SOFTWARE LICENCE AGREEMENT
==========================

This AGREEMENT is made effective on the date of the purchase of the software
between Geminate Consultancy Services,Company incorporated under the Companies
Act, 1956 (hereinafter referred to as “Licensor"), and the purchaser of the
software/ product (hereinafter referred to as "Licensee").


Preamble
--------

Licensor is a web and mobile product based organization engaged in the
business of developing and marketing software for enterprise level e-commerce
businesses. It has developed more than 100 web extensions and apps in the
past few years for open source platforms which are used and trusted globally.
Licensee now wishes to obtain license, and Licensor wishes to grant a license,
to allow use of the software so purchased in developing the e-commerce
business website/ mobile app of the Licensee, subject to the terms and
conditions set forth herein.

THEREFORE, with the intent to be legally bound, the parties hereby agree as
follows:


Agreement
---------

1.DEFINITIONS.
As used in this Agreement, the following capitalized terms
shall have the definitions set forth below:

"Derivative Works" are works developed by Licensee, its officers, agents,
contractors or employees, which are based upon, in whole or in part, the
Source Code and/or the Documentation and may also be based upon and/or
incorporate one or more other preexisting works of the Licensor. Derivative
Works may be any improvement, revision, modification, translation (including
compilation or recapitulation by computer), abridgment, condensation,
expansion, or any other form in which such a preexisting work may be recast,
transformed, or adapted. For purposes hereof, a Derivative Work shall also
include any compilation that incorporates such a preexisting work.

"Documentation" is written, printed or otherwise recorded or stored (digital
or paper) material relating to the Software and/or Source Code, including
technical specifications and instructions for its use including Software/
Source Code annotations and other descriptions of the principles of its
operation and instructions for its use.

"Improvements" shall mean, with respect to the Software, all modifications and
changes made, developed, acquired or conceived after the date hereof and
during the entire term of this Agreement.

"Source Code" is the computer programming source code form of the Software in
the form maintained by the Licensor, and includes all non-third-party
executables, libraries, components, and Documentation created or used in the
creation, development, maintenance, and support of the Software as well as all
updates, error corrections and revisions thereto provided by Licensor, in
whole or in part.


2.SOFTWARE LICENSE.

(a)Grant of License. For the consideration set forth below, Licensor hereby
grants to Licensee, and Licensee hereby accepts the worldwide, non-exclusive,
perpetual, royalty-free rights and licenses set forth below:

(i)The right and license to use and incorporate the software, in whole or in
part, to develop its website/ mobile app (including the integration of all or
part of the Licensor’s software into Licensee's own software) on one domain only, solely for the own personal or
business use of the Licensee. However, the License does not authorize the
Licensee to compile, copy or distribute the said Software or its Derivative
Works.

(ii)The right and license does not authorize the Licensee to share any backup
or archival copies of the Software and / or the Source Code and Documentation
on any public internet space including github , stackoverflow etc . The
Licensee must ensure that the backup are not accessible to any other person
and the Licensee must prevent copying / use of source code by any unauthorized
persons.

(iii)The right and license does not authorize the Licensee to migrate the
domain license to another domain.


(b)Scope; Rights and Responsibilities.

(i)Licensor shall enable the Licensee to download one complete copy of the
Software.

(ii)The Software is intended for the sole use of the Licensee in development
of its own website/ mobile app.

(iii)Licensee does not have the right to hand over, sell, distribute,
sub-license, rent, lease or lend any portion of the Software or Documentation,
whether modified or unmodified, to anyone. Licensee should not place the
Software on a server so that it becomes accessible via a public network such
as the Internet for distribution purposes. In case the Licensee is using any
source code management system like github, it can use the code there only when
it has paid subscription from such management system.

(iv) In case the Licensee purchases the module and allow the third party
development agency to customize as per its need, it is at liberty to do so
subject to the condition that the Licensee as well as the Agency are not
authorized to sell the modified version of the extension. Except for the
required customization purposes, Licensee is not authorized to release the
Source Code, Derivative Work source code and/or Documentation to any third
party, which shall be considered as violation of the Agreement, inter-alia
entailing forthwith termination and legal action.


(c)Ownership.

(i)Software and Source Code. All right, title, copyright, and interest in the
Software, Source Code, Software Modifications and Error corrections will be
and remain the property of Licensor.

(ii)Derivative Works. As creation of Derivative Works by the Licensee is
prohibited, thus, all right, title, copyright, and interest in any and/or all
Derivative Works and Improvements created by, or on behalf of, Licensee will
also be deemed to the property of Licensor. Licensor shall be entitled to
protect copyright / intellectual property in all such Derivative Works and
Improvements also in any country as it may deem fit including without
limitation seeking copyright and/or patent protection.


3.CONSIDERATION.

(a)Licensee shall pay to Licensor the amount as mentioned on the website from
where the order is placed, as one-time, upfront fees in consideration for the
licenses and rights granted hereunder (hereinafter referred to as the "License
Fee"). The License Fee to be paid by Licensee shall be paid upfront at the
time of placing the order, and no credit will be allowed under any
circumstances.

(b)Once paid, the License Fees shall be non-refundable. The Licensee has fully
satisfied itself about the Software and has seen the demonstration, and only
thereafter has placed the order. Thus, the License Fees or any part thereof is
non-refundable. No claim for refund of the Licence Fees shall be entertained
under any circumstances.


4.REPRESENTATIONS AND WARRANTIES.

(a)Mutual. Each of the parties represents and warrants to the other as
follows.

(i)such party is a legal entity duly organized, validly existing and in good
standing;

(ii)such party has the power and authority to conduct its business as
presently conducted and to enter into, execute, deliver and perform this
Agreement.

(iii)This Agreement has been duly and validly accepted by such party and
constitutes the legal, valid and binding obligations of such party
respectively, enforceable against such party in accordance with their
respective terms;

(iv)the acceptance, execution, delivery and performance of this Agreement does
not and will not violate such party's charter or by-laws; nor require any
consent, authorization, approval, exemption or other action by any third party
or governmental entity.


(b)Licensor warrants that, at the time of purchase of the Software:

the Software will function materially as set forth in the website or published
functionality provided by Licensor to customers and potential customers
describing the Software; and

Software add-ons, if purchased by the Licensee from the Licensor, will not
materially diminish the features or functions of or the specifications of the
Software as they existed as of the execution of this Agreement.


(c)Title. Licensor represents and warrants that it is the exclusive owner of
all copyright/ intellectual property in the Software (including the Source
Code) and has good and marketable title to the Software (including the Source
Code) free and clear of all liens, claims and encumbrances of any nature
whatsoever (collectively, "Liens"). Licensor's grant of license and rights to
Licensee hereunder does not, and will not infringe any third party's property,
intellectual property or personal rights.


5.TERM.

(a)Subject to Licensee's payment obligations, this Agreement shall commence as
on the date of making payment of the Software by the Licensee to the Licensor,
and shall continue until terminated by either party.

(b)The Licensor retains the right to terminate the license at any time, if the
Licensee is not abiding by any of the terms of the Agreement. The Licensee may
terminate the Agreement at any time at its own discretion by uninstalling the
Software and /or by destroying the said Software (or any copies thereof).
However, the Licensee shall not be entitled to seek any refund of the amount
paid by it to the Licensor, under any circumstances.

(c)Survival. In the event this Agreement is terminated for any reason, the
provisions set forth in Sections 2(a), 2(b), and 2(c) shall survive.


6.INDEMNIFICATION.

The Licensee release the Licensor from, and agree to indemnify, defend and
hold harmless the Licensor (and its officers, directors, employees, agents and
Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense
or other liability (including, without limitation, attorneys' fees) (each, a
"Claim") arising from or related to: (a) any actual or alleged breach of any
obligations in this Agreement; (b) any refund, adjustment, or return of
Software,(c) any claim for actual or alleged infringement of any Intellectual
Property Rights made by any third party or damages related thereto; or (d)
Taxes.


7.LIMITATION OF LIABILITY.

The Licensor will not be liable for any direct, indirect, incidental, special,
consequential or exemplary damages, including but not limited to, damages for
loss of profits, goodwill, use, data or other intangible losses arising out of
or in connection with the Software, whether in contract, warranty, tort etc. (
including negligence, software liability, any type of civil responsibility or
other theory or otherwise) to the Licensee or any other person for cost of
software, cover, recovery or recoupment of any investment made by the Licensee
or its affiliates in connection with this Agreement, or for any other loss of
profit, revenue, business, or data or punitive or consequential damages
arising out of or relating to this Agreement. Further, the aggregate liability
of the Licensor, arising out of or in connection with this Agreement or the
transactions contemplated hereby will not exceed at any time, or under any
circumstances, the total amounts received by the Licensor from the Licensee in
connection with the particular software giving rise to the claim.


8.FORCE MAJEURE.

The Licensor will not be liable for any delay or failure to perform any of its
obligations under this Agreement by reasons, events or other matters beyond
its reasonable control.


9.RELATIONSHIP OF PARTIES.

The Licensor and Licensee are independent legal entities, and nothing in this
Agreement will be construed to create a partnership, joint venture,
association of persons, agency, franchise, sales representative, or employment
relationship between the parties. The Licensee will have no authority to make
or accept any offers or representations on behalf of the Licensor. The
relationship between the parties is that of Licensor and Licensee only, and
the rights, duties, liabilities of each party shall be governed by this
Agreement.


10.MODIFICATION.

The Licensor may amend any of the terms and conditions contained in this
Agreement at any time and solely at its discretion. Any changes will be
effective upon the posting of such changes on the Portal/ website, and the
Licensee is responsible for reviewing these changes and informing itself of
all applicable changes or notices. The continued use of a software by the
Licensee after posting of any changes by the Licensor, will constitute the
acceptance of such changes or modifications by the Licensee.


11.MISCELLANEOUS.

(a)General Provisions. This Agreement: (i) may be amended only by a writing
signed by each of the parties; (ii) may be executed in several counterparts,
each of which shall be deemed an original but all of which shall constitute
one and the same instrument; (iii) contains the entire agreement of the
parties with respect to the transactions contemplated hereby and supersedes
all prior written and oral agreements, and all contemporaneous oral
agreements, relating to such transactions; (iv) shall be governed by, and
construed and enforced in accordance with, the laws of India; and (v) shall be
binding upon, and inure to the benefit of, the parties and their respective
successors and permitted assigns. Each of the parties hereby irrevocably
submits to the jurisdiction of the Courts at Ahmedabad, India, for the purposes of
any action or proceeding arising out of or relating to this Agreement or the
subject matter hereof and brought by any other party.

(b)Assignment. Except for the purpose of customization as mentioned in clause
2(b)(iv) above, Licensee cannot assign, pledge or otherwise transfer, whether
by operation of law or otherwise, this Agreement, or any of its obligations
hereunder, without the prior written consent of Licensor, which consent shall
not be unreasonably withheld.

(c)Notices. Unless otherwise specifically provided herein, all notices,
consents, requests, demands and other communications required or permitted
hereunder:

(i)shall be in writing;

(ii)shall be sent by messenger, certified or registered mail/email, or
reliable express delivery service, to the appropriate address(es) set forth
below; and

(iii)shall be deemed to have been given on the date of receipt by the
addressee, as evidenced by a receipt executed by the addressee (or a
responsible person in his or her office), the records of the Party delivering
such communication or a notice to the effect that such addressee refused to
claim or accept such communication, if sent by messenger, mail or express
delivery service.

All such communications shall be sent to the following addresses or numbers,
or to such other addresses or numbers as any party may inform the others by
giving five days' prior notice:

If to Geminate Consultancy Services:

Geminate Consultancy Services.
309, City Center Arcade, Nr. ST Bus Station, Krishnanagar, Ahmedabad,

If to Licensee:
At the address mentioned by the Licensee
(at the time of placing order of generating Invoice)

(d)Severability. It is the intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the laws and
public policies of India in which enforcement hereof is sought. In
furtherance of the foregoing, each provision hereof shall be severable from
each other provision, and any provision hereof which is/ becomes unenforceable
shall be subject to the following: (i) if such provision is contrary to or
conflicts with any requirement of any statute, rule or regulation in effect,
then such requirement shall be incorporated into, or substituted for, such
unenforceable provision to the minimum extent necessary to make such provision
enforceable; (ii) the court, agency or arbitrator considering the matter is
hereby authorized to (or, if such court, agency or arbitrator is unwilling or
fails to do so, then the parties shall) amend such provision to the minimum
extent necessary to make such provision enforceable, and the parties hereby
consent to the entry of an order so amending such provision; and (iii) if
any such provision cannot be or is not reformed and made enforceable pursuant
to clause (i) or (ii) above, then such provision shall be ineffective to the
minimum extent necessary to make the remainder of this Agreement enforceable.
Any application of the foregoing provisions to any provision hereof shall not
effect the validity or enforceability of any other provision hereof.

(e)By purchasing the Software, the Licensee acknowledge that it has read this
Agreement, and that it agrees to the content of the Agreement, its terms and
agree to use the Software in compliance with this Agreement.

(f)The Licensor holds the sole copyright of the Software. The Software or any
portion thereof is a copyrightable matter and is liable to be protected by the
applicable laws. Copyright infringement in any manner can lead to prosecution
according to the current law. The Licensor reserves the right to revoke the
license of any user who is not holding any license or is holding an invalid
license.

(g)This Agreement gives the right to use only one copy of the Software on one
domain solely for the own personal or business use of the Licensee, subject to
all the terms and conditions of this Agreement. A separate License has to be
purchased for each new Software installation. Any distribution of the Software
without the written consent of the Licensor (including non-commercial
distribution) is regarded as violation of this Agreement, and will entail
immediate termination of the Agreement and may invite liability, both civil
and criminal, as per applicable laws.

(h)The Licensor reserves the rights to publish a selected list of users/
Licensees of its Software, and no permission of any Licensee is needed in this
regard. The Licensee agrees that the Licensor may, in its sole discretion,
disclose or make available any information provided or submitted by the
Licensee or related to it under this Agreement to any judicial,
quasi-judicial, governmental, regulatory or any other authority as may be
required by the Licensor to co-operate and / or comply with any of their
orders, instructions or directions or to fulfill any requirements under
applicable Laws.

(i)If the Licensee continues to use the Software even after the sending of the
notice by the Licensor for termination, the Licensee agree to accept an
injunction to restrain itself from its further use, and to pay all costs (
including but not limited to reasonable attorney fees) to enforce injunction
or to revoke the License, and any damages suffered by the Licensor because of
the misuse of the Software by the Licensee.


12.ARBITRATION.

If any dispute arises between the Licensor and the Licensee at any time, in
connection with the validity, interpretation, implementation or alleged breach
of any provision of this Agreement, the same shall be referred to a sole
Arbitrator who shall be an independent and neutral third party appointed
exclusively by the Licensor. The Licensee shall not object to the appointment
of the Arbitrator so appointed by the Licensor. The place of arbitration shall
be Ahemedabad, India. The Arbitration & Conciliation Act, 1996 as amended by The
Arbitration & Conciliation (Amendment) Act, 2015, shall govern the
arbitration proceedings. The arbitration proceedings shall be held in the
English language.


This document is an electronic record in terms of Information Technology Act,
2000 and the amended provisions pertaining to electronic records in various
statutes as amended by the Information Technology Act, 2000. This electronic
record is generated by a computer system and does not require any physical or
digital signatures.