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This Agreement made by and between
Syntensia
("Syntensia Network Security India Private Limited with
office at Purushottam Plaza -A, Office No. 3, Opp. Baner
Telephone Exchange, Baner Road, Baner, Pune - 411045 ") and ("Licensee"). |
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1. GRANT OF LICENSE |
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(a) "Product"
means the product(s) described below, together with software,
and related documentation, including updates, modifications,
or new releases thereof that may be provided by Syntensia to
Licensee. The Product is described as follows: |
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Qty
Product Description |
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1
Syntensia WK Series Appliance |
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(b) Syntensia
hereby grants to Licensee a non-exclusive, non-transferable
limited license (the "License") to use the Product including
software internally. Customer may not sublicense, assign, or
otherwise transfer any of its rights in this License. |
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2. OWNERSHIP OF PRODUCT |
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Syntensia owns
the Product (Syntensia box) and software, all right, title, and interest in all patents, patent rights,
trademarks, service marks, trade names, trade dresses,
copyrights, works of authorship and trade secrets, and all
registrations and applications of all of the foregoing, and
any and all other intellectual property and industrial
property. |
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4. SUPPORT AND MAINTENANCE SERVICES |
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a. |
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Support and
maintenance services consist of (i) Electronic Support and
Telephone Support provided to designated technical support
contact(s) concerning the installation and use of the then
current release of a Software and the Previous Sequential
Release and (ii) Software updates that Syntensia in its discretion makes
generally available without additional charge. |
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Support and
maintenance fees, as described in Section 6 herein, are due
and payable in advance of a Support Period. Syntensia Technical Support pricing
reflects ongoing support period (the "Support Period"). |
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c. |
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All Technical
Support services (and Technical Support Fees related thereto)
ordered for a Support Period shall be non-cancelable and
non-refundable and shall be provided so long as the licensee
maintains an uninterrupted support agreement. |
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d. |
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Syntensia will provide telephonic
consultation/support in the use of the Product, and remote
support when required to work on the application installed
with Licensee. In the event the same is insufficient,
Syntensia will depute
its technical personnel on site to provide services. |
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5.
LICENSEE'S RESPONSIBILITIES |
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The Licensee shall be
responsible for the following: |
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The Licensee shall
have the sole responsibility to notify to Syntensia about the problems and request
for support services are formally raised in accordance with
the procedure prescribed in respect thereof and all such
requests confirm with the formats prescribed by Syntensia from time to time.
The Licensee shall carry out all the recommendations of
Syntensia for
determining the nature or cause of a problem and for the
resolution of the same. The Licensee shall be solely
responsible for maintenance and support of all the designated
hardware, companion software, servers, networking products,
other equipments, and operating systems and/or database
software, on or with which the Licensee operates the Software
Applications. |
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6. SUPPORT AND MAINTENANCE FEES |
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The annual
maintenance fee payable will be as per the purchase order and
are exclusive of taxes. The invoice will be sent out quarterly
in advance. The first Maintenance Fee is payable upon
execution of this Agreement. Subsequent Maintenance Fees shall
be payable thereafter in advance on or before the within 7
days of the invoice. If the Licensee pays bi-annual fees in
advance, he will be entitled to 10% discount and if pays
annual fees in advance, then a 20% discount will be applied.
The support contract is on a rollover basis. One time
installation /activation fee is to be paid at the time of
installation. |
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7. RESTRICTIONS |
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Licensee is liable for risk of loss or damage to the Product
while it is in the possession or control of Licensee. Licensee
may use the
Product
in machine-readable form only. Licensee agrees not to reverse
engineer the Product, or to decompile or disassemble the
Product.
Licensee agrees not to modify nor create a derivative of any
part of the Product including the software, nor remove any
product identification, copyright or other notices. If
Syntensia delivers an upgrade or maintenance release update of
the software, Licensee agrees to destroy and not use, nor
permit the use of, any previous copy of such software.
Licensee agrees not to publish or otherwise disclose to third
parties any benchmarks, performance test results, or other
similar data regarding the operation, use or performance of
the Product without the prior written consent of Syntensia.
Licensee represents and warrants that it will not export or
re-export any of the Product without the express written
permission of Syntensia. |
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8. TERM AND TERMINATION |
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Term - The term of this
Agreement shall be ongoing from the Effective Date, provided
that this Agreement shall automatically renew for on a
rollover basis unless either party notifies the other of its
intention not to renew by giving at least sixty (60) days
notice period.
Termination - Either party may terminate this Agreement
if the other breaches a material term or condition of this
Agreement and fails to cure such breach following thirty (30)
days written notice. Upon termination of this Agreement, Licensee shall
promptly return to Syntensia the Product
(Syntensia box) in the same condition
as when delivered to Licensee, reasonable wear and tear
accepted. |
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9. LIMITATION OF LIABILITY |
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The cumulative
liability of Syntensia
to licensee for all claims arising under or related to this
agreement, whether in contract, tort or otherwise, shall not
exceed the maintenance fees paid to Syntensia within the prior year. In no event will
Syntensia be liable to
licensee for damages for loss of data, lost profits, or other
indirect, special, incidental or consequential damages arising
out of this agreement, even if Syntensia has been advised of the possibility of
such damages, or for any claim by any third party. The
foregoing limitation of liability and exclusion of certain
damages shall apply regardless of the success or effectiveness
of other remedies. |
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10. GENERAL PROVISIONS |
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This Agreement
contains the entire agreement of the parties with respect to
the subject matter hereof, and supersedes all prior oral and
written agreements, negotiations, understandings and
communications regarding such subject matter. If any of the
provisions of this Agreement are invalid under any applicable
statute or rule of law, they are, to that extent, deemed
omitted, and the balance of this Agreement will be enforceable
in accordance with its terms.
This Agreement will be governed by and construed under the
laws of India. |
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