LIMITED PURPOSE ACCESS GRANT
Subject to licensee’s and its authorised users’ continuing
compliance with this agreement and payment of the applicable fees and
other considerations, razorback hereby grants to licensee a personal,
non-exclusive, nontransferable right for its authorised users to
access the features and functions of ezDelivr system solely through
razorback’s web site or mobile app
and solely for authorised purposes. This access grant may not be
sublicensed, in whole or in part. The scope of licensee’s use of
ezDelivr system is subject to the terms and conditions of this
agreement, including any parameters or limitations set forth in the
applicable term sheet.
eKYC CONSENT
Licensee’s and its authorised users’ hereby agree and authorise razorback
and its subsidiaries to authenticate my/our identity as deemed neccessary through a central
authentication system for the purpose of continued useage of services
provided by razorback and its subsidiaries.
ACCESS PROTOCOLS
On execution of this agreement, razorback shall provide to licensee
the necessary passwords and network links or connections to allow
licensee’s authorised users to access the ezDelivr system (the “access
protocols”) from where the licensee can feed in the content and courier/ship
its products and/or services to its buyer. Parties further agree that
prior to installing the mobile app, any authorised user shall be
required to accept terms of use provided in the website of razorback.
Licensee acknowledges and agrees that, as between licensee and
razorback, licensee shall be responsible for all acts and omissions
of authorised users, including any act or omission by an authorised
user, which, if by licensee, would constitute a breach of this
agreement. Licensee shall undertake reasonable efforts to make all
authorised users aware of the provisions of this agreement that are
applicable to their use of ezDelivr system and shall cause them to
comply with such provisions.
ROLE
Customer acknowledges that razorback is a service provider who is
providing the ezDelivr system solely for connecting the customer with
3rd party logistics firms. Customer acknowledges and warrants
that the courier will not contain anything that is (i)
against law (ii) obscene, scandalous, discriminatory or derogatory
(iii) infringing third party rights, including ip rights. Customer
shall indemnify razorback for any action taken against razorback in
this regard.
ACCOUNT ADMINISTRATION
Customer shall designate one or more authorised user(s) to act as
an administrator who will serve as customer’s principal point of
contact with razorback.
COMPLIANCE
(a) customer’s and its authorised users’ access to and use of ezDelivr
system is subject to their continuing compliance with all of the
following: (a) the terms and conditions set forth in this agreement;
(b) razorback’s online terms of use and
online privacy policy available on razorback’s website; (c) service
terms and conditions published or distributed by a third-parties in
their web site that are accessed through ezDelivr, and (d) applicable
laws, including data privacy and security laws. In the event of a
conflict between this agreement and the online terms of use, this
agreement shall prevail and control.
RESTRICTIONS
Customer agrees not to act outside the scope of the rights that are
expressly granted by razorback in this agreement. Further, customer
will not (i) use the ezDelivr system in any manner that is inconsistent
with this agreement; (ii) except as expressly permitted by razorback
to customer, modify any code of ezDelivr system or attempt to create or
permit the creation of any derivative works of ezDelivr system; (iii)
decompile, reverse engineer or use any other method in an attempt to
view or recreate any of the source code of ezDelivr system; (iv) use
ezDelivr system to operate the business of a third party, or to act as a
service bureau or provider of application services to any third
party; (v) knowingly or intentionally re-use, disseminate, copy, or
otherwise use ezDelivr system or associated content in a way that
infringes, misappropriates, or violates any trademark, copyright,
patent, trade secret, publicity, privacy or other right of any third
party; or (vi) sell, lend, lease, assign, transfer, pledge, permit a
lien upon, or sublicense any of the rights granted by this agreement
with respect to the ezDelivr system.
NO INTERFERENCE WITH SERVICE OPERATIONS
Customer and its authorised users will not take any action designed
or intended to: (a) interfere with the proper working of the ezDelivr
system; (b) circumvent, disable, or interfere with security-related
features of ezDelivr system or features that prevent or restrict use,
access to, or copying ezDelivr system or any content or other data, or
that enforce limitations on use of ezDelivr system or content; or (c)
impose (or which may impose, in razorback’s sole discretion) an
unreasonable or disproportionately large load on ezDelivr system
infrastructure.
LICENSE AND OTHER PAYMENTS
In consideration of the rights, licenses and services provided
hereunder, customer shall pay the charges applicable for seeking
license of the ezDelivr system at the price identified in the term
sheet. Unless otherwise agreed to in writing or electronically all
charges are non-refundable; will be invoiced up front and licensee
shall pay all invoices in accordance with the terms mentioned
therein.
REFUNDS
In case, for whatever reasons, if the licensee's courier is cancelled by the
courier partner - the amount paid
towards the courier shall be refunded ONLY to the shipping wallet. It
normally takes 1 – 10 business days for
the refund to be reflected in the licensee's wallet statement.
CHARGEBACKS
In case of any charge back claimed by the licensee through his/her
financial institution, razorback shall be entitled to deduct a sum
equal to which the reversal has been done by it from the customer’s
account plus any associated costs passed on to it by the said
financial institution related to the chargeback.
TAXES & DUTIES
Razorback shall not be responsible for any price or taxes and
duties imposed upon the goods of the
licensee. The licensee has to know and understand the taxes and
duties applicable for their product/service. Razorback shall not be held
liable for
any mistake, error or omission committed by the customer.
CONFIDENTIALITY OBLIGATIONS
The parties acknowledge that during and after the performance of
this agreement, each party may have access to certain of the other
party’s confidential information. Each party agrees that (i) all
items of confidential information are proprietary to the disclosing
party and will remain its sole property; (ii) to use confidential
information only for the purposes for which it was disclosed; (iii)
not to reproduce confidential information except as reasonably
necessary for its authorised use; (iv) to hold in confidence and
protect such confidential information from dissemination as if it
were its own; and (v) to return or destroy all confidential
information that is in its possession forthwith upon termination or
expiration of this agreement. Notwithstanding the foregoing, the
provisions of this clause will not apply to any particular
confidential information that (a) is publicly available or in the
public domain at the time disclosed or becomes publicly available or
enters the public domain through no fault of the recipient; (b) is
rightfully communicated to the recipient by persons not bound by
confidentiality obligations with respect thereto; (c) is already in
the recipient’s possession free of any confidentiality obligations
with respect thereto at the time of disclosure; or (d) is
independently developed by the recipient. Notwithstanding the
foregoing, (i) each party may disclose confidential information to
the limited extent required in order to comply with the order of a
court or other governmental body, or as otherwise necessary to comply
with applicable laws, and intimate the other party of the same. The
receiving party acknowledges that the disclosing party has the right
to take all steps to protect the disclosing party’s confidential
information, including by seeking injunctive relief and/or any other
remedies that may be available at law or in equity, all of which
remedies shall be cumulative and in addition to any rights and
remedies available.
SUPPORT
At no additional charge and during razorback’s normal business
hours (9:00 a.m. To 5:00 p.m. (india time) monday through friday,
excluding designated holidays published by state and central
governments), razorback will provide support for ezDelivr
system in response to licensee's requests sent via in-app support channel.
PRODUCT UPDATES
Licensee will be given access to updates of ezDelivr system that
razorback develops and implements.
Razorback will decide which features to implement or not implement
and the priority and release schedule timing for them. Razorback may
in the future offer optional value-added functions, features or other
capabilities for a separate fee.
SCHEDULED MAINTENANCE
Razorback may take down applicable servers hosting the ezDelivr system
to conduct scheduled and emergency maintenance. Razorback will use
commercially reasonable efforts to perform scheduled maintenance
outside regular business hours and will provide at least 24 hours
advance notice for non-emergency maintenance and immediate
notification to the customer in case of emergency maintenance.
Razorback will not be responsible for any damages or costs incurred
by customer due to unavailability of ezDelivr system during scheduled or
emergency maintenance.
REPRESENTATIONS & WARRANTIES
(a) each party represents to the other (i) that the execution and
performance of its obligations under this agreement will not conflict
with or violate any provision of applicable law; and (ii) that this
agreement, when executed and delivered, will constitute a valid and
binding obligation of each party and will be enforceable against such
party in accordance with its terms.
DISCLAIMER
(a) except the terms stated in this agreement, to the maximum
extent permitted by applicable law, razorback disclaims any and all
other promises, representations and warranties, express, implied or
statutory, including, but not limited to, any warranties of
merchantability, fitness for a particular purpose, data accuracy,
system integration, system reliability, title, non-infringement,
non-interference and/or quiet enjoyment, and all warranties that may
otherwise be implied. No warranties are made on the basis of trade
usage, course of trade, or course of dealing or performance. (b)
customer assumes complete responsibility, with recourse against
razorback, for the selection of ezDelivr system to achieve customer’s
intended results and for its use of the results obtained from ezDelivr
system in customer’s business. Razorback does not warrant that ezDelivr
system will meet customer’s requirements, that the operation of ezDelivr
system will be uninterrupted or error-free, or that all or any
specific errors will be corrected.
INDEMNIFICATION OF RAZORBACK BY CUSTOMER
Except for any claims in respect of which razorback is obligated to
indemnify customer under clause "Indemnification of customer by
razorback", customer agrees to defend, indemnify and hold harmless
razorback and its affiliates from and against all claims, that may,
at any time, arise out of or relate to: (a) customer’s or an
authorized user’s use of ezDelivr or any content other than in
accordance with this agreement and applicable laws; (b) customer’s or
an authorized user’s posting, display, distribution, or other
publication or use of their customer content that any such use
infringes the rights of any third party, including intellectual
property rights, privacy, publicity or other personal or proprietary
rights, or that the content posted, displayed, distributed or
otherwise published or used contains libelous, defamatory or
otherwise injurious or unlawful material; and, in each case,
associated losses.
INDEMNIFICATION PROCEDURES
If any third party makes a claim against razorback, the customer
shall indemnify razorback by defending it through its legal counsel
or settle the claim whichever way the customer deems fit and proper
according to the circumstances of the claim at its own costs and
risk. If the customer fails or neglect to indemnify razorback even
after intimated by razorback, the customer shall be liable to pay all
expenses incurred by razorback towards defending/ settlement of any
third party claims.
LIMITATION OF LIABILITY
Except as expressly provided under this clause, razorback shall not
have any liability under or in connection with this agreement for any
indirect, incidental, consequential, special, exemplary or punitive
damages, nor any liability for lost profits, loss of business
opportunity, or business interruption, regardless of the theory of
liability (including theories of contractual liability, tort
liability (including negligence), or strict liability). Razorback’s
maximum cumulative liability under or in connection with this
agreement shall never exceed the courier charges paid under this agreement
by licensee to razorback during the
12-month period preceding the occurrence of the event giving rise to
liability.
DURATION OF AGREEMENT
This agreement commences on the day of licensee downloading the ezDelivr
software applicaion and continues
until all agreements entered into by the parties
been terminated in accordance with this agreement.
TERMINATION
Either customer or razorback may terminate this agreement, and all
term sheets or only affected term sheets, for cause (a) upon 30 days’
written notice to the other party if the other party has committed a
material breach of this agreement and the breach remains uncured at
the expiration of such period, or (b) if the other party becomes the
subject of a petition in bankruptcy or any other proceeding relating
to insolvency, receivership, liquidation or assignment for the
benefit of creditors.
EFFECT OF TERMINATION ON FEES
If this agreement is terminated by customer or razorback pursuant to clause
"Termination", any pre-paid fees for the unused portion will be forfeited by
the customer and
will not be refunded.
OTHER EFFECTS OF TERMINATION
Effective immediately upon expiration or termination of this
agreement, (i) all rights granted under this agreement will become
void, (ii) customer shall cease all use of ezDelivr system, and (iii)
neither party will have continuing rights to use any confidential
information of the other party or to exercise intellectual property
rights of the other party that were licensed under this agreement (if
any).
SURVIVAL
Any provision of the agreement that contemplates or governs
performance or observance subsequent to its termination or expiration
will survive the expiration or termination of this agreement (or the
applicable term sheet) for any reason.
SERVICES
The services, and all intellectual property rights in and to them,
are and shall remain owned by razorback (and its licensors, as
applicable) and are protected by copyright, trademark, patent, trade
secret and other laws and treaties
MARKETING
Customer grants razorback permissions for public identification of
the customer as a user of razorback products subject to prior written
confirmation from the customer. Customer also agrees to act as a
reference from time to time for other prospects subject to prior
written confirmation from the customer. Customer will retain all
intellectual property rights that it may have regarding
implementation.
NO IMPLIED LICENSES BY RAZORBACK
Customer acknowledges that there are no licenses granted by
razorback by implication under this agreement. Razorback reserves all
rights that are not expressly granted. Customer acknowledges that
razorback owns all intellectual property rights and proprietary
interests that are embodied in, or practiced by, ezDelivr system or
other services.
GENERAL
The parties to this agreement are two independent entities and
their relationship is purely contractual. There shall not be any any
principal- agent relation between the parties.
GOVERNING LAW
This agreement shall be construed as per the laws of India.
Exclusive place of jurisdiction for any dispute arising out or in
connection with this agreement shall be courts of Chennai, India.
GFORCE MAJEURE
Notwithstanding any other provision of this agreement, no party to
the agreement shall be deemed in default or breach of this agreement
or liable for any loss or damages or for any delay or failure in
performance (except for the payment of money) due to any cause beyond
the reasonable control of, and without fault or negligence by, such
party or its officers, directors, employees, agents or contractors
including the existence of a condition that is beyond a party’s
reasonable control, natural disaster, act of war or terrorism, riot,
labor condition, governmental action, and internet disturbance.
DISPUTE RESOLUTION
Parties agree to resolve any dispute arising out of or in relation
to this agreement amicably by mutual negotiation. In case parties
fail to resolve any dispute within 30 days from the date of
notification of the dispute by either party, such unresolved dispute
shall be settled through arbitration by a sole arbitrator to be
appointed by parties mutually or by courts under provisions of the
arbitration and conciliation (amendment) act, 2015 to be held at
Chennai. The language used for arbitration shall be english. The
award of arbitrator shall be final and binding on all parties.
Neither the parties nor the arbitral tribunal may disclose the
existence, content, or results of any arbitration hereunder without
the prior written consent of the remaining parties.
NOTICE
All notices required or permitted under this agreement will be in
writing and sent by certified mail, electronic mail, return receipt
requested, or by reputable courier, registered post or by hand
delivery. The notice address for razorback and customer shall be
their respective addresses specified in the applicable term sheet.
Either party may change its notice address by giving written notice
to the other party by the means specified in this section.
SEVERABILITY
If any provision of this agreement is held to be contrary to law,
then the parties agree to replace it with an enforceable provision
reflecting the intent of the original provision as nearly as possible
in accordance with applicable law, and the remaining provisions of
this agreement will remain in full force and effect.
WAIVER
The failure of either party at any time to require performance by
the other party of any provision of this agreement shall not affect
in any way the full right to require the performance at any
subsequent time. The waiver by either party of a breach of any
provision of this agreement shall not be taken or held to be a waiver
of the provision itself.
ENTIRE AGREEMENT, AMENDMENTS &SIGNATORIES
This agreement (including term sheets entered under it) constitutes
the entire agreement between razorback and customer with respect to
the subject matter hereof. This agreement supersedes all prior
negotiations, agreements, and undertakings between the parties with
respect to such matter. In-lieu of physical signature of authorized
signatories of razorback and customer; an electronic initiation of
this agreement (including term the sheet) by razorback and an
acknowledgement/concurrence of this agreement (including the term
sheet) by the customer are considered equivalent of physical
signature of authorised signatories.
