Copyright © 2025 Qualitia Software Private Limited
SOFTWARE LICENSE AGREEMENT
BETWEEN
Qualitia Software Private Limited.
AND
XX
Table of Contents
DEFINITIONS
GRANT OF LICENSE AND RESTRICTIONS
LICENSEE’S RESPONSIBILITIES
SERVICES
FEES
WARRANTY
DISCLAIMER OF WARRANTY
INTELLECTUAL PROPERTY RIGHTS
CONFIDENTIALITY
INDEMNITY
LIMITATION OF LIABILITY
TERM AND TERMINATION
NON-SOLICITATION
NON-COMPETE
INTERPRETATION
FORCE MAJEURE
SEVERABILITY
ASSIGNMENT AND DELEGATION
WAIVER
GOVERNING LAWS
AUDIT
ORDER OF PRECEDENCE
ENTIRE AGREEMENT
EXECUTION
Exhibit A - SAMPLE FORMAT OF ORDER
SOFTWARE LICENSE AGREEMENT
This Software License Agreement is made at _________ on this ___ day of ___________ 2023 (the “Effective Date”) by and between
Qualitia Software Private Limited., a private limited company registered in India with principal office located at Unit no. 601, 6th Floor, Sai Radhe Complex, Sangamvadi, 100+101 Kennedy Road, Behind Hotel Grand Sheraton, Pune, Maharashtra 411 001, India (the “Licensor” which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assign.
AND
XX Limited, a company incorporated under the Companies Act, 1956 and a company within the meaning of Companies Act, 2013 having one of its offices at ___________________________ (the “Licensee” which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).
Licensor and Licensee are individually referred to as “Party” and collectively as “Parties”.
WHEREAS,
Licensor is in the business of providing the Software (as defined below) and services around the Software on a license basis. Licensee desires to obtain the Licensor’s Software for the Licensee’s use as per the terms of this Agreement. In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows.
DEFINITIONS “Affiliates” shall mean any corporation, association, or other entity, geographically located in India, which directly or indirectly owns, is owned by, or is under common ownership of Licensee, either currently or during the validity of this Agreement. As used in this definition, the terms "owns", "owned", or "ownership" mean the direct or indirect possession of more than 50% of the voting securities, or equity in such business entity. “Agreement” shall mean this Agreement in addition to any and all Orders, schedules, attachments, exhibits, amendments to this Agreement. “Documentation” shall mean any accompanying documents, content, data provided by the Licensor to the Licensee along with the Software that describe or support the use of the Software. “Enhancements” shall mean any modification, update, upgrade or addition to the Software that, when made or added to the solution or modules currently being used by Licensee, provides minor functionality enhancements but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Licensor to all its customers under support and maintenance service. Enhancements are generally denoted by minor version level (e.g., v1.1.0 to v1.1.1) changes, as determined by Licensor. No new modules will be provided by Licensor as part of the support and maintenance services (if any). “Error” shall mean any verifiable and reproducible failure or inability of the Software to perform any functions set forth herein and in the Documentation due to any programming defect in the Software when used by the Licensee as specified under this Agreement or the Documentation by the Licensor. The term “Error” shall not include any failure or inability of the Software that (i) results from the misuse or improper use of the Software by the Licensee, (ii) does not materially affect the operation and use of the Software, (iii) results from any modification to the Software by the Licensee that is not a Licensor authorized change, (iv) results from any cause beyond reasonable control of Licensor including third party hardware, software, firmware, malicious code like virus, trojan or malware. “Fixes” shall mean any modification or addition to the Software that, when made or added to the solution or modules currently being used by Licensee, corrects Errors but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Licensor to all its customers under support agreement. “Licensable Activity” shall mean any activity encompassed by any intellectual property rights and absent a license, would give rise to liability for infringement (or inducement of infringement or contributory infringement) of such intellectual property rights. “Fees” shall mean the fees payable by Licensee to the Licensor for availing the license of the Software and the Services, as set forth in the applicable Order. “License Term” means the period commencing on the license term start date and ending on the license term end date, as set forth in the applicable Order and subject to renewal as per the mutually agreed terms between the Parties. “Licensee Content” means all data and materials provided by Licensee to the Software, including, without limitation, customer applications, data files, and graphics. “New Version” shall mean any modification, update, upgrade or addition that, when made or added to Software, provides major functionality enhancements or changes the overall utility, functional capability, or application. New Versions are generally denoted by major version level (e.g., v1.0 to v1.1 or above) changes, as determined by Licensor.
“Order” means a written order, in the form set forth in Exhibit A, that the Parties may enter into from time to time under this Agreement to place an order for the license to the Software, setting forth the details of the Software to be provided by Licensor, the license term start date, the license term end date, any configuration, training or other services to be provided by Licensor, any applicable fees, and such other terms as the Parties may agree related to the transactions contemplated by this Agreement.
“Permitted Users” shall mean an employee of Licensee or its Affiliates who may use the Software pursuant to the license granted herein. “Purpose” shall mean use of the Software by Licensee for the sole purpose of its internal business use. For clarity, nothing contained in this Agreement grants Licensee a right to resell, distribute, sublicense the Software.
“Services” shall mean the services pertaining to the Software provided by Licensor including but not limited to technical support or such other services as outlined in the applicable Order to be executed between the Parties.
“Software” shall mean the suite of a proprietary software product namely ‘Qualitia’ offered by the Licensor including the Enhancements, New Versions, software templates for automation projects, or other software components, created, made available by Licensor pursuant to this Agreement and as per the terms more specifically set out under the applicable Order.
GRANT OF LICENSE AND RESTRICTIONS Grant of License: Subject to its compliance with the terms of this Agreement and in consideration of the Fees, Licensor hereby grants Licensee a fixed-term, non-exclusive, non-transferable, revocable, non-sub licensable and a limited license to use the Software solely for the Purpose during the License Term as detailed in the applicable Order of this Agreement provided that Licensee shall cause each Permitted User to abide by the terms and conditions of this Agreement.
Restrictions: Licensee shall not, directly or indirectly, i) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, alter, reproduce or otherwise make any changes to the Software, ii) use the Software in any manner to provide time-sharing, benchmarking or other computer services to third parties, or allow any third party to access or benefit from the functionality of the Software, except as expressly provided herein, iii) use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any applicable export control laws or regulations, iv) use the Software for any purpose other than the Purpose, v) allow use of the Software by anyone other than the Permitted Users, vi) use the Software to develop any competing or similar product, vii) engage in any Licensable Activity, viii) use any of the Software’s components, add-ons, files, modules, externals, contents including associated license material separately from the Software, or ix) install the Software at its end client’s premises or systems. Licensee shall have no rights over the Software other than as specifically granted herein. All rights not specifically and unequivocally granted to Licensee are reserved by the Licensor.
Delivery: The Software shall be delivered by Licensor to Licensee electronically via the process set forth in the applicable Order.
LICENSEE’S RESPONSIBILITIES
Account Management: As a condition for using the Software, the Permitted Users may be required to register with Licensor and select a password and enter his/her email address. Licensee shall agree to ensure that the Permitted Users shall provide Licensor with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Permitted User's account. The Permitted User shall be responsible for maintaining the confidentiality of Permitted User's account and password.
Compliance with Laws: Licensee shall comply with all applicable local, state, national laws in connection with its use of the Software, including those laws related to data privacy, and the transmission of technical or personal data. Licensee acknowledges that Licensor exercises no control over the content of the information transmitted by Licensee or the Permitted Users through the Software. Licensee shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. The Licensor agrees to comply with all applicable laws and regulations as they relate to its performance under this Agreement.
Unauthorized Use; False Information: Licensee shall: (i) notify Licensor immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Licensor immediately and use reasonable efforts to stop any unauthorized use of the Software that is known or suspected by Licensee or any Permitted Users, and (iii) not provide false identity information to gain access to or use the Software.
Access: Licensee shall be solely responsible for the acts and omissions of its Permitted Users. Licensor shall not be liable for any loss of data or functionality caused directly or indirectly by the Permitted Users.
Licensee Content: Licensee is solely responsible for collecting, inputting and updating all Licensee Content uploaded on the Software, and for ensuring that Licensee Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious.
SERVICES Subject to receipt of Fees and execution of the applicable Order, Licensor shall provide the Services associated with the Software as set forth in the applicable Order.
The Licensor shall develop and establish a robust framework for documenting, maintaining and testing business continuity and recovery procedures. The Licensor shall periodically test the business continuity and recovery plan and shall also consider occasional joint testing and recovery exercises with the Licensee, as desired.
FEES In consideration of the license to the Software and Licensor’s provision of the Services contemplated by this Agreement, Licensee shall pay the Fees as set forth in the applicable Order.
Invoice for all the Fees shall be due and payable within fifteen (15) days from the receipt of the invoice by Licensee (“Due Date”). The subscription to the License shall begin only upon the receipt of full and final payment of Fees by Licensor. The Licensee shall have the right to dispute any one or more of the invoice items if Licensee reasonably proves such invoice items are incorrect in nature.
All Fees and charges under this Agreement shall be exclusive of taxes and shall be borne by the Licensee.
WARRANTY
Mutual Warranties: Each Party hereby represents and warrants to the other Party that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it was incorporated or organized; and (ii) it has all requisite corporate power and authority to execute and deliver this Agreement and perform its obligations under this Agreement.
The Licensor hereby represents and warrants that the Services and the Software provided by the Licensor to the Licensee or used by the Licensor for the performance of its obligations under this Agreement does/will not infringe or violate the intellectual property rights or other right/s of any third party.
Licensor’s Warranties: Licensor warrants that the Software, as delivered to Licensee, will conform to the applicable Documentation and the terms herein during the License Term, to the extent that the Software is used in accordance with such Documentation and the terms herein. In the event Licensee reports any Errors, Licensor will provide solutions or Fix to any Errors identified and reported by Licensee.
Process and Exclusions: The warranty applies only to an unmodified Software. Any modification of the Software by anyone other than Licensor and/or its authorized contractors or partners voids the foregoing warranty on any portion of the Software modified or affected by such modification. Licensee agrees and acknowledges that Licensor is not in control of the hardware and software (other than the Software) used by the Licensee. Licensor shall not be responsible for any delays, failures, damages or losses that may arise in relation to problems to the extent caused by such hardware and other software.
DISCLAIMER OF WARRANTY EXCEPT FOR THE LIMITED WARRANTIES SET OUT ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PUPROSE, OR ARISING OTHERWISE FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
INTELLECTUAL PROPERTY RIGHTS Any and all rights to the Services, Software, Documentation, Enhancements, New Versions and branding thereof including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein is the sole and exclusive property of Licensor. This Agreement does not grant Licensee any rights, title and interest in and to Software, Documentation, its contents, and branding thereof including the Licensor’s intellectual property rights except where expressly and unequivocally licensed herein. Any rights not expressly and unequivocally granted are reserved. If Services require Licensor to develop any customizations, modifications or configurations to the Software or any deliverables, artifacts or developments resulting from the Services (together “Service Deliverables”), Licensor shall own all right, title and interest including the intellectual property rights in such Service Deliverables and Licensee will have the license to use such Service Deliverables as per Section 2 of this Agreement, or any agreement replacing such Agreement. From time to time, Licensee may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Software or the Services. Licensee hereby assigns to the Licensor all right, title and interest into such Feedback and an exclusive right to create any developments based on such Feedback. The Licensee shall retain title to and all ownership rights in the License Content. The Licensee shall grant to the Licensor a non-exclusive and non-transferable limited-term license to host, copy, transmit, analyse, process, display, store, configure, and perform the Licensee Content in India solely as necessary to provide the Services to the Licensee.
CONFIDENTIALITY “Confidential Information” shall mean information disclosed by one Party to the other and which includes, without limitation all software, documentation, financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets, software product and services and such other information. Confidential Information does not include information which: a) is in the public domain; (b) was known to the Party of such disclosure or becomes known to the Party without breach of any confidentiality agreement; (c) is independently developed by either Party without violating any confidentiality obligations stated herein; (d) is disclosed pursuant to judicial order or requirement of the governmental agency or by operation of law. The receiving Party shall keep Confidential Information and proprietary information and data received from the disclosing Party in strict confidence and shall not disclose it to any third parties except to a limited group of receiving Party’s directors, officers, agents, authorized representatives on a need-to-know basis. Each Party will use the same degree of care and discretion (but in any event no less than a reasonable degree of care and discretion) to avoid unauthorized disclosure or use of the other Party’s Confidential Information as that receiving Party uses to protect its own information of a similar nature from unauthorized disclosure or use. Upon request by the disclosing Party, the receiving Party shall immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. All such information shall be and shall remain the sole property of the disclosing Party. The confidentiality obligations stated herein shall survive for a period of three (3) years from the date of termination or expiration of this Agreement. The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosing Party to obtain injunctive relief in addition to all legal remedies.
INDEMNITY To the extent it is solely and directly attributable to Licensor, Licensor shall indemnify, hold harmless and defend Licensee against any costs or damages arising out of or in connection with any claim relating to (i) Licensor’s breach of or violation of applicable laws and regulations or ii) a third party claim made against Licensee for infringement or misappropriation based upon Licensee’s use of the Software. However, Licensee agrees that Licensor shall not be liable for matters arising from (a) combination of the Software with any hardware, software, data, or other materials not recommended By Licensor; or (b) Licensor’s compliance with Licensee’s specifications, information, or requirements; or (c) Licensee’s use of Software for purpose other than specified under this Agreement or for any illegal purpose or (d) Licensee’s failure to comply with Licensor’s instructions related to Software. Licensee shall indemnify, hold harmless and defend Licensor against any costs or damages arising out of or in connection with any claim relating to (i) Licensee’s breach of or violation of applicable laws and regulations or (ii) Licensee’s use of the Software other than as permitted under this Agreement, or iii) a third party claim made against Licensor for infringement or misappropriation based upon following conduct of the Licensee: (a) Licensee’s combination or use of the Software with software, services, or products developed by the Licensee or third parties; (b) Licensee Content infringes any patent, copyright or trademark, or misappropriates any trade secret.
LIMITATION OF LIABILITY NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES, HOWSOEVER CAUSE IN CONNECTION WITH THIS AGREEMENT EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE MAXIMUM LIABLITY OF LICENSOR SHALL BE LIMITED TO THE FEES RECEIVED BY LICENSOR FROM LICENSEE IN THE THREE (3) MONTHS PERIOD IMMEDIATELY PRECEDING EVENT GIVING RISE TO SUCH CLAIM UNDER THE APPLICABLE ORDER. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.
TERM AND TERMINATION This Agreement shall be effective from the Effective Date and shall remain in force for a period of 3 years unless terminated as per this Section 11. Each Order will commence upon its effective date and, unless terminated in accordance with this Section 11, will continue through the end of its applicable License Term. Either Party may terminate this Agreement or the applicable Order without cause, by giving a written notice of sixty (60) days to the other Party.
Either Party may terminate this Agreement or the applicable Order in the event that the other Party is in default of any of its material obligations hereunder and such default is not remedied within thirty (30) days of receipt of written notice thereof.
Either Party may terminate this Agreement and applicable Order immediately with a written notice to the other Party if the other Party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other Party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other Party or an order is made for the liquidation, dissolution or winding up of the other Party.
Upon the expiry or any termination of the Agreement, the Licensee’s right to use the Software and Services shall immediately cease and at the Licensor’s discretion, the Licensee will return/ delete/ destroy any materials (including any copies of Software) provided by the Licensor to the Licensee. Any Fees due for licensing the Software or Services performed prior to the expiration or termination date will become due and payable immediately but no later than thirty (30) days from the receipt of the invoices thereof, and Licensor shall cease to render any further Services.
Termination/expiry of this Agreement will not absolve either Party from any liabilities, duties and obligations incurred hereunder prior to the date of termination/expiry.
NON-SOLICITATION Each Party agrees that it will not, during the term of this Agreement and for a period of one year after the termination or expiration of this Agreement, directly, solicit the services of (for employment, consulting or otherwise), accept the services of, or employ or engage any person who is now employed by the other Party. This clause does not apply where an employee of a Party seeks employment with another Party in response to an advertisement placed into the public domain for that position.
NON-COMPETE Licensee understands, agrees and acknowledges that Licensee shall not use the Software in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Software.
Licensee understands, agrees and acknowledges that Licensee shall not use the Software in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Software.
INTERPRETATION This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a Party merely because that Party (or the Party's legal representative) drafted the Agreement. The headings, titles, and captions contained in this Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word "including" means "including, without limitation”.
FORCE MAJEURE Neither party shall be liable for any failure to perform their obligations hereunder (except timely payment of monies due) due to events or circumstances outside their reasonable control, including but not limited to fire, explosion, flood, pandemic, lightning, acts of God, acts of terrorism, war, rebellion, riot or other civil disorder, sabotage, orders or requests by any Government or any other authority, strikes, lockouts or other labour disputes (but not those including the Business Partner’s own workforce), but each party shall use her best endeavours to minimize the consequences or losses to the other party as a consequence of such events. It is expressly clarified that payment obligations of either Party arising out of this Agreement cannot be suspended/terminated on account of a Force Majeure event.
SEVERABILITY If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, including because of the duration thereof, the area covered thereby, or the types of activities restricted thereby, by a court of competent jurisdiction (i) the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and (ii) the court of competent jurisdiction making such determination shall have the power to reduce the duration and/or area of such provisions or types of activities restricted and/or to delete specific words or phrases and in its reduced form such provision shall then be enforceable. The Parties may acting in good faith adopt any and all actions required to cause such invalid, illegal and unenforceable provision to be valid and enforceable, or, alternatively, to reach an agreement in relation to said null provision whereby each of the Party receives, as far as possible, substantially the same benefits and obligations based on valid provisions, provided that the Agreement is not enforced in a form that materially affects the commercial agreement between the Parties.
ASSIGNMENT AND DELEGATION The Parties shall not assign this Agreement, without the prior written consent of the other Party. Any unauthorized assignment of this Agreement is void. The Licensor shall not delegate or sub-contract its obligations under this Agreement, without the prior written consent of the Licensee.
WAIVER Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.
GOVERNING LAWS AND DISPUTE RESOLUTION This Agreement and all rights and obligations under this Agreement shall in all respects be governed by and construed and enforced in accordance with the laws of India and the courts of Pune shall have an exclusive jurisdiction to adjudicate any subject matter under this Agreement.
In case any dispute or difference arises between the Parties, in relation to this Agreement, whether during the term of the Agreement or thereafter, and arising out of or in respect of this Agreement or any claims under this Agreement or interpretation of any terms of the Agreement, the same shall be resolved mutually between the Parties, whatever the case may be. In case, the matter is not resolved within 30 days from the date on which the said dispute or difference first arose, the same shall be referred to a sole arbitrator appointed mutually by the Parties for arbitration in accordance with the provisions of Arbitration & Conciliation Act, 1996 and any statutory amendments thereof. The arbitrator shall give a reasoned award. The language of arbitration shall be English and the venue of arbitration shall be Pune.
AUDIT Notwithstanding anything to the contrary contained herein, Licensor shall be entitled to introduce patches and / or other programs to monitor the Licensee’s usage of the Software, in order to ensure that the Licensee’s usage of the Software is in accordance with the terms of this Agreement. In the event of the Licensee’s usage exceeds permitted usage as set out under this Agreement, the patches and / or other programs introduced by Licensor might make the Software unusable and, in such event, Licensor shall not be liable for any damages, expenses, losses, or any other consequence caused to the Licensee as a result thereof.
During the term of this Agreement, the Licensor agrees to maintain its books of account, information and records relating to the Service/s performed and invoices issued pursuant to this Agreement, and to make such books, information and records available to the Licensee and/or the regulatory/statutory authorities and their authorized representatives upon their reasonable prior written request. During the term of this Agreement, upon a reasonable prior written request (except when such a request is due to a regulatory or statutory requirement), the Licensee and/or the regulatory/statutory authorities shall have the right to conduct audits on the Licensor or cause an inspection to be made whether by their internal or external auditors, or by agents appointed to act on their behalf and to obtain copies of any audit or review reports and findings made on the Licensor in conjunction with the Services. The Licensor shall maintain requisite audit trails and logs for administrative activities and shall make such audit trails and logs accessible to the Licensee based on its request. The Licensor shall isolate and clearly identify the Licensee's information, documents and records and other assets. The Licensor shall build strong safeguards so that there is no co-mingling of information / documents, records and assets.
ORDER OF PRECEDENCE If there is any conflict between an Order and the terms and conditions of the main body of this Agreement, then the terms and conditions of the main body of this Agreement will govern, except to the extent that the Order expressly states that it modifies any specified provisions in the main body of this Agreement, in which case such modified provisions will control with respect to such Order.
ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement with respect to the subject matter of this Agreement, and may not be amended, supplemented, varied or otherwise changed except in writing with the mutual agreement of both the Parties. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement. This Agreement may be modified in writing specifically referencing this Agreement and any such modifications must be signed by both the Parties. Standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on Party’s website or otherwise shall be ineffective.
EXECUTION Each Agreement may be executed in one or more counterparts, all of which when signed and taken together constitute a single agreement between the Parties.
NOTICE Any notice or communication required to be addressed or given under this Agreement to either Party shall be in writing and given to the Parties at the addresses first mentioned hereinabove or as updated from time to time. All notices required to be given pursuant to this Agreement shall be deemed given when actually delivered, if delivered in person, or three (3) days after being sent via pre-paid registered mail or at the time when such electronic message enters into such receiving party’s computer or any other electronic device, as the case may be, if given by e-mail or through any other electronic form.
IN WITNESS WHEREOF the Parties have executed this Agreement on the Effective Date.
On behalf of LICENSOR | On behalf of LICENSEE |
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Signature | Signature |
Print Name | Print Name |
Title | Title |
Date | Date |
Exhibit A - SAMPLE FORMAT OF ORDER This Order dated ______ is a part of the Software License Agreement executed between _____________________ (“Licensor”) and __________________________ (“Licensee”) dated____________ (“Agreement”).
All capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement; all capitalized terms defined herein shall have the meaning set forth in this Order.
Description of Software: Qualitia Scriptless Test Automation Studio Qualitia Design Studio Terms and Conditions: Parties agree to the following terms herein;
Fees Licensee shall pay to Licensor Fees as detailed below. Licensee understands that the Fees are non-refundable, one-time fees.
Description | Number of Permitted Users | Number of Licenses | Total Fees (INR) |
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TBD | TBD | TBD | TBD |
TBD | TBD | TBD | TBD |
Other Expenses: TBD
Support and Maintenance of Software: TBD
Additional Terms (if any): TBD
Order # approved and acknowledged.
On behalf of LICENSOR | On behalf of LICENSEE |
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Signature | Signature |
Print Name | Print Name |
Title | Title |
Date | Date |