BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THE SOFTWARE APPLICATION THE CUSTOMER ABOVE NAMED ACKNOWLEDGES HAVING READ THIS AGREEMENT, UNDERSTANDS IT AND ACCEPTS THE TERMS AND CONDITIONS HEREIN CONTAINED FOR PURCHASE OF SOFTWARE LICENSE DESCRIBED BELOW FROM SOFTRONIC SYSTEMS (PVT.) LTD., LATER REFERRED TO AS SSPL, HAVING ITS HEAD OFFICE AT 135, K.M.C.H.S, KARACHI, PAKISTAN WITH THE CLIENTACCESS LICENSE NUMBER, WARRANTY PERIOD, NET AMOUNT PAYABLE, MODE OF PAYMENT AND THE OPERATING PLATFORM MENTOINED BELOW. IF THIS AGREEMENT IS EXECUTED ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, THE EXECUTANT REPRESENTS AND WARRANTS THAT HE HAS FULL AUTHORITY TO BIND THAT PERSON OR COMPANY OR LEGAL ENTITY TO THESE TERMS.

 

THE CUSTOMER NOT AGREEING TO THESE TERMS:

• DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THIS SOFTWARE, AND

• PROMPTLY RETURN THIS SOFTWARE AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM CUSTOMER ACQUIRED THEM

 

THIS SOFTWARE LICENSE AGREEMENT is a Legal Contract between the Customer, either an individual or entity and Softronic Systems (Private) Limited (SSPL)

 

1. GRANT OF LICENSE

1.1           Subject to Customer's full and ongoing compliance with the terms and conditions of this Agreement, including without                              limitation payment of all applicable license fees. SSPL hereby grants to Customer, and Customer accepts, a personal,                                limited, non-exclusive, non-transferable (except as set forth herein), non-assignable, revocable license to use the,                                        described in Exhibit "A" ("Software Application") during the Term in machine-readable, object code form only, and the                                Documentation, only as authorized in this Agreement.

 

2. RIGHTS GRANTED

2.1         The Customer has the non-exclusive, non-assignable, royalty free, limited right to use the Software Applications and receive any services Customer acquired solely for Customer's internal business operations and subject to the terms of this Agreement.

 

 

3. SCOPE OF USE

3.1         Customer's license to use the Software Application is conditioned on the following license restrictions, and any use of the Software Application in violation of any of these restrictions, or any of the other terms of this Agreement is a breach of this Agreement and is unlicensed.  Customer may use one copy of the Software Application activated on a device owned, leased, or otherwise controlled by Customer, at a single time (the “Authorized Device”). If Customer has multiple license for the Software Application, Customer may install and use as many copies of the Software Application as Customer has license, in each case, on an Authorized Device and only as authorized herein. For purposes of this Agreement, “use” of the Software Application means loading the Software Application into the temporary or permanent memory of an Authorized Device. Installation of the Software Application on a network server solely for distribution to other computers is not “use” of the Software Application, and is permitted, provided that Customer has a valid license for each Authorized Device on which the Software Application is installed. The Software Application may not be used on, distributed to, or installed on a greater number of computers than Customer has license. If Customer's use or distribute the Software Application to multiple users, Customer must ensure that the number of Authorized Devices does not exceed the number of license Customer has obtained, or Customer will be in breach of this Agreement and such use and distribution is unlicensed.

 

4. PRODUCT SPECIFIC TERMS (SSPL ACCESS SOFTWARE APPLICATION LICENSE)

             4.1          If Customer acquires the SSPL ACCESS Software Application, the following terms and conditions supplement the Agreement              and therefore also apply to Customer:

4.1.1  Customer acknowledges that this Agreement is concluded between Customer and SSPL only, and not any other company (“Authorized Third Parties”), and SSPL is solely responsible for the Software Application. SSPL only provides to Customer a license to use the Software Application on Customer's Authorized Device on the terms stated herein.  SSPL does not provide Customer with any third party licenses that may be required to use or run this Software Application on Customer's Authorized Device and it is solely Customer's responsibility to obtain all necessary software licenses from respective Authorized Third Parties. Customer agree that Customer may not use the Software Application in any way that conflicts with or violates the terms of service or other agreements between Customer and any Third Party.

4.1.2   Notwithstanding anything to the contrary contained in this Agreement, Customer may use the Software Application on any Authorized Device owned, leased, or otherwise controlled by Customer.

4.1.3   For purposes of this Agreement, the Software Application also includes any updates, enhancements, modifications, revisions, or additions to the Software Application made by SSPL and made available to end-users through the Authorized Third Party reseller where Customer purchased the Software Application.

4.1.4   This Agreement shall terminate immediately upon the termination of Customer's underlying SSPL account.

4.1.5  Customer acquired the Software Application through a third-party reseller and Customer acknowledge and agree that the reseller, and its  subsidiaries, are third party beneficiaries of this Agreement, and that the Authorized Third Party reseller will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third party beneficiary thereof.

4.1.6    The Customer acknowledges and agrees that access may be disabled by SSPL for a limited amount of time in the event that SSPL needs to carry out maintenance activities.

4.1.7    Customer acknowledges that Customer is responsible for protecting Customer's password and Customer's Authorized Device from all unauthorized use and SSPL will have no liability whatsoever in the event that Customer's SSPL account, Customer's subscription to SSPL Access, Customer's personal data or Customer's Authorized Device is accessed by anyone other than Customer.

4.1.8    If a Customer purchases Units for Assessment and Feedback, they can only use the module if they have a certified user. Access will only be give to the certified user.

5. USE OF SOFTWARE AS A SERVICE

5.1        When using Software Application that is hosted by SSPL (“Software as a Service”), the following terms apply to Customer.

5.1.1       Customer agrees to: (1) protect Customer's password, applicable devices and account from all unauthorized use 

5.1.2      Customer agrees not to: (1) use the Service in a way that violates any applicable laws or regulations; (2) distribute viruses or other harmful or malicious computer code via the Service; (c) engage in any conduct that disrupts or impedes the Service; (3) engage in "screen scraping," "database scraping," "data mining" or any other activity with the purpose of obtaining lists of users or other information from the Service or that uses web “bots” or similar data gathering or extraction methods. 

5.1.3     SSPL can suspend Customer's access to the Service if, in its sole discretion, SSPL believes: (1) there is risk to the security or privacy of  Customer's account; (2) there is a threat to the security or integrity of SSPL’s network or the Service; (3) suspension is needed to protect the rights, property or safety of SSPL, its users or the public or is required by law.

 

6. LICENSE FEES

6.1          The Software Application will be available to Customer for use upon the Customer's obtaining one or more user licenses. On acceptance of this Agreement, Customer may obtain one or more license by paying the requisite license fees, using the procedure set forth on SSPL's website http://myportal.people.partners. License fees for term-based licenses are due prior to the commencement of the applicable term, and may be re-billed to the payment instrument Customer used for Customer's initial purchase upon the commencement of any renewal term.  Customer's license to the Software Application will terminate automatically without notice if Customer notify SSPL in advance that Customer does not intend to renew a term-based license or if Customer fails to pay a renewal fee for a term-based license.  The license fees paid by the Customer are paid in consideration of the license granted under this Agreement. License amount paid in advance will be refunded for unused period if customer cancels the services prematurely.

 

7. TERM AND TERMINATION

7.1         This Agreement is effective upon Customer's acceptance of the Agreement, or upon Customer's downloading, installing, accessing, and using the Software Application, even if Customer have not expressly accepted this Agreement. This Agreement shall continue in effect until expiration or termination as provided herein (the “Term”).  Term-based licenses terminate upon the expiration of the prepaid term, unless Customer have paid all applicable fees to extend the Term.  Without prejudice to any other rights, this Agreement will terminate automatically without notice to Customer if Customer commits breach or fails to comply with any of the limitations or other requirements described herein, including the payment of any applicable fees, and Customer agrees that in any such case SSPL may, in addition to any other remedies it may have at law or in equity, remotely disable the Software Application. Customer may terminate this License Agreement at any time by providing written notice of Customer's decision to terminate the Agreement to SSPL and ceasing use of the Software Application and Documentation.  Upon any termination or expiration of the Agreement for any reason, Customer agree to uninstall the Software Application and either return to SSPL the Software Application, Documentation, all copies thereof, and all licenses that Customer have obtained, or to destroy all such materials and provide written verification of such destruction to SSPL.

 

8. LIMITED WARRANTY

8.1          WARRANTY DISCLAIMER - EXCEPT FOR THE SOLE LIMITED WARRANTY EXPRESSLY GRANTED TO CUSTOMER IN SECTION 9.1, THE PACKAGE AND DOCUMENTATION ARE LICENSED “AS IS,” AND SSPL DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE FULLEST EXTENT AUTHORIZED BY LAW.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SSPL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND FOR THE THIRD PARTY SOFTWARE APPLICATION, AND DOES NOT WARRANT THAT THE PACKAGE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT OPERATION OF THE PACKAGE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE PACKAGE WILL BE CORRECTED OR THAT THE PACKAGE WILL BE COMPATIBLE WITH FUTURE SSPL’ PRODUCTS, OR THAT ANY INFORMATION OR DATA STORED OR TRANSMITTED THROUGH THE PACKAGE WILL NOT BE LOST, CORRUPTED OR DESTROYED. CUSTOMER ASSUMES RESPONSIBILITY FOR SELECTING THE PACKAGE TO ACHIEVE CUSTOMER'S INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM CUSTOMER'S USE OF THE PACKAGE. CUSTOMER SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE PACKAGE.

 

9. LIMITATION OF LIABILITY

9.1        IN NO EVENT SHALL SSPL BE LIABLE TO CUSTOMER OR ANY PARTY RELATED TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS), WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF SSPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL SSPL’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS OF ANY KIND ARISING HEREUNDER EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE APPLICATION GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE CLAIM.  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

10. LICENSE EXPIRATION

10.1       Customer license may include an expiration date that can result in the termination of the license. If Customer license is stolen, or if Customer suspect any improper or illegal usage of Customer license outside of Customer control Customer should promptly notify SSPL of such occurrence. A replacement license will be issued to Customer and the suspect license will be allowed to expire. For Customer convenience SSPL may, but has no obligation to, provide license expiration warnings in the product interface. It is Customer responsibility to contact SSPL regarding any potential expiration that Customer deem inappropriate. SSPL shall not liable for any damages or costs incurred in connection with the expired licenses.

 

11. PROPRIETARY RIGHTS TO SOFTWARE APPLICATION AND TRADEMARKS

11.1        Customer acknowledge that the Software Application and the Documentation are proprietary to SSPL, and other intellectual property laws and international treaties. Customer further acknowledge and agree that, as between Customer and SSPL, SSPL and its third party licensors own and shall continue to own all right, title, and interest in and to the Software Application and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws.  Except for the limited, revocable license expressly granted to Customer herein, this Agreement does not grant Customer any ownership or other right or interest in or to the Software Application or the Documentation or any other intellectual property rights of SSPL, whether by implication, estoppel, or otherwise.  Any and all trademarks or service marks that SSPL uses in connection with the Software Application or with services rendered by SSPL are marks owned by SSPL. This Agreement does not grant Customer any right, license, or interest in such marks, and Customer shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

 

12. CONFIDENTIALITY

12.1       Customer shall permit only authorized users, who possess rightfully obtained license, to use the Software Application or to view the Documentation.  Except as expressly authorized by this Agreement, Customer shall not make available the Software Application, Documentation, or any license to any third party, or use the Software Application, Documentation, or any license for any purpose other than exercising rights expressly granted to Customer hereunder. Customer agrees to cooperate with and assist SSPL in identifying and preventing any unauthorized use, copying, or disclosure of the Software Application, Documentation, or any portion thereof.

 

13. CONSENT TO USE DATA

13.1       Customer agrees that SSPL may collect and use technical data and related information—including but not limited to technical information about Customer device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to Customer (if any) related to the Software Application. SSPL may use this information, as long as it is in a form that does not personally identify Customer, to operate, provide, improve, and develop SSPL products, services and technologies, to prevent or investigate fraudulent or inappropriate use of our products, services, and technologies, for research and development, and for the other purposes described in this Agreement or to Customer as part of our products and services. 

13.2     SSPL may use some data related to Survey and Assessments for Research purpose.

 

14. Data

14.1       Data will be purged for good after 3 months of suspended service.

14.2      If Customer has integration their system with Attendance Machines, Raw Attendance data will be purged after 3 months.

14.3      Audit Trail records beyond 13 months will also be purged

 

15. INDEMNIFICATION

15.1       Customer will, at Customer's own expense, indemnify and hold SSPL, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Package (as defined below) by Customer, any party related to Customer, or any party acting upon Customer's authorization in a manner that is not expressly authorized by this Agreement.

 

16. THIRD PARTY SOFTWARE APPLICATION

16.1       The Software Application which is distributed to Customer may include various third party Software Application components or Software Application services ("Third Party Software Application" and together with the Software Application, are provided under separate license terms (the "Third Party Terms"), may be described. Customer are permitted to use the Third Party Software Application in conjunction with the Software Application, provided that such use is consistent with the terms of this Agreement. Customer may have broader rights to use the Third Party Software Application under the applicable Third Party Terms.  Nothing in this Agreement is intended to impose further restrictions on Customer's use of the Third Party Software Application in accordance with any Third Party Terms.  The Software Application may also enable interoperation with certain other third party operating systems and applications.  SSPL does not provide Customer with any such third party licenses and it is solely Customer's responsibility to obtain all necessary software licenses from respective vendors.

 

17. EVALUATION LICENSES

17.1        In the event Customer obtained a trial or evaluation version of the Software Application, it will be activated for a limited time period (the "Trial Period").  Customer may use the Software Application during the Trial Period for internal noncommercial purposes, solely to evaluate the suitability of the Software Application for Customer's needs.  Upon the expiration of the Trial Period Customer must either deactivated or destroy the Software Application, Documentation, all backup copies thereof.  If Customer does not purchase the License prior to the expiration of the Trial Period, this Agreement, and all Customer's rights and licenses hereunder will terminate at the expiration of the Trial Period.

 

18. COPIES AND MODIFICATIONS

18.1       Except and solely to the extent that such a restriction is prohibited under applicable law, Customer may not reverse engineer, decompile, disassemble, or otherwise translate the Software Application or any license Customer has obtained. Customer may not modify or adapt the Software Application that Customer has obtained in any way. Any such copies of the Software Application, Documentation, or license shall include any copyright or other proprietary notices that were included on such materials when Customer first received them. Except as authorized in this Section, no copies of the Software Application, Documentation, or any portions thereof, may be made by Customer or any person under Customer's authority or control.

 

19. ASSIGNMENT

19.1      This Agreement shall be binding upon and inure to the benefit of the parties' respective successors and permitted assigns. Neither Party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written consent of the other Party and any such attempted assignment shall be void, except that either Party may assign this Agreement and/or any of its rights and/or obligations hereunder, upon written notice to the other Party or another entity in the event of that Party's merger or consolidation with another entity, without the consent of the other Party, provided that the assignee is capable of fulfilling and intends to fulfill the obligations of the assigning Party under this Agreement. Each Party may terminate this Agreement in case there is a change of control of the other Party, but shall not be entitled to any refund whatsoever and all amounts owing shall be immediately paid.

 

20. FORCE MAJEURE

20.1        The obligations (except payment obligation) of each Party under this Agreement shall be suspended during the period and to the extent that such Party is prevented or hindered from complying therewith by any cause beyond its reasonable control including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of goods or of raw materials thereof.

 

20.2     In the event of either Party being so hindered or prevented, such Party shall give notice of suspension as soon as reasonably possible to the other Party stating the date and extent of such suspension and the cause thereof and the omission to give such notice shall forfeit the rights of such Party to claim such suspension. Any Party whose obligations have been suspended as aforesaid shall resume the performance of such obligations as soon as reasonably possible after the removal of the cause and shall so notify the other Party. In the event that such cause continues for more than six (6) months either Party may terminate this Agreement on 30 days’ notice.

 

21. ENTIRE AGREEMENT

21.1      This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof                and supersedes all prior agreements, negotiations and discussion between the parties hereto relating thereto.

 

22. AMENDMENTS

 22.1     Save as expressly provided herein, no amendment or variation of this Agreement shall be effective unless in writing and               signed by a duly authorised representative of the parties hereto.

 

23. WAIVER

23.1      The failure of a Party hereto to exercise or enforce any right under this Agreement shall not be deemed to be a waiver thereof               nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

 

24. SEVERABILITY

24.1      If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

 

25. NOTICES

 25.1     Any notice required to be given pursuant to this Agreement shall be in writing by creating a ticket using “Customer Portal”.

 

26. RESOLUTION OF DISPUTE AND ARBITRATION

26.1      In the event any dispute arises between the Parties out of or in relation to this Agreement, both the Parties shall attempt in the first instance to resolve such dispute through friendly consultations. If the dispute is not resolved through consultation within fifteen (15) days of serving dispute notice by the aggrieved Party on the other Party, then the disputes shall be finally settled by arbitration. The dispute shall be referred for arbitration in Karachi, Pakistan to Karachi Center for Dispute Resolution in accordance with the Arbitration Act, 1940 or any amendment thereto or re-enactment thereof for the time being in force. The arbitral award shall be final and binding on the Parties. Each Party shall bear its own arbitration fee or as otherwise provided in the arbitration award. The arbitrators shall not have the power to award or assess punitive damages against either Party. The arbitration shall be a condition precedent to any other action under the law.

 

27. GOVERNING LAW

 27.1     This Agreement and all related documents shall be governed by the laws of Pakistan. The Court of appropriate Jurisdiction at               Karachi, Pakistan shall be the proper Court To entertain all matters arising out of or under this Agreement and the Parties                       submit to such jurisdiction.

 

28. CONTACT INFORMATION

 28.1     Customer may contact SSPL for more information about the Software Application by emailing at support@people.partners