COMPANY

THIS SOFTWARE SERVICES AGREEMENT (the "Agreement") is entered into and effective as of the day you “AGREE” (the “Effective Date”) by and between Logicube Technology Solutions Pvt. Ltd. and you or the company or entity you represent ("Client" or “You”). LOGICUBE TECHNOLOGY SOLUTIONS PVT. LTD. HAS COMPLETE DISCRETION TO UPDATE AND CHANGE THE SOFTWARE SERVICES AGREEMENT FROM TIME TO TIME AND TO CHANGE THE SCOPE OR FEATURES OF THE SOFTWARE SERVICES FROM TIME TO TIME. LOGICUBE TECHNOLOGY SOLUTIONS PVT. LTD. MAY MAKE SUCH CHANGES WITHOUT NOTICE. IF YOU CONTINUE TO USE THE SOFTWARE SERVICES AFTER ANY SUCH CHANGES, WITH OR WITHOUT NOTICE, YOU WILL BE CONSIDERED TO HAVE CONSENTED TO THEM.

1. Provision of Software Services

Subject to the terms and conditions of this Agreement, Logicube Technology Solutions Pvt. Ltd. shall provide certain software services (the “Software Services”) and user documentation, if any, provided by Logicube Technology Solutions Pvt. Ltd. on the use of Software Services (“Documentation”) to Client and certain individuals or entities that are authorized to use the Software Services (“Authorized Users”). For clarification, Documentation means the official user documentation provided by Logicube Technology Solutions Pvt. Ltd. to Client on the use of the Software Services. Any installation guide or end user documentation not prepared or provided by Logicube Technology Solutions Pvt. Ltd.; any online community site; unofficial documentation, videos, white papers, or related media; or feedback does not constitute Documentation. Logicube Technology Solutions Pvt. Ltd. hereby grants Client a limited, non-exclusive, non-transferable and non-sub licensable license to access and use the Software Services and Documentation during the Term (defined below) provided Client complies with the terms and conditions of this Agreement. If the Software Services and Documentation are provided to Client for evaluation purposes, Logicube Technology Solutions Pvt. Ltd. grants to Client a limited, non-exclusive, non-transferable, non-sub licensable and royalty-free evaluation license to use the Software Services solely for evaluation prior to purchase (“Evaluation License”). The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from Logicube Technology Solutions Pvt. Ltd., at its sole discretion. Notwithstanding any other provision contained herein, Software Services provided pursuant to an Evaluation License are proved to Client “AS IS” without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific evaluation terms set forth in the Section, all other terms of this Software Services Agreement shall apply to the Software Services under an Evaluation License.

2. Client’s Obligations; License Restrictions

Client will (i) be responsible for its and its Authorized Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Client Data (defined below) and means relating to acquisition of the Client Data; (iii) not provide, make available to, or permit other individuals to use or access the Software Services, except under the terms listed herein, and that Client will responsible for any unauthorized activity of the Software Services; (iv) not sell, resell, rent, or lease the Software Services; (v) not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Software Services; (vi) not remove any proprietary notices or labels on the Software Services; (vii) not license the Software Services if Client (or any of its Authorized Users) is a direct competitor of Logicube Technology Solutions Pvt. Ltd. or its affiliated entities for the purposes of monitoring the Software Service’s availability, performance, or functionality or for any other benchmarking or competitive purposes; (viii) not use the Software Services to store or transmit infringing, libellous, unlawful, or tortuous material or to store or transmit material in violation of third party privacy rights; (ix) not use the Software Services to store or transmit malicious code; or (x) interfere with or disrupt the integrity or performance of the Software Services.

3. Fees & Payment

Client’s Obligations; License Restrictions. All orders placed will be considered final. Fees will be due and payable as set forth on the web site or otherwise conveyed to you during the order process. Fees for any Renewal Term shall be at Logicube Technology Solutions Pvt. Ltd.’s then standard rates, currently in effect, or if applicable, as otherwise set forth on the web site or otherwise conveyed to you by Logicube Technology Solutions Pvt. Ltd. If Client fails to pay in accordance with the payment terms, Logicube Technology Solutions Pvt. Ltd. shall be entitled, at its sole discretion, (i) to suspend provision of the Software Services temporarily until Client fulfils its pending obligations or (ii) to terminate this Agreement for breach. Unless otherwise stated, all payments made under this Agreement shall be in Indian Rupees (INR). Except as otherwise expressly provided herein, fees are non-refundable.

4. Term & Termination

Term. Unless terminated earlier in accordance with this Section, this Agreement will begin on the Effective Date and will continue until the end of the period specified in the applicable quote or order form for the Software Services (the “Initial Service Term”) and shall be automatically renewed for additional terms of the same duration as the Initial Service Term (each, a “Renewal Term”, collectively with the Initial Service Term, the “Term”). Termination. Client may terminate this Agreement prior to expiration of the then-current Term. Logicube Technology Solutions Pvt. Ltd. may terminate this Agreement upon thirty (30) days prior written notice, or immediately if the Client becomes subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, the Client infringes or misappropriates Logicube Technology Solutions Pvt. Ltd.’s intellectual property, or breaches the License Restrictions or Confidentiality provision set forth herein. Effect of Termination. Termination shall not relieve Client of the obligation to pay any fees or other amounts accrued or payable to Logicube Technology Solutions Pvt. Ltd. through the end of the then-current Term. Client shall not receive a credit or refund for any fees or payments made prior to termination. Sections 3 through 12 shall survive any termination or expiration of this Agreement.

5. Client Data

Logicube Technology Solutions Pvt. Ltd. agrees that the data and information uploaded by Client (or Authorized Users of Client) that is stored or processed via the Software Services (the “Client Data”) shall be treated as confidential pursuant to Section 8 by Logicube Technology Solutions Pvt. Ltd. and shall remain Client’s sole property. Client agrees that it is responsible for maintaining and protecting backups of all Client Data directly or indirectly processed using the Software Services and that Logicube Technology Solutions Pvt. Ltd. is not responsible for the failure to store, the loss, or the corruption of Client Data. Client agrees that Logicube Technology Solutions Pvt. Ltd. and its affiliated entities will collect and track technical and related information about Client and Client’s use of the Software Services, including Client’s internet protocol address, the hardware and software that Client utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation to facilitate in the provision of updates, support, invoicing, marketing by Logicube Technology Solutions Pvt. Ltd., its affiliated entities, or its agents, and research and development. In the event that Logicube Technology Solutions Pvt. Ltd. is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, Logicube Technology Solutions Pvt. Ltd. shall take all commercially reasonable steps to provide the Client with prompt notice of any relevant order or basis for disclosure so as to allow Client to take whatever steps it can to object to such compulsory disclosure if Client so chooses.

6. Confidentiality

Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or otherwise agreed in writing.

7. Proprietary Rights

The Software Services are licensed, not sold. Use herein of the word “purchase” in conjunction with licenses of the Software Services shall not imply a transfer of ownership. Except for the limited rights expressly granted by Logicube Technology Solutions Pvt. Ltd. to Client in Section 1, Client acknowledges and agrees that, as between Client and Logicube Technology Solutions Pvt. Ltd., all right, title and interest, including all copyright, trademark, patent, trade secret, intellectual property (including but not limited to algorithms and business processes) and other proprietary rights, arising out of or relating to the provision of the Software Services belong exclusively to Logicube Technology Solutions Pvt. Ltd., other than the Client Data. Logicube Technology Solutions Pvt. Ltd. is hereby granted a royalty-free, fully-paid, worldwide, exclusive, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into its products and services any information, data, suggestions, enhancement requests, recommendations or other feedback provided by Client or its Authorized Users relating to the Software Services. All rights not expressly granted under this Agreement are reserved by Logicube Technology Solutions Pvt. Ltd.

8. Warranties

Logicube Technology Solutions Pvt. Ltd. warrants to Client that for a period of fifteen (15) days following the initial purchase of the Software Services to Client that the Software Services will perform substantially in conformance with the Documentation. Logicube Technology Solutions Pvt. Ltd. does not warrant that the Software Services will meet all of Client’s requirements or that use of the Software Services will be uninterrupted, secure, or error-free. To the maximum extent permitted under applicable law, as Logicube Technology Solutions Pvt. Ltd.’s and its suppliers’ entire liability, and as Client’s sole and exclusive remedy for a breach of the foregoing warranty, Logicube Technology Solutions Pvt. Ltd. will, at its sole option and expense, promptly repair the Software Services. Each party warrants that: (i) it has the necessary corporate power and authority to enter into and perform this Agreement; (ii) this Agreement does not and will not conflict with any other agreement or understanding to which such party is a party or by which it is bound; and (iii) the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement.

9. Returns and Cancellation Policy

Logicube Technology Solutions Pvt. Ltd. is committed to your total satisfaction. At any time before requesting your first round of revisions, you may request to stop all work and refund your money. Refunds will be processed within 2-7 business days of your request. This refund policy is void if any of the following conditions apply:

• 1) If you have requested revisions, approved the work or requested a second set of concepts;
• 2) If you delay more than 7 days before requesting a refund;
• 3) Once you have requested your first round of revisions, you will no longer be eligible for a refund.
• 4) Refunds are only available to the actual Client for whom the project was created. No refund is available for those who order our design services on behalf of another entity.

Should you receive a refund, you agree that your acceptance of the refund shall constitute your sole and exclusive remedy. You also acknowledge that you will have no right (express or implied) to use any rejected concepts or have any ownership interest in or to the same.

10. Delivery of Work

All interactions occur over the internet and all delivery is via email. Order confirmation will be sent to you by email confirming the immediate start of the project within one business day. Orders are confirmed only after receipt of 50% deposit of the project cost. If you do not respond to your initial concepts for a period of 30 days, your order will be considered completed. No refund will be available and no revisions will be provided.

11. Payments

If the applicable Purchasing Agreement does not contain specific payment terms for the Fees in question, payment of those Fees will be due within 15 days after the date of invoice generation. If you do not pay an amount by the scheduled due date, Logicube Technology Solutions Pvt. Ltd. will have the right to withhold the delivery of License Keys and/or terminate this agreement or a Purchasing Agreement and accelerate the due date of all remaining payments. In this event, you will owe the entire outstanding balance as soon as you receive written notice from Logicube Technology Solutions Pvt. Ltd. that your payment is due. All payments you make to Logicube Technology Solutions Pvt. Ltd. are non-refundable. You may not offset any amounts you believe Logicube Technology Solutions Pvt. Ltd. owes you against any payments you make to Logicube Technology Solutions Pvt. Ltd. under this agreement. You must make payments in INR. If you do not pay an amount by the due date, you must also pay a late payment charge of 1.5% per month or the highest rate permitted by law, whichever is less.

12. Limit of Liability

IN NO EVENT SHALL Logicube Technology Solutions Pvt. Ltd. INCUR ANY LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SOFTWARE.

13. Disclaimer

THE SOFTWARE SERVICES, THE DOCUMENTATION AND ALL OTHER PRODUCTS AND SERVICES, INCLUDING THIRD PARTY HOSTING SERVICES, PROVIDED HEREUNDER ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, Logicube Technology Solutions Pvt. Ltd. HEREBY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LOGICUBE TECHNOLOGY SOLUTIONS PVT. LTD. SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, VALUE OR QUALITIES OF ANY SERVICES, INFORMATION OR MATERIALS PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WHETHER ANY SUCH SERVICES, INFORMATION OR MATERIALS WILL BE ACCURATE, COMPLETE, SECURE, CONTINUOUS, UNINTERRUPTED, NON-INFRINGING OR ERROR-FREE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, INCLUDING ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. LOGICUBE TECHNOLOGY SOLUTIONS PVT. LTD. ALSO SPECIFICALLY DISCLAIMS RESPONSIBILITY OF THIRD PARTY PRODUCTS AND SERVICES WITH WHICH CLIENT MAY UTILIZE THE SOFTWARE SERVICES, AND CLIENT SPECIFICALLY DISCLAIMS AND WAIVES ANY RIGHTS AND CLAIMS CLIENT MAY HAVE AGAINST LOGICUBE TECHNOLOGY SOLUTIONS PVT. LTD. WITH RESPECT TO SUCH THIRD PARTY PRODUCTS AND SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY LAW.