EULA (End User License Agreement)

1. “Documentation” shall mean any accompanying documents, content, data, user guides, online help, release notes, training materials, manual provided by the Licensor to the User along with the Solution.

2. “Enhancements” shall mean any modification, update, upgrade or addition to the Solution that, when made or added to the Solution or modules currently being used by User, provides minor functionality enhancements but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Licensor to all its customers under support and maintenance services.

3. “Error” shall mean any verifiable and reproducible failure or inability of the Solution to perform any material functions set forth in the Documentation due to any programming defect in the Solution when used by the User as specified under this Agreement or the Documentation by Licensor. The term “Error” shall not include any failure or inability of the Solution that (i) results from the misuse or improper use of the Solution, (ii) does not materially affect the operation and use of the Solution, (iii) results from any modification to the Solution that is not a Licensor authorized change, (iv) results from any cause beyond reasonable control of Licensor including third party cloud environment, hardware, software, firmware, malicious code like virus, trojan or malware.

4. “Free Trial Term” means [14] days' free trial period and shall be effective from the date of Client's subscription to the trial version of the Services.

5. “Fixes” shall any mean any modification or addition to the Solution that, when made or added to the solution or modules currently being used by User, corrects any Errors but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Licensor to all its customers.

6. “Licensable Activity” shall mean any activity encompassed by any intellectual property rights which in the absence of a license, would give rise to liability for infringement (or inducement of infringement or contributory infringement) of such intellectual property rights.

7. “User Content” means all data and material uploaded by the User in the Solution for use in connection with the Services.

8. “Productivity Tool” shall refer to the software/tool installed on the devices of the employees (Users) of Client which shall track or monitor the operations and activities of the said employees (Users) and remit the information, data, material to the Platform.

9. “Platform” shall refer to the platform namely “In Time Pro” which together with the Productivity Tool will provide the Services to the Users for the Purpose.

10. “Solution” shall collectively mean the Platform and the Productivity Tool.

11. “Purpose” shall mean use of the Solution by User for the sole purpose of its internal business use. For clarity, nothing contained in this Agreement grants User a right to resell, distribute, sublicense the Subscription to any third-party.

12. “Services” shall mean the internet accessible service offered by Licensor through a Subscription under which access to the Solution is made available to User.

13. “Subscription” means the limited license to use and access the Solution and its related Services.

14. “Subscription Term” shall mean [Monthly and Annual subscription]

15. “Third Party Components” shall mean any third-party operating system(s) and/or server or any third-party systems on which Platform is hosted.

1. Grant of license during Free Trial Term:

   Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the User during the Free Trial Term, a non-exclusive, non-transferable, revocable, non-sublicensable, limited license to use the Solution and the Services through the Subscription for the Purpose, in accordance with the terms and conditions of this Agreement.

2. Grant of license during the Subscription Term:

   Subject to its compliance with the terms of this Agreement, during the Subscription Term, Licensor hereby grants User a fixed-term, non-exclusive, non-transferable, revocable, non-sublicensable and a limited license to use the Solution and the Services through the Subscription.

3. Restrictions:

   During the Free Trial Term and the Subscription Term, User shall not, directly or indirectly, (i) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, alter, decrypt, extract, reproduce or otherwise make any changes to the Solution, or create any derivative works thereof; (ii) use the Subscription in any manner to provide time-sharing, benchmarking or other computer services to third parties, except as expressly provided herein, or allow any third party to access or benefit from the functionality of the Solution; (iii) use the Subscription or portion thereof in violation of any applicable export control laws or regulations; (iv) use the Subscription for any purpose other than the Purpose; (v) use the Subscription to develop any competing or similar product; (vi) engage in any Licensable Activity, (vii) use any of the Solution's components, add-ons, files, modules, externals, contents including associated license material separately from the Solution; (viii) use the Subscription with any unsupported software or hardware (as described in the applicable Documentation provided by Licensor). The User shall have no rights over the Solution other than as specifically granted herein. All rights not specifically and unequivocally granted to User are reserved by Licensor.

1. Account Management

   As a condition for availing the Subscription, You will be required to register with Licensor and get the login credentials or create the login credentials using the unique string of characters or email id as directed at the time of installation that includes the passwords for every login. The account management will be done by the admin appointed by Client. You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Your account.

2. Compliance with Laws:

   You shall comply with applicable local, state, national and foreign laws in connection with Your use of the Subscription, including those laws related to data privacy, international communications, and the transmission of technical or personal data. You acknowledge that Licensor exercises no control over the User Content transmitted by You through the Solution. You shall not upload, post, reproduce or distribute any information or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

3. Unauthorized Use; False Information:

   You will: (i) notify the Client immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to the Client immediately and use reasonable efforts to stop any unauthorized use of the Subscription that is known or suspected by You, and (iii) not provide false identity information to gain access to the Solution or use the Subscription. Client shall notify the above to the Licensor.

   The User acknowledges that, for accessing and use of Subscription, the User may be required to use one or more compatible devices, internet services and certain software and may require obtaining updates or upgrades of the Solution from time to time. Because the access and use of the Subscription involves hardware, software, and internet access, the User's ability to access and use of the Subscription may be affected by the performance of these factors.

4. User Content:

   User is solely responsible for all User Content transmitted on the Solution, and for ensuring that User Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. User acknowledges and agrees that Licensor uses certain third-party tools or own tools for analytical purposes and may use User Content and track User's usage of the Subscription for any purpose including but not limited to research, analytics, and to improve the Services.

EXCEPT TO THE EXTENT SET FORTH ABOVE, USER ACCEPTS THE SOLUTION, SUBSCRIPTION, REPORTS AND DOCUMENTATION “AS IS” AND AS AVAILABLE. LICENSOR PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR HAS NO OBLIGATION TO INDEMNIFY, DEFEND, OR HOLD HARMESS USER, INCLUDING WITHOUT LIMITATION AGAINST CLAIMS RELATED TO ANY LIABILITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SUBSCRIPTION WILL PERFORM WITHOUT INTERRUPTION OR ERROR. THE SOLUTION AND ITS SUBSCRIPTION MAY CONTAIN DEFECTS, BUGS OR ERRORS. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY OF THE SOLUTION AND ITS SUBSCRIPTION WILL MEET THE USER'S REQUIREMENTS, THAT THE OPERATION OF THE SUBSCRIPTION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS/ERRORS IN THE SOLUTION WILL BE CORRECTED. THE USER ACKNOWLEDGES THAT LICENSOR DOES NOT CONTROL THE ACCURACY OF THE DOCUMENTATION, REPORTS, ANY THIRD PARTY CONTENT PUBLISHED BY USERS (OR PUBLISHED BY LICENSOR ON BEHALF OF USERS), TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SUBSCRIPTION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. LICENSOR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SOLUTION AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR, TECHNICAL INFORMATION STORED THEREIN, (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOLUTION BY ANY THIRD PARTY, AND/OR (III) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, COMMUNICATED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOLUTION OR THE SUBSCRIPTION. LICENSOR AND ITS LICENSORS CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF SUBCRIPTION AND THE LICENSOR DATA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (i) LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (i) THE SUBSCRIPTION WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (ii) THE SUBSCRIPTION IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE; (iii) THIRD PARTY COMPONENTS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR NON-INFRINGING OR WILL FUNCTION IN ACCORDANCE WITH SET OUT UNDER THE ORDER.

1. Any and all rights to the Subscription, Solution, Documentation, Enhancements, and branding thereof including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein is the sole and exclusive property of Licensor. This Agreement does not grant User any rights, title and interest in and to the Solution, Documentation, Enhancements, its contents and branding thereof including Licensor's intellectual property rights except where expressly and unequivocally licensed herein.

2. From time to time, User may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Solution or the Subscription. User hereby assigns to Licensor all right, title and interest into such Feedback and an exclusive right to create any developments based on such Feedback.

3. User shall retain title to and all ownership rights in User Content. User shall grant to Licensor a worldwide, non-exclusive, and non-transferable limited-term license to host, copy, transmit, analyse, process, display, store, configure, and perform User Content solely as necessary to provide the Subscription to User.

4. User acknowledges and agrees the Solution may generate certain reports (“Reports”) with the use of User Content provided by User while availing the Subscription. All intellectual property rights including the ownership rights in all such Reports generated during the provision of Subscription shall vest solely with Client.

Licensor states that it endeavours to protect the privacy of You and Your integrity and security of the personal information. The personal information collected by the Client, where such collection is facilitated by us and is subject to and governed by our Privacy Policy located at https://intimepro.io/Privacy-Policy. The Client has control over the purpose and means of collection and processing of Your personal information. We process such personal information only on behalf of and on the instructions of the Client and for the purposes of rendering our services to the Client. Your personal information was shared with us by the Client, the privacy policy of the Client, on whose behalf we collect and process the personal information, will apply. This means that any enquiry, request, objection or complaint that You may have in connection with the collection and/or processing of Your personal information that forms part of Your use should be addressed to and resolved by the Client.

1. “Confidential Information” shall mean information disclosed by one Party to the other and which includes, without limitation Solution, Documentation, financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets, software product and services and such other information. Confidential Information does not include information which: (a) is in the public domain; (b) was known to the Party of such disclosure or becomes known to the Party without breach of any confidentiality agreement; (c) is independently developed by either Party without violating any confidentiality obligations stated herein; (d) is disclosed pursuant to a judicial order or requirement of a governmental agency or by operation of law.

2. The receiving Party shall keep Confidential Information and proprietary information and data received from the disclosing Party in strict confidence and shall not disclose it to any third parties except to a limited group of receiving Party's directors, officers, agents, authorized representatives on a need-to-know basis. Each Party will use the same degree of care and discretion (but in any event no less than a reasonable degree of care and discretion) to avoid unauthorized disclosure or use of the other Party’s Confidential Information as that receiving Party uses to protect its own information of a similar nature from unauthorized disclosure or use.

3. Upon request by the disclosing Party, the receiving Party shall immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. All such information shall be and shall remain the sole property of the disclosing Party.

4. The confidentiality obligations stated herein shall survive for a period of five (5) years from the date of termination or expiration of this Agreement.

5. The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosing Party to obtain injunctive relief in addition to all legal remedies.

User acknowledges that the User Data may be uploaded on the Solution and stored on Client’s private cloud and/or any remote server as the Licensor may deem appropriate. User agrees and acknowledges that Licensor shall not be responsible or liable for any performance or security issues, or vulnerabilities arising out of or related to Client’s private cloud or any public cloud servers and/or any remote servers. The User agrees that use of the Third-Party Components as part of the Subscription will be solely governed by the terms and conditions of such third parties or licensors and the User agrees and undertakes to adhere to the same.

User shall indemnify, hold harmless and defend Licensor against any costs or damages arising out of or in connection with any claim relating to (i) User's breach of or violation of applicable laws and regulations; or (ii) User's use of the Solution, the Subscription, the Services and/or Professional Services other than as permitted under this Agreement; (iii) the acts or omissions of the Users; or (iv) a third party claim made against Licensor for infringement or misappropriation based upon following conduct of User: (a) User's combination or use of the Subscription with software, services, or products developed by User or third parties; (b) User Content infringes any patent, copyright or trademark, or misappropriates any trade secret.

LICENSOR SHALL NOT BE LIABLE TO THE USER OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES, HOWSOEVER CAUSED IN CONNECTION WITH THIS AGREEMENT EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

1. This Agreement will commence upon Your acceptance of the terms of this Agreement through or your access to the Solution and the Subscription whichever occurs earlier, and unless earlier terminated as provided in this section (Term and Termination), will continue until the earlier occurrence of any of the following events:

   1. the end of the applicable Subscription Term;

   2. termination of Your account by the Licensor; or

   3. this Agreement will immediately terminate upon Your breach of the terms of this Agreement.

2. Upon the termination of this Agreement, Your access to the Solution and the Subscription will immediately cease to exist.

Licensee understands, agrees and acknowledges that Licensee shall not use the Subscription in any manner to assist or take part in, and/or shall not on its own, undertake the development, marketing, or sale of a product potentially competitive with the Solution.

This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a Party merely because that Party (or the Party's legal representative) drafted the Agreement. The headings, titles, and captions contained in this Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word "including" means "including, without limitation”.

Neither Party will be in default or liable for any delay or failure to comply with this Agreement due to any act beyond the reasonable control of the affected Party, excluding labour disputes, provided such Party immediately notifies the other.

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, including because of the duration thereof, the area covered thereby, or the types of activities restricted thereby, by a court of competent jurisdiction (i) the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and (ii) the court of competent jurisdiction making such determination shall have the power to reduce the duration and/or area of such provisions or types of activities restricted and/or to delete specific words or phrases and in its reduced form such provision shall then be enforceable. The Parties may, by acting in good faith, adopt any and all actions required to cause such invalid, illegal and unenforceable provision to be valid and enforceable, or, alternatively, to reach an agreement in relation to said null provision whereby each of the Party receives, as far as possible, substantially the same benefits and obligations based on valid provisions, provided that the Agreement is not enforced in a form that materially affects the commercial agreement between the Parties.

Licensee may not assign this Agreement. Licensor may assign this Agreement in conjunction with the sale of substantial assets, divestiture, merger or amalgamation, or to its affiliate, and may delegate or subcontract its duties under this Agreement. Any unauthorized assignment of this Agreement is void.

Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.

This Agreement and all rights and obligations under this Agreement shall in all respects be governed by and construed and enforced in accordance with the laws of the India and the courts in Pune have an exclusive jurisdiction to adjudicate any subject matter under this Agreement.

Licensor shall have the right to audit Licensee's use of the Solution in order to verify that it is being used in compliance with this Agreement. Notwithstanding anything to the contrary contained herein, Licensor shall be entitled to introduce patches and / or other programs to monitor Licensee's usage of the Solution, in order to ensure that Licensee's usage of the Solution is in accordance with the terms of this Agreement. In the event Licensee's usage exceeds permitted usage as set out under this Agreement, the patches and / or other programs introduced by Licensor might make the Solution unusable and, in such event, Licensor shall not be liable for any damages, expenses, losses, or any other consequence caused to Licensee as a result thereof.

Clause 2 (Disclaimer of warranties), Clause 3 (Intellectual Property Rights), Clause 4 (Privacy and Security), Clause 5 (Confidentiality), Clause 7 (Indemnity), Clause 8 (Limitation of Liability), Clause 9 (b) (Consequences of Termination), Clause 10 (Non-Compete), Clause 11 (Interpretation), Clause 12 (Force Majeure), Clause 13 (Severability), Clause 15 (Waiver), Clause 16 (Governing Laws), Clause 19 (Entire Agreement) will survive the expiry or termination of this Agreement.

This Agreement and the Exhibits constitute the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement, and may not be amended, supplemented, varied or otherwise changed except in writing through mutual agreement of the Parties. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement. This Agreement may be modified in writing specifically referencing this Agreement and any such modifications must be signed by both the Parties. Standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on a Party’s website or otherwise shall be ineffective.

This Agreement was last modified in [06 March 2023].