Subscription Agreement

1. “Affiliates” shall mean any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with either Party, respectively, either currently or during the validity of this Agreement. As used in this definition, the terms "own", "owned", or "ownership" mean the direct or indirect possession of more than 50% of the voting securities, or equity in such business entity.

2. “Agreement” shall mean this Agreement in addition to any and all Orders (as defined below), schedules, attachments, exhibits and amendments to this Agreement.

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

4. “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 Licensee, 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.

5. “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 Licensee 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.

6. “EULA” shall mean the end user license agreement entered into between the Permitted Users and Licensor with respect to Solution as provided by the Licensor.

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

8. “Fees” shall mean the fees payable by Licensee to Licensor for availing the Subscription to use the Solution, as set forth in the applicable Order.

9. “Fixes” shall mean any modification or addition to the Solution that, when made or added to the solution or modules currently being used by Licensee, 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.

10. “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.

11. “Licensee Content” means all data and material uploaded by the Licensee or Permitted Users in the Solution for use in connection with the Services.

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

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

14. “Order” means a written order, that the Parties may enter into or which may be entered into by Licensee with the Licensor, to place an order for the license to access the Solution and avail the Subscription, setting forth the details of the Solution to be provided by Licensor, the Subscription Term (as defined below) start date, the Subscription Term end date, any training or other services to be provided by Licensor, the applicable Fees, and such other terms as the Parties may agree related to the transactions contemplated by this Agreement.

15. “Permitted User(s)” shall mean an employee or client of Licensee or its Affiliates who may access the Solution and use the Subscription pursuant to the license granted herein.

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

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

18. “Professional Services” shall mean the Solution related support and maintenance services provided by Licensor to Licensee, as detailed under an applicable Statement of Work (“SOW”).

19. “Professional Fees” shall mean the fees, as detailed in the SOW, to be paid by Licensee to Licensor for availing the Professional Services.

20. “Services” shall mean the internet accessible service offered by Licensor through a Subscription under which access to the Solution is made available to Licensee, along with the Service Level Agreement (as described in Exhibit A) for the Solution.

21. “Subscription” means the limited license to use and access the Solution and its related Services in accordance with the Order.

22. “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 the Free Trial Term:

   Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee 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 Licensee’s internal business use for the Purpose, in accordance with the terms and conditions of this Agreement. The Licensee understands and acknowledges that at the end of the Free Trial Term: (i) the Licensee's access to the trial version of the Subscription shall automatically expire; and (ii) unless Licensee terminates this Agreement, the Initial Subscription Term (as defined below) shall commence automatically.

2. Grant of License during the Subscription Term:

   Subject to its compliance with the terms of this Agreement and in consideration of the Fees for the Subscription, during the Subscription Term, Licensor hereby grants Licensee a fixed-term, non-exclusive, non-transferable, revocable, non-sublicensable and a limited license to use the Solution and the Services through the Subscription provided under the applicable Order of this Agreement, provided, Licensee shall cause each Permitted User to abide by the terms and conditions of this Agreement.

3. Restrictions:

   During the Free Trial Term and the Subscription Term, Licensee 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) allow use of the Subscription by anyone other than the Permitted Users; (vi) use the Subscription to develop any competing or similar product; (vii) engage in any Licensable Activity, (viii) use any of the Solution’s components, add-ons, files, modules, externals, contents including associated license material separately from the Solution; ix) use the Subscription with any unsupported software or hardware (as described in the applicable Documentation provided by Licensor). The Licensee shall have no rights over the Solution other than as specifically granted herein. All rights not specifically and unequivocally granted to Licensee are reserved by Licensor.

1. Account Management:

   As a condition for availing the Subscription, the Permitted Users may 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 Licensee. Licensee shall ensure that the Permitted Users 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 the Permitted User's account.

2. Compliance with Laws:

   Licensee shall comply with applicable local, state, national and foreign laws in connection with its use of the Subscription, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Licensee acknowledges that Licensor exercises no control over the Licensee Content transmitted by Licensee or the Permitted Users through the Solution. Licensee 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:

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

   The Licensee acknowledges that, for accessing and use of Subscription Licensee and its Permitted Users 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 Licensee's ability to access and use of the Subscription may be affected by the performance of these factors.

4. Access:

   1. The Licensee may grant limited access to the Solution to its Permitted User, subject to terms and conditions stated in EULA as provided by the Licensor.

   2. The Licensee shall be solely liable for the usage of the Solution by all Permitted Users and shall indemnify and save harmless the Licensor from and against any claims in relation to usage of the Solution by such Permitted Users.

   3. The Licensee understands that, to access the Solution, along with providing the log-in credentials, the Permitted Users will be required to adhere to the terms of the EULA. The Licensee understands that the Licensor shall have access to the Permitted Users' account and shall reserve its right to refuse or terminate any Permitted Users' account in case of any Permitted Users' breach of EULA.

Licensee is solely responsible for all Licensee Content transmitted on the Solution, and for ensuring that Licensee 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. Licensee acknowledges and agrees that Licensor uses certain third-party tools or own tools for analytical purposes and may use Licensee Content and track Licensee's usage of the Subscription for any purpose including but not limited to research, analytics, and to improve the Services.

1. Licensee may avail Professional Services during the Subscription Term, as per the rates stated in the SOW.

2. Licensee understands and acknowledges that Professional Services shall automatically terminate on the expiry of the Subscription Term.

1. The Subscription under this Agreement is provided to the Licensee free of charge during the Free Trial Term, for the Purpose.

2. In consideration of the Subscription to access the Solution and Licensor's provision of the Services contemplated by this Agreement, Licensee shall pay the Fees as set forth in the applicable Order.

3. In consideration of Professional Services, Licensee shall pay the Professional Fees as stated in the applicable SOW.

4. All Fees, Professional Fees and charges under this Agreement shall be exclusive of taxes and shall be borne by Licensee.

5. Licensee agrees that Fees charged under an Order are non-refundable and shall be valid for a period of twelve (12) months from the Subscription start date (as defined under the applicable Order). Thereafter, the Fees shall be subject to revision on each Renewal Term (as defined below). Notwithstanding the foregoing, Licensor may revise the Fees during the Term of the Agreement with prior written notice of thirty (30) days.

6. Licensee agrees that Professional Fees charged under an SOW are non-refundable and shall be valid for a period of one (01) year from the Subscription start date. Thereafter, the Professional Fees shall be subject to revision on each Renewal Term.

7. The Subscription shall begin only upon the payment of the Fees and automatically terminate on the expiry of the Subscription Term.

1. The Service Level Agreement (“SLA(s)”) for the Subscription to be provided by Licensor is set forth in Exhibit A attached hereto.

2. Licensor warrants that (i) Licensor shall, during the Subscription Term, without any additional cost to the Licensee, provide Fixes for any Errors that may be reported by Licensee, in accordance with the SLAs.

3. In the event of a breach of aforesaid warranties, Licensee's sole remedy shall be (i) either to avail the Fixes at Licensor's option or (ii) to terminate the Subscription in accordance with the terms of this Agreement and Licensor's entire liability upon receipt of proof of Errors in the Subscription shall be, at Licensor’s sole option (i) to provide Fixes or (ii) If Licensee terminates this Agreement due to a breach of warranties by Licensee, then Licensee shall immediately repay to Licensor all pre-paid amounts for any un-availed portion of the Subscription which were to be delivered during the remainder of the Subscription Term (as defined below) after the termination date.

EXCEPT TO THE EXTENT SET FORTH ABOVE, LICENSEE 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 LICENSEE, 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 LICENSEE'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 LICENSEE ACKNOWLEDGES THAT LICENSOR DOES NOT CONTROL THE ACCURACY OF THE DOCUMENTATION, REPORTS, ANY THIRD-PARTY CONTENT PUBLISHED BY PERMITTED USERS (OR PUBLISHED BY LICENSOR ON BEHALF OF PERMITTED 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 LICENSEE 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 Licensee 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, Licensee may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Solution or the Subscription. Licensee 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. Licensee shall retain title to and all ownership rights in Licensee Content. Licensee 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 Licensee Content solely as necessary to provide the Subscription to Licensee.

4. Licensee acknowledges and agrees the Solution may generate certain reports (“Reports”) with the use of Licensee Content provided by Licensee 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 Licensee.

Licensor states that it endeavors to protect the privacy of Licensee and its integrity and security of the personal information. The personal information collected by Licensor is subject to and governed by our Privacy Policy located at https://intimepro.io/privacy-policy.

The Licensee may collect and share personal information (including sensitive personal information) of the Permitted Users of the Platform, where such collection may be facilitated by the Licensor, shall be solely governed by the privacy policy of the Licensee and shall be subject to the following terms:

Licensee acknowledges that the Licensee Data may be uploaded on the Solution and stored on Licensee's private cloud and/or any remote server as the Licensor may deem appropriate. Licensee 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 Licensee's private cloud or any public cloud servers and/or any remote servers. The Licensee 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 Licensee agrees and undertakes to adhere to the same.

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

LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE 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.

Each Party agrees that it will not, during the term of this Agreement and for a period of one (01) year after the termination or expiration of this Agreement, directly, solicit the services of (for employment, consulting or otherwise), accept the services of, or employ or engage any person who is now employed by the other Party, provided however, that any solicitation in the form of a general advertisement or solicitation program, which is not specifically targeted at such individuals or group of individuals, shall not violate this provision.

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.

Licensee hereby grants Licensor permission to use Licensee's name and logo in Licensor's marketing materials, website, case studies, etc. for promotional purposes or otherwise publicly announce or comment on this Agreement without prior written consent from Licensee.

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”.

Except for Licensee's payment obligations under this Agreement, neither Party will be in default or liable for any delay or failure to comply with this Agreement (other than any payment of money) 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 8 (Disclaimer of warranties), Clause 9 (Intellectual Property Rights), Clause 10 (Privacy and Security), Clause 11 (Confidentiality), Clause 13 (Indemnity), Clause 14 (Limitation of Liability), Clause 15 (d) (Consequences of Termination), Clause 16 (Non-Solicitation), Clause 17 (Non-Compete), Clause 19 (Interpretation), Clause 20 (Force Majeure), Clause 21 (Severability), Clause 23 (Waiver), Clause 24 (Governing Laws), Clause 27 (Order of Precedence), Clause 28 (Entire Agreement) will survive the expiry or termination of this Agreement.

If there is any conflict between an Order, SOW and the terms and conditions of the main body of this Agreement, then the terms and conditions of the main body of this Agreement will govern, except to the extent that the Order and/or SOW expressly states that it modifies any specified provisions in the main body of this Agreement, in which case such modified provisions will control with respect to such Order and/or SOW, as the case may be.

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.