This License Policy Agreement shall take effect on the date of purchase of any software product or otherwise between the buyer of the concerned product (hereinafter will be referred as the ‘Licensee’) and RTW Technologies Pvt. Ltd. (hereinafter will be referred as the ‘Licensor’).

Preamble

The Licensor is a web and mobile app development company, engaged in the eCommerce-based software product development and marketing business offering solutions to enterprises, SMBs, etc.

The company has developed and sold an array of reliable and top rated software products for different open source platforms widely used by a reputed clientele base worldwide.

License Agreement

Hereinafter, the terms and conditions will govern the use of the software products purchased by the Licensee for execution of eCommerce websites from the Licensor in the event of Licensee seeking to obtain the license and the Licensor agrees to provide the license.

Upon successful purchase of a license for the specific period and the Licensor granting the License, both the Licensor and Licensee hereby are with the intent of being legally bound, agree to abide by the terms of this License Policy mentioned hereinafter.

Terminologies and Definitions

The capitalized terminologies shall pertain to the respective definitions as set forth hereinafter used in this License Agreement.

'Source Code': The Licensor maintains the software for each product in the form of a specific computer program source code that is inclusive of all third-party executables, components, development, maintenance, libraries, documentation, and support, of the software product including the updates, bug fixations, program revisions, thereto provided by the licensor either in part or as a whole.
‘Documentation’: The documentation of each software product can be written in printed form on a paper material, digital record, or on any stored format or otherwise pertains to the Software and/or Source Code.

This is inclusive of user guide, step-by-step instructions, technical specifications, Software or Source Code annotations, product descriptions, usage instructions, principles and different modes of functionality.
‘Derivative Works’: Derivative works are the work either in parts or whole incorporated and/or based on one/multiple other pre-existing works of the licensor including the Source Code, Documentation and/or otherwise developed by the Licensee, its officers, agents, employees or contractors.
The derivative works may be executed as modification, improvement, revision, translation (inclusive of recapitulation or compilation on a computer), condensation, abridgement, expansion or in any other form that the pre-existing work may be adapted, reorganized or transformed.
The derivative works also includes any form of compilation of any pre-existing work. ‘Improvements’: Improvements pertain to the Software, inclusive of modifications of all types- developed, acquired, or conceived from and after the date hereof and applicable to throughout the term of this Agreement.

Software License

Grant of License

The Licensee is hereby granted the License by the Licensor and the Licensee accepts globally perpetual, non-exclusive, royalty-free rights and licenses as per the conditions set forth hereinafter.

The License grants the Licensee the right of using, incorporating the software either in whole/part for website only on a single domain only solely for personal/business purposes. This may include integration if all or part of Licensor’s product into Licensee’s website software code.
The License does not grant permission to the Licensee to compile, copy or distribute the Software or its Derivative works in any form at any point of time.
The provisions of the license strictly forbids the Licensee from creating any sort of backups or archival copies of the Software and/or Source Code, Documentation or otherwise.

License Rights and Limitations

By purchasing the license, the Licensee agrees to abide by the following rights and is also imposed to the specific limitations mentioned hereof.

The Licensor shall grant the Licensee the provision to download only one copy of the concerned software product as selected and agreed by the Licensee at the time of purchase.
The Licensee must agree to use the Software product for the sole use of the License for the purpose of his own website/mobile app development.
The Licensee will not be granted the right of selling, distributing, sub-licensing, leasing/renting, transferring the license (either in part of whole) rights, software or its documentation (modified or unmodified) to anyone else under any circumstances.
The Licensee does not have the right to place the software on a server platform giving accessibility of the source code through any public network- internet for distributing it to any third party of whoever it may concern. In the event of using any source code management system such as Github, the Licensee can use the code therein exclusively on under the conditions of possessing a paid subscription obtained from the management system.
The Licensee does not have the authorization for appointing or collaborating with any third parties for working or performing any development services using the Source Code, Documentation and/or the source code to derivative works covered under this License agreement. The release of Source Code, Derivative Work source code and/or Documentation to any third party or whatsoever shall be subjected as the violation of this License Agreement, inter-alia necessitating immediate termination of the License user contract and legal action or Arbitration.

License Ownership Rights

Software Program and Source Code: All rights, title, interest, on the Software and the Source Code, Source Modifications, Bug Fixation and otherwise shall remain the sole property of the Licensor.

Derivative Works: The Licensee despite being the creator of Derivative Works is not authorized the rights, copyright, title and the interests in any Derivative Works and Improvements developed by or as a representative of the Licensee.

This License Agreement entitles the Licensor to protect and retain the intellectual property and the copyright of all such Derivative Works and Improvements also in any country as it may hold to be fit inclusive of and void of any limitations or whatsoever endeavouring copyright and/or any form of patent protection or otherwise.

License Fee

The Licensee shall expend the full amount to the Licensor as stated on the portal wherein the Licensee placed the order, as a one-time upfront fees in cogitation for the rights and the licenses granted (termed as ‘License Fee’ hereunder) hereinafter.
The Licensee shall pay the License Fee upfront at the time of proceeding the purchase order. Upon payment, no credit or reimbursement will be done under any circumstances.
Upon payment done successfully, the License fees stands non-refundable. For user experience, the Licensee must obtain documentation and demonstration of the software, its features and functionalities, clear all doubts regarding the product by raising pre-sales queries or/and whatsoever to be entirely satisfied and thereafter place the order. Hence, the License fees fully or partly is non-refundable as the Licensee has fully ensured about the Software and Source Code and thereafter purchased the License.
RTW Technologies is not liable to approve any claim for refund- either in part or whole under any circumstances.

Warranties and Representations

Mutual Representation and Warranty

Both the Licensor and the Licensee warrant and represent to each other all the below mentioned terms and conditions:

The party has a duly organized legal entity, possessing valid existence and of good repute;
The party is authorized or possess the authority and power of regulating its business as being conducted at present and to accomplish, deliver, implement and enter into this Agreement;
Such party has validly and duly accepted this Agreement constituting the valid and binding legal obligations of such parties respectively, shall be enforceable against such party as per their respective terms;
The acceptance, regulation, proceedings, performance and delivery of this License Agreement shall not and does not infringe the charter of such party or by-laws in any way or whatsoever;
The execution, acceptance or/and otherwise of this Agreement is not subject to the authorization, consent, approval, exemptions or otherwise by any Government Entity or any third-party.
The Licensor herein warrants the following pertaining the Software and all other products:
The Software is fully functional and will perform as per the documentation and demonstration mentioned on the website or all published functionalities as provided to the customers and description of the Software by the Licensor.
The Software add-ons, if purchased at any point of time by the Licensee from this Licensor shall not diminish or interfere with the features and functionalities of the Software specifications as they existed at the time of execution of this Agreement.

Copyright and Intellectual Property

The Licensor warrants and represents that it shall remain the sole and exclusive owner of all the copyright and intellectual property in the Software (inclusive of the Source Code, Documentation in any form or/and otherwise) possessing a decent marketable title to the Software (inclusive of the Source Code, Documentation in any form or/and otherwise) being free and void of all liens, constraints, claims of all kind or whatsoever.

The grant of License and rights by the Licensor to the Licensee hereafter is not subject to the infringement of any third party property, personal rights, or/and intellectual property or otherwise.

License Termination

The Licensor shall have the sole discretion and possesses the right to terminate the License at any point of time in the event of the Licensee being found manipulating or not abiding by any of the terms of this License Agreement.
The Licensee may at its own discretion terminate the Agreement and discontinue using the Software product on his website at any point of time by choosing to uninstall the Software fully or/and by destroying the concerned Software (or any existing copies thereafter). In the event of uninstalling the Software, the Licensee shall not stand eligible for seeking a reimbursement of the full or partial amount paid at the time of purchase to the Licensor by it under any circumstances.
This License Agreement, subject to the Licensee’s payment obligations, shall attain commencement as on the date of making the payment for the Software purchase to the Licensor by the Licensee, and shall remain in effect until the termination initiated by either of the parties.
In the event of termination of this Agreement under whatsoever circumstance, the provisions mentioned hereinafter shall survive.

Indemnification

By choosing to discontinue using the License in any form, the Licensee agrees to release and indemnify, defend and hold the Licensor harmless (alongside its officers, developers, affiliates, directors, employees, agents and/or otherwise) against any form of claim, losses, damage, costs, taxes, settlements, expenses or other liabilities of any form (inclusive of- attorneys’ fee, without limitation) arising from or relating to:

Any alleged or authentic breach of any obligations as stated in this Agreement;
Any reimbursement, adjustments, or Software return;
Any claim for alleged or genuine Intellectual Property Rights infringements aroused due to any third party or damages pertaining thereto; or
Taxes of any nature or otherwise.

Liability Limitations

Licensor shall not be held liable for circumstances of any direct, indirect, special, incidental, exemplary or consequential damages, inclusive of but not limited to the damages resulting from the loss of repute, profits, usage, data, or intangible losses of any nature emerging due to or related with the Software, whether in warranty, contract, tort or others (inclusive of software liability, negligence, any nature of civil responsibility, or any other theory or otherwise) to the Licensee or any third party for the cost of software, cover, recovery/ reduction or withholding of any investment made by the Licensee or its partners, associates, employees, directors, agents, affiliates or otherwise in the connection with this Agreement, or for any other loss of revenue, business, profits, data or retributive, consequential damages emerging in relation to this Agreement.

The Licensor’s aggregate liability emerging in connection with this Agreement or the transactions cogitated hereby shall not exceed at any point of time, or under any circumstances, the total amounts received from the Licensee by the Licensor in relating to the specific Software causing to the claim.

Force Majeure

The Licensor shall not be held liable under the circumstances of any delay, or failure of executing any of its obligations under this License Agreement for reasons, events, matters or otherwise beyond the reasonable control of the Licensor.

Nature of Relationship of the Licensor and Licensee

Both the Licensor and the Licensee are independent legal entities, and under no circumstances shall anything in this Agreement be interpreted to develop a joint venture, association of individuals, agencies, franchise, partnership, sales representative, or employment relationship between either of the parties.

The Licensee shall have no authority to create, or accept any offers or representations on behalf of the Licensor. The relationship between the either parties shall be that of Licensor and Licensee only. All rights, duties, responsibilities, liabilities or otherwise of the either parties will be governed by the provisions in the Agreement.

Modifications

The Licensor reserves the right to modify the terms and conditions mentioned in this Agreement at any point of time at its sole discretion. Any changes will stand effective on the event of such changes made live on the Company’s website, and the Licensee is responsible for reviewing these modifications and informing itself of all the issued notifications and applicable changes.

The continued usage of the Software by the Licensee after the publishing the amendments by the Licensor, shall represent the acceptance of the new modifications by the Licensee.

Miscellaneous

General Provisions

Hereinafter the purchase of the License by the Licensee, this Agreement:

May be amended from time to time only through writing duly signed by both the parties.
May be regulated and executed in various counterparts, each of them shall be deemed as original but all of that shall comprise one and the same instrument.
Contains the full agreement between the parties with respect to the transactions, considered hereby superseding all prior written and oral agreements, and all contemporaneous oral agreements pertaining to such transactions.
Shall be governed by, and interpreted and enforced as per the laws of India; and shall be binding upon and indurate to the benefit of, both the parties and their respective successors and permitted delegates.
Each of the parties hereby irretrievably submits to the jurisdiction of the Courts at Delhi, India, for the purposes of any proceedings, action or otherwise arising due to or relating to this Agreement or the subject matter of this document and brought by any other party.

Assignment

The Licensee under no circumstances can assign, pledge, or otherwise transfer, whether by operation of law or otherwise, this Agreement, or any of its obligations pertaining to the purchase of the license hereunder, without obtaining the prior consent of the Licensor in properly written format which consent shall not be withheld unreasonably.

Notifications

Unless of otherwise particularly provided herein, all notifications, consents, requests, demands and communications in any form permitted or required hereunder:

Shall be in writing
Shall be sent via certified or registered mail/email address, messenger, or trusted express delivery service, to the appropriate address(es) set forth hereunder.
Shall be interpreted as to have been provided on the date of receipt by the addressee, as per evidence in the receipt implemented by the addressee (or a responsible person in his/her office), the records of the Party delivering such a notice or communication to the effect on the event that the claim of receipt of such communications refused by the addressee if and when imparted via messenger, email, mail, or express delivery service. All such communications shall be forwarded to the following addresses or numbers, or to such other addresses or numbers as informed by any of the parties to the others via five days’ prior notice:
If to RTW Technologies Pvt. Ltd. (Licensor):
H. No. 633/006 Govind Vihar Colony,
Chinhat Lucknow,
Lucknow UP- 226028 India

If to the Licensee:

At the address provided to the Licensor by the Licensee at the time of placing order or generating invoice.

Doctrine of Salvatorious

Both the parties intent that the provisions in the License Agreement be enforced to the fullest extent as permissible by the public policies and laws of India wherein the enforcement hereof is sought. In persistence of the foregoing, each provision hereof will be severable from each other provision, any of the provisions (if any) becomes/is unenforceable shall be regarded as the following:

In the event of any such provision be found to be conflicting with or in contrary with any requisites of any statute, regulations or rules in effect, then such requisites shall be substituted for or incorporated into such unenforceable provision to the minimum extent essential to bring the provision into enforcement.
The court, arbitrator or the agency in consideration to the matter is hereby authorized to (or in case such court, arbitrator or the agency fails to execute so or is found unwilling, then the parties may) amend the specific provision to the minimum extent essential to make such provision enforceable. The parties hereby bestow consent to the introduction of an order to amend such provision.
In the event of any such provision be found unsuitable for reformation and made enforceable pursuant to the clause (i) or (ii) above, then such provision shall be regarded ineffective to the least extent essential for making the rest of this Agreement enforceable. The validity or enforceability of any other provisions herein shall not be affected by any application of the foregoing provisions to any provision.
The Licensee by purchasing the Software, acknowledges that it has read this Agreement carefully and agrees to consent of the Agreement and its terms and also agrees to use the Software product in compliance with this Agreement.
The Licensor possesses the sole and exclusive copyright of the Software in whole. The Software whether in part or whole thereof is subject to copyright laws and is liable to be protected by applicable legal regulations. The Copyright violation and infringement of any nature is subject to legal prosecution according to the applicable current laws. The Licensor shall reserve the right to repeal the license of any user in the event of being found holding an invalid license or not holding any license.
This Agreement bestows the right of using only a single copy of the Software on only one domain solely for the own business or personal use of the Licensee, subject to all the provisions, terms and conditions of this License Agreement. For each new Software installation, the user must purchase a separate License. Any event of Software distribution without prior written consent of the Licensor (inclusive of non-commercial distribution) shall be considered as violation of the terms of the Agreement, entailing immediate termination of the Agreement and may additionally both criminal and civil liability as per the applicable current laws.
The Licensor reserves the right to publish a list of selected Licensees or/and users of its Software and the permission of any nature from the Licensee is not required in this regard. By using this License, the Licensee agrees that the Licensor may, in its sole discretion, make available or disclose any submitted or provided information by the Licensee or otherwise hereof in this Agreement to any governmental, regulatory, judicial, quasi-judicial, or any other authority as may be needed by the Licensor for cooperation or/and compliance with any of the instructions, orders, or directions or fulfil any of the requisites under the current applicable laws.
In the event of being found using the Software by the Licensee after sending of the notification of termination by the Licensor, the Licensee agrees to accept an embargo to restrain itself from the further usage of the License, and to pay all costs (inclusive of but not limited to reasonable attorney fees) to enforce the prohibition or repeal the License, and any losses suffered by the Licensor due to the manipulation of the Software of any sort by the Licensee.

Breach of License Agreement

In the event of any circumstances of dispute between the Licensee and the Licensor pertaining to the License validity, breach of license agreement, or otherwise, the Licensor reserves the right to appoint and refer (exclusively) the same to a neutral and independent third party sole Arbitrator.

The Licensee under no circumstances shall raise an objection to the decision of the Licensor appointing the Arbitrator. All arbitration issues shall be conducted in Delhi, India in English Language. All arbitration procedures shall be governed by the Arbitration & Conciliation Act, 1996 as per The Arbitration & Conciliation (Amendment) Act, 2015.

Disclaimer

This a computer generated electronic record not subject to any requirement of digital signatures or otherwise for implementation. The documentation of this electronic record has been generated as per the terms of the IT Act, 2000. All amended provisions in various statutes in this electronic record are conducted as per the IT Act, 2000.