End User License Agreement
BY AGREEING TO THIS EULA, OR BY TAKING ANY STEP TO USE THE WEBSITE, YOU (1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE AND, IF APPLICABLE, YOU ARE DULY AUTHORIZED BY YOUR EMPLOYER TO ENTER INTO THIS CONTRACT AND (2) YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA AS A SUBSCRIBER. IF YOU DO NOT ACCEPT THE EULA TERMS, DO NOT USE THIS WEBSITE OR THE SERVICES OFFERED BY [*] RETNEXT TECHNOLOGIES PRIVATE LIMITED ALIAS “BNEXT” IN CONNECTION WITH WWW.BNEXT.IN
By ticking “I accept Bnext’s End User License Agreement (“EULA”)” (“Checkbox”) when You first sign up on the Website, You agree to be legally bound by the terms and conditions of this EULA as they may be modified and posted on Our Website from time to time.
This EULA is subject to change without prior notice – You will be notified via notifications but users should in any event ensure they check the EULA each time they log on.
• Definitions and interpretation
• In this EULA:
- “Account” means an individual company record as registered by the Licensee or the Subscriber, as the case may be;
- “Documentation” means the documentation concerning the Website or the Services provided by the Licensor to the Licensee (in electronic or online form), including any user manuals, FAQ or support pages, etc.;
- “Effective Date” means the date when the Licensee agrees to the terms and conditions of this EULA by signing up for an Account or avails the Services by ticking the Checkbox;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the intellectual property rights referred to above include but are not limited to copyright and related rights, database rights, computer data, generic rights, confidential information, trade secrets, registered designs, moral rights, know-how, business names and logos, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
- “Licensee”, “You”, “Your” (and other similar connotations) means any Person which is a Person browsing the Website, a licence of Software under this EULA or user of the Services;
- “Licensee Email Address” means the email address used to sign up for the system/Website by the Licensee;
- “Licensor”, “Company”, “Bnext”, “We, “Us”, “Our” (and other similar connotations) means [*]Retnext Technologies Private Limited, incorporated under Companies Act, 2013 and having its registered office at[*] Plot No. 19, Mulberry Gardens 1, Magarpatta City, Pune - 411013;
- “Permitted Purpose” means the use of Software or the Services by the Licensee or the Subscriber (as the case may be) for (i) availing Services of the Company from time to time subject to the Subscription Policy; or (ii) use for the lawful purpose of showcasing Your products and expanding Your reach to maximum buyers or sellers on the Website; or (iii) in a manner set forth in the EULA herein;
- “Person” means and includes any natural person, company, limited liability company, corporation, general partnership, limited partnership, proprietorship, trust, union, association, court, tribunal, agency, government, ministry, department, commission, self-regulatory organization, arbitrator, board, or other entity, enterprise, authority, or business organization whether incorporated or not;
- “Service(s)” means all services offered by Company through its Website;
- “Subscriber” means any Licensee which has paid the Subscription Fees and has been given an Account by way of a username and password to use the Services or Software provided by the Company;
- “Subscription Fee(s)” means the fees paid by the Subscriber towards the use of the Services or the Software as per the Subscription Policy;
- “Subscription Policy” means a schedule of rates released/displayed by Company on its Website from time to time which contains the fees payable by the Subscriber for different Services and terms and conditions to be followed for such Services;
- “Subscription Term” means the term for which Subscription Fees has been paid as per the Subscription Policy;
- “Software” or “Website” means cloud or web application in the name “Bnext” which is owned by the Company;
- The Clause headings do not affect the interpretation of this EULA.
• Term of EULA
This EULA will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 10.
• Subscription Fee
The Subscription Fee paid by the Licensee for the Subscription Term shall be considered the fees for the license provided by Licensor to the Subscriber for accessing Services as per the Subscription Policy. The Subscription Fee shall be non-refundable and all taxes, fees and duties existing and/or subsequently imposed are to be borne by the Subscriber.
•. The Licensee may only access the Website and use the Services for the Licensee’s business and Permitted Purposes and in accordance with the provisions of this Clause 4 and minimal expected obligations are:
- For Subscribers: use according to (i) EULA; (ii) Subscription Policy; and (iii) Documentation;
For Licensee: use according to terms specified in Documentation.
• Subject to the Subscription Policy (if applicable/relevant) and the Licensee’s compliance with Clause 4.3 and the other provisions of this EULA, the Licensor grants to the Licensee a non-exclusive non-transferable, revocable, limited license to access the Website and/or avail the Services during the term of this EULA.
• The License must:
• not use the Website other than in accordance with the Documentation and other website policies;
• not circumvent or remove or attempt to circumvent or remove the technological measures applied to the Website and Documentation for the purposes of preventing unauthorized use; or
• comply with Clause 7.
provided that nothing in this Clause 4.3 will prohibit or restrict the Licensee or any other Person from doing any act expressly permitted by applicable law.
• All Intellectual Property Rights and title in the Software and Documentation are and will remain, as between the Parties, the property of the Licensor and no interest or ownership in the Software, Documentation and the Intellectual Property Rights or otherwise is conveyed to the Licensee under this EULA.
• Other Users
- The Licensee shall not permit any person, to exercise the rights granted by the Licensor to the Licensee under Clause 4.2.
- The Licensee must ensure compliance with Clause 5.1 otherwise the Licensee shall be liable to the Licensor for any breach of this EULA by such Persons using or accessing the Software and Documentation, as if such breach had been caused by the Licensee itself.
• Updates and Support
Licensor may at its sole discretion upgrade its Software or update any or all features in a manner deemed fit.Licensor does not undertake to provide updates and support to Licensee. Subscriber may be eligible for updates and support for the Subscription Term. Support consists of online FAQs, online documentation and support through online helpdesk/ ticket system or via email depending upon the Subscription Policies. Support, if any, will be available in English. At Licensor’s discretion, it may make available support in other languages or through other communication channels.
• Restrictions and Prohibitions of using the Website
• The Licensee’s license for using and getting access to the Software, Services and respective content is restricted under following conditions, except for Permitted Purpose –:
- The Licensee is restricted from displaying, republishing, transmitting, distributing, renting, selling, leasing, lending, conveying, sub-licensing, transferring, assigning the Services, access of any Account, without express written consent of Licensor or making any other use of the Website/ Services or any portion of the Website than the Permitted Purpose.
The Licensee shall not exploit the license to access Website or avail the Services commercially or use it for any purpose other than the Permitted Purpose.
The Licensee cannot create derivatives or compilations of the Software/ Documentation and shall not make a copy of Services or any part thereof, including the data contained therein.
The Licensee is not allowed to use the Software and Documentation by obscuring, modifying or infringing any copyright, proprietary right, marks/ labels or property right of the Company.
Removal, change or obscuring any copyright notice or terms of using the Software is prohibited.
Licensee shall not misrepresent the source of ownership of the Services and/or Software.
Removal, decompiling, disassembling or reversing the Software or using any network monitoring for determining the architecture of the Software or otherwise modifying the Services in whole or in part is strictly prohibited.
Emails which utilize invalid domain names, deceptive addressing or headers are prohibited.
Use of the Software in the manner that it causes violation of any applicable law or rule is prohibited.
• Limited warranties
• The Licensee warrants to the Licensor:
- that it has the legal right and authority to enter into and perform its obligations under this EULA;
it shall comply with all applicable laws and regulations, governmental orders and court orders, which relate to this EULA;
it rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfill its obligations under this EULA.
• The Licensee warrants to the Licensee:
- that it has the legal right and authority to enter into and perform its obligations under this EULA;
that the Services related to provision of the Software shall be performed with reasonable skill and care and in a professional manner in accordance with good industry practice;
the Software will operate to materially provide the facilities and functions implemented by the Licensor.
• All warranties and conditions, whether express or implied by statute, law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by applicable law. No warranty is made regarding the results of usage of the Software or that the functionality of the Software will meet the requirements of the Licensee or that the Software will operate uninterrupted or error free. This Clause 8.3 shall survive the termination of this EULA.
• Limitations and exclusions of liability
- Nothing in the EULA will:
- limit or exclude the liability of a party for death or personal injury resulting from negligence;
limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
limit any liability of a party in any way that is not permitted under applicable law; or
• The limitations and exclusions of liability set out in this Clause 9 and elsewhere in the EULA:
- are subject to Clause 9.1; and
govern all liabilities arising under the EULA or in relation to the subject matter of the EULA, including all liabilities or indemnities arising in contract, tort or otherwise.
- The Licensor shall not be liable to the Licensee for any losses arising out of a Force Majeure Event.
- The Services are provided to You on “as is” basis, without warranty of any kind, without any assurances of performance or any other guarantees of any kind. The Licensee agrees to access and avail the Services at his/her/their own risk.
Licensor expressly disclaims fitness its Services for a particular purpose or that they will meet Licensee's needs/ expectations or that Services shall be provided on an uninterrupted basis, without any delays or defaults.
Licensor does not make and hereby disclaims any and all implied or statutory warranties, including implied warranties of condition, uninterrupted use, compatibility, error-free Service, accuracy of data, non-infringement of third party rights and other warranties.
The Licensor shall not be liable to the Licensee in respect of any loss or corruption of any data or database uploaded by it on the Website while availing the Services.
While every reasonable effort will be made to ensure accuracy of information provided, Licensor’s Services are dependent on data uploaded by its other users of Website or data available on third party websites. Licensor does not guarantee the integrity, accuracy or quality of the information offered as a part of the Service. Any discrepancies should be brought to Licensor’s notice immediately. In any event, Licensor shall not be liable for any loss caused due to inaccurate information posted by other users on its Website. The Licensee is cautioned to check the information with independent sources before relying on it.
The Licensor shall not be liable to the Licensee in respect of any business losses, such as loss of or damage to property, profits, income, revenue, use, production, anticipated savings, business, contracts, computer failure/ malfunction, commercial opportunities or goodwill or for costs or expenses arising for such damage or loss.
The Services require an internet connection and Licensor shall not be responsible/ liable for any deficiency in Services arising out of deficiency or on account of the internet connection of the Licensee.
The Licensor shall not be liable to the Licensee in respect of any special, indirect or consequential loss or damage resulting from the access, use or malfunction of Services.
If, notwithstanding foregoing exclusions, the Licensor’s aggregate liability to the Licensee, whether arising in contract, tort, strict liability or otherwise, shall not exceed last 3 (Three) months Subscription Fee. It is hereby clarified that the total liability of the Licensor for any collective liability from multiple Licensees shall not exceed INR [•] (Rupees [•] Only).
Indemnification: The Licensee shall fully indemnify and hold the Licensor and its affiliates harmless for all costs, damages, losses and expenses (including all reasonably incurred legal expenses) whether arising in contract, tort, under statute or otherwise incurred by Licensor and its affiliates which arise in connection with any misuse or overuse by the Licensee or Subscriber or any other third party through the Subscriber’s user-name of Account or any part of the Services, or otherwise in connection with any breach of EULA.
Should the Licensee wish to terminate their Account, they can do so within the Software without needing to contact the Licensor.
Licensor may terminate this EULA immediately by a written notice of termination (with or without mentioning reasons) if:
- the Licensee or any employee of the Licensee or person authorized by the Licensee to use the Software and/or Documentation breaches any provision of this EULA;
the Licensee: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Licensee;
an order is made for the winding up of the Licensee, or the Licensee passes a resolution for its winding up;
the Licensee dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order;
non-compliance with Permitted Purpose, like showcasing unfit products;
violation of EULA by Licensee; or
any misuse of overuse of Services and no refund of Subscription Fee, if any, shall be made for the same.
• Effects of termination
- Upon termination all the provisions of this EULA will cease to have effect, save that the following provisions will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 9, 10, 11, 12, 13 and 14. The Licensor shall cease providing the Software and Documentation to the Licensee and all licenses granted hereunder shall terminate.
- Termination of this EULA will not affect either party’s accrued rights and liabilities, if any.
- Prior to termination, Licensee can export their core data via the Software.
• Confidential Information
- Each party may use the confidential information of the other party only for the purposes of this EULA and must keep confidential all confidential information of the other party, except to the extent (if any) the recipient of any confidential information is required by law to disclose the confidential information.
- Either party may disclose the confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of this EULA provided they are bound to maintain confidentiality.
• Data Protection
- Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
- Consent to receive communications in electronic form: For contractual purposes, You consent to receive communications from Us in an electronic form via sms, WhatsApp, email or likewise on the address You have submitted and agree that this EULA and all other agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
- No breach of any provision of this EULA will be waived except with the express written consent of the party not in breach.
- If a Clause of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this EULA will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
- The Licensor may freely assign this EULA and/or its rights and/or obligations under this EULA without the Licensee’s consent. Save as expressly provided in this EULA, the Licensee must not assign, transfer, charge, license or otherwise dispose of or deal in this EULA and/or any of its rights and/or obligations under this EULA, except as may be mentioned herein.
- This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
- Licensee shall ensure that it complies with any applicable export or import rules, regulations and restrictions applicable to its purchase or use of Software and Services.
- This EULA will be governed by and construed in accordance with laws of the Republic of India; and the courts situated in Pune, Maharashtra shall have exclusive jurisdiction to any dispute arising under or in connection with this EULA.