AGREEMENT

This AGREEMENT is made effective on the date of the purchase of the software between Webkul Software Pvt. Ltd.,Company incorporated under the Companies Act, 1956 (hereinafter referred to as “Licensor”), and the purchaser of the software/ product (hereinafter referred to as “Licensee”).

 

PREAMBLE

Webkul is a web and mobile product based organization engaged in the business of developing and marketing software for enterprise level e-commerce businesses. It is an ISO and NSR (NASSCOM) certified organization having a team of more than 100 creative engineers which come from different backgrounds. It has developed more than 700 web extensions and apps in the past few years for open source platforms which are used and trusted globally. Licensee now wishes to obtain license, and Licensor wishes to grant a license, to allow use of the services so purchased/ subscribed by the Licensee, subject to the terms and conditions set forth herein.

THEREFORE, with the intent to be legally bound, the parties hereby agree as follows:

 

TERMS OF SERVICE

 

1. Definitions. As used in this Agreement, the following terms shall have the definitions set forth below:

“Active Staff User Account” means a staff user account that is active in the context of Webkul’s software, meaning that the Staff User Account is fully functional and can be used to authenticate to the Services.

“Webkul”, “Us” and “We” means Webkul Software Pvt. Ltd., its employees, representatives and contractors.

“Data” means the data stored in Your helpdesk using the Services.

“Service” and “Services” means the Webkul On Demand hosted helpdesk service, together with any associated tools, products, services, media, downloaded software, and other content delivered to You through the Site or otherwise by Webkul.

“Site” means www.webkul.com.

“Staff User Account” means a staff user account in the context of Webkul’s software.

“Third Party Software” includes any third-party software that may be included with the Services.

“Solution” means the solution You choose to have delivered to You as part of the Services.

2. Acceptance of the Terms

2.1 This Agreement consists of the following terms and conditions (hereinafter the “Terms” or “Terms of Service”). You must be of legal age (18 years or above) to enter into a binding agreement in order to accept the Terms. If you do not agree to the Terms, do not use any of our Services. By clicking on the “I agree” button or using the API or Services, you represent that you have read and agree to the terms and conditions of this Agreement.

2.2 You may terminate this Agreement for any reason by closing Your Webkul account and adhering to the account closure procedures.

2.3 Webkul reserves the right to update and modify the Terms of Service at any time without notice. New features that may be added to the Service shall be subject to the Terms of Service. You should continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications.

2.4 Violation of any part of the Terms of Service may result in termination of your account.

3. Grant of License

3.1 License.

Subject to the Terms of Service, Webkul grants You the revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Services through Your Active Staff User Accounts.

3.2 Staff User Accounts.

You shall ensure that the number of Your Active Staff User Accounts is equal to or less than the number of Staff User Accounts for which You have subscribed. You are responsible for ensuring that access to a Staff User Account is not shared. Only one individual may authenticate to one Staff User Account. If You are a legal entity or association, all persons using Your Staff User Accounts must be either Your employees or Your contractors who have agreed to be bound by the TERMS OF SERVICE. Hardware or software you use to pool connections, reroute information, or reduce the number of users that directly access or use the Software (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses or Active Staff User Accounts you need.

3.3 Third Party Software.

The Services may contain Third Party Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from Webkul and are made a part of and incorporated by reference into the TERMS OF SERVICE. By accepting the TERMS OF SERVICE, You are also accepting the additional terms and conditions, if any, set forth therein.

3.4 Subscription Basis.

You acknowledge and agree that, as described further herein, Your license to use the Services is provided on a term, paid-subscription basis and therefore will terminate upon the end of Your paid subscription term (unless terminated earlier as provided for herein) if You do not timely renew such subscription on the then-current terms and conditions.

4. Conditions and Limitations

4.1 No Reselling, Time-Sharing, or Sub-Licensing.

You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted by the TERMS OF SERVICE.

4.2 Transmission of Data.

You acknowledge that technical processing and transmission of the Services, including Your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Webkul’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. You shall not use the Services as a proxy between a user and other network data.

4.3 No Unlawful Use or Objectionable Content.

You shall not use the Services in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Services and its components or infringes on the rights of another party. You shall not modify, adapt or hack any protected (encrypted or compiled) parts of the Software, or otherwise attempt to gain unauthorized access to those parts or its related systems or networks. You undertake not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Service that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. Webkul offers no assurance that Your use of the Service under the terms of the TERMS OF SERVICE will not violate any law or regulation applicable to You.

4.4 Attribution.

With respect to any use of the Service, You shall keep the attribution and hyperlink to Webkul and its website intact unless a license (at a cost) is obtained from Webkul to do so.

4.5 Responsibility for Use.

You assume all responsibility for the use of the Services, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Service. You are responsible for any accesses made to the Service.

4.6 Data Recovery.

If loss of data occurs due to an error on Webkul’s part, Webkul will attempt to recover the data at no charge. If loss of data occurs due to an error on Your part Webkul may, at its discretion, offer a data recovery service for a fee of $999.00 USD.

4.7 Fair Usage Policy.

Webkul take all reasonable efforts to provision sufficient resources to provide good quality of Service, relative to the number of Staff User Accounts purchased. If Your use of the Services affects the quality of Services that we are able to provide to other customers, Webkul may suspend Services to You. Depending on the specific issue (for example, whether sustained or a one-time occurrence), Webkul may require You to upgrade to a higher capacity account. Webkul undertakes to discuss such problems with You in good time, should they arise.

4.8 Backups.

Webkul takes regular backups of Your Data. No guarantees of any kind will be made as to the integrity or completeness of these backups. You agree to maintain all appropriate backup of files and data stored on Webkul servers as You see fit.

4.9 Fair Usage Policy.

Webkul take all reasonable efforts to provision sufficient resources to provide good quality of Service, relative to the number of Staff User Accounts purchased. If Your use of the Services affects the quality of Services that we are able to provide to other customers, Webkul may suspend Services to You. Depending on the specific issue (for example, whether sustained or a one-time occurrence), Webkul may require You to upgrade to a higher capacity account. Webkul undertakes to discuss such problems with You in good time, should they arise.

4.10 Securing Your Authentication Details.

You will ensure that all passwords and login credentials remain secure at all times for You and each of Your Staff User Accounts. If in the case that You suspect a security violation You also undertake to notify Webkul immediately.

4.11 Unsolicited Email.

You may not use the Services to send unsolicited email (“spam”) to anyone, including mailing lists which You have purchased. If reports of unsolicited email are received, Webkul may suspend Your Services without notice.

4.12 Limited License.

You acknowledge and agree that (i) the Service is the property of Webkul and is licensed and not sold to You under the TERMS OF SERVICE and (ii) the Service uses, embodies, and contains confidential and proprietary information and technology of Webkul and/or its licensors and embodies trade secrets and intellectual property of Webkul and/or its licensors protected under United Kingdom copyright and other laws, and by international treaty provisions (collectively referred to as “Webkul’s Intellectual Property Rights”). Your rights in the Service are strictly limited to those license rights expressly granted, and Webkul retains all rights not expressly granted herein. Without limiting the foregoing, Webkul and/or its licensors retain all right, title, and interest in and to Webkul’s Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Service. You further acknowledge that there are no implied licenses granted under the TERMS OF SERVICE.

4.13 Handling Software.

You shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Service, (b) use any Third Party Software independently of the Services or (c) make any attempt to circumvent parts of the Services designed to enforce the maximum number of Staff User Accounts for which You have paid. You obtain no rights to the Service except for the limited rights to use the Service expressly granted by the TERMS OF SERVICE.

4.14 Disrepute.

You shall not commit any act likely to result in the disrepute or harming of interests of Webkul’s name or the name of its third party suppliers, whether through explicit act or omission.

5. Liabilities, warranties and indemnification

5.1 Disclaimer of Warranties (No Warranties).

The service, access to the service, the information contained on the service, and the site are provided “as is” and “as available” without any warranty of any kind, expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Webkul makes no warranty that (i) the service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, error-free, or virus-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the service will be corrected. No advice or information, whether oral or written, obtained by you from Webkul or through or from the service shall create any warranty not expressly stated herein.

5.2 Unauthorized Access; Lost or Corrupt Data.

Webkul is not responsible for unauthorized access to any data, facilities, or equipment by anyone using the service or for unauthorized access to or alteration, theft, corruption, loss, or destruction of any data files, programs, procedures, or information through the service, whether by accident, fraudulent means or devices, or any other means. You are solely responsible for validating the accuracy of all output and reports. You hereby waive any damages occasioned by lost or corrupt data, incorrect reports, or incorrect data files resulting from programming error, operator error, equipment or software malfunction, security violations, or the use of third-party software. Webkul is not responsible for the content of any information transmitted or received through Webkul’s provision of the service. Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer service or loss of data that results from the download of any such material. Webkul shall not be held responsible for data hosted on its servers and you are solely responsibility for maintaining local copies of your data and maintaining proper and sufficient insurance if coverage is required with respect to data loss.

5.3 Carrier Lines.

You acknowledge that access to the service will be provided over various facilities and communications lines, and information will be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, “carrier lines”) owned, maintained, and serviced by third-party carriers, utilities, internet service providers, all of which are beyond Webkul’s control. Webkul assumes no liability for or relating to the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the carrier lines, or any delay, failure, interruption, interception, loss, transmission, or corruption of any data or other information attributable to transmission on the carrier lines. Use of the carrier lines is solely at your risk and is subject to all applicable local, state, national, and international laws.

5.4 Third-Party Sites and Service Providers.

The service may contain hyperlinks (including hyperlinked advertisements) to internet web sites operated by third parties, or to materials or information made available by third parties. Such third parties may offer goods or services for sale to you. Such links do not constitute or imply Webkul’s endorsement of such third parties, or of the content of their sites, the quality or efficacy of their goods or services, or their information privacy or security practices, and Webkul has no responsibility for information, goods, or services offered or provided by such third parties, or for the manner in which they conduct their operations. Your use of third-party sites and the materials, goods, and services offered by them is entirely at your own risk, and is subject to the terms of use of the third parties operating or providing them. You should assume that any internet page or other material that does not bear the Webkul logo is provided by a third party.

5.5 Warranties Required By Applicable Law. If applicable law requires any warranties with respect to the services, all such warranties are limited in duration to ninety (90) days from the date you registered for the services.

5.6 Limitation of Liability. Webkul will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the Service, whether in contract, warranty, tort etc. (including negligence, software liability, any type of civil responsibility or other theory or otherwise) to You or any other person for cost of Service, cover, recovery or recoupment of any investment made by You or Your affiliates in connection with this Agreement, or for any other loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement. Further, the aggregate liability of Webkul, arising out of or in connection with this Agreement or the transactions contemplated hereby will not exceed at any time, or under any circumstances, the total amounts received by Webkul from You in connection with the particular Service giving rise to the claim.

5.7 Indemnification. You agree to indemnify, defend, and hold harmless Webkul and other users of Webkul services, and Webkul’s and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) Your use of the Service; (b) any content You create, transmit, or display while using the Service; (c) any breach by You of any representations, warranties, or agreements contained in the TERMS OF SERVICE; (d) any unlicensed use of the Service using Your Staff User Accounts; and (e) Your negligent or willful misconduct.

5.8 Infringement. Subject to the remainder of this Section, Webkul will indemnify and hold You harmless against a claim to the extent based on an allegation that Your use of the Service (in the form provided by Webkul) in compliance with this Agreement infringes a registered copyright (“Claim”), and will pay those damages and costs finally awarded against You by a court of competent jurisdiction, or agreed to in writing by Webkul as settlement, as a result of such Claim, provided that the licensee has notified Webkul of the Claim within sixty (60) days of it arising. Webkul will have no liability for any damages or costs to the extent that a Claim is based upon: (i) use of Service in combination with any non-Webkul product, software or equipment; (ii) use of Service in a manner or for an application other than for which it was designed or intended to be used, regardless of whether Webkul was aware of or had been advised of such use; (iii) modifications to Service by any person or entity other than Webkul; (iv) any breach by You of any representations, warranties, or agreements contained in this Agreement; (v) any unlicensed use of the Service using Your Staff User Accounts; or (v) Your negligent or wilful misconduct. If the Service becomes, or in the opinion of Webkul may become, the subject of a Claim, Webkul may, at its option and in its discretion: (i) procure for You the right to use the Service free of any liability; (ii) replace or modify the Service to make it non-infringing; or (iii) terminate Your right to continue using such Software and refund, on a prorated basis, any license / subscription fees related to the service availed and paid by You.

6. Intellectual Property Rights

6.1 Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You, Your Affiliates, Agents and End-Customers to use the Service and the Websites under these Terms do not convey any additional rights in the Service or Websites, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service and Websites as expressly stated herein, all rights, title and interest in and to the Service, the Websites and all hardware, Software and other components of or used to provide the Service and Websites, including all related Intellectual Property Rights, will remain with and belong exclusively to Webkul. Webkul shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service and/or Websites or otherwise use any suggestions, enhancement requests, recommendations or other feedback Webkul receive from You, Agents or End-Customers. Webkul, and Webkul’s other product and service names, and logos used or displayed on the Service or Websites are registered or unregistered trademarks of Webkul (collectively, “Marks”), and You may only use such Marks to identify You as a Webkul User; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Webkul, its services or products.

6.2. You must not use any part of the content on Our Websites for commercial purposes without obtaining a license to do so from us or Our licensors. We are the owner or the licensee of all Intellectual Property Rights in Our Websites, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

6.3 Notwithstanding anything to the contrary herein, you agree that Webkul may obtain and aggregate technical and other data about your use of the Service that is non-personally identifiable with respect to you, including without limitation, ticket source, time stamps, number of responses, times of responses, ticket states (open/resolved/etc.) (“Aggregated Anonymous Data”), and Webkul may use the Aggregated Anonymous Data to improve, support and operate the Service and otherwise for any business purpose during and after your use of the Service.

7. Data Privacy and Security; Confidentiality

7.1 If You choose, or You are provided with, a user identification code, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose such information to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by us, at any time, if in Our reasonable opinion You have failed to comply with any of the provisions of these Terms.

7.2 Subject to the express permissions of these Terms, You and Webkul will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this Section shall supersede any non-disclosure agreement by and between You and Webkul entered prior to these Terms that would purport to address the confidentiality of Your Data and such agreement shall have no further force or effect with respect to Your Data, except to the extent any provisions thereof are intended or expressly stated to survive.

7.3 You agree that Webkul and the service providers it utilizes to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third party service providers We utilize will only be given access to Your Account and Your Data as is reasonably necessary to provide the Service and will be subject to confidentiality obligations. Webkul may also access or disclose information about You, Your Account, Agents or End-Customers, including Your Data, in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect Webkul’s or its customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Services; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.

7.4 Webkul will maintain commercially reasonable administrative, physical and technical safeguards to protect the confidentiality, security and integrity of Your Data. These safeguards may include encryption of Your Data in transmission as described further in Our Privacy Policy.

7.5 We collect certain information about You, Your Affiliates, Agents and End-Customers as well as Your and their respective devices, computers and use of the Service. We use, disclose, and protect this information as described in Our Privacy Policy, the then-current version of which is available at www.webkul.com/privacy and is incorporated into these Terms.

7.6 To the extent Webkul Processes any Personal Data on Your behalf in connection with use of the Service by You, Your Agents and/or End-Customers, Webkul and You hereby agree that You shall be deemed to be the data controller and Webkul shall be deemed to be the data processor. By utilizing the Service, You consent, on behalf of You and Your Agents and End-Customers (and represent that You have the authority to consent on behalf of Your Agents and End-Customers) to the Processing of Your Data, including, without limitation, any Personal Data, within the Webkul Group and to other authorized service providers pursuant to these Terms and Our Privacy Policy.

8. Payments, Sales, and Refunds

8.1 Payment of Fees.

You must pay all fees by the due dates.

8.2 Upgrading, Downgrading, or Switching Solution.

The amount You pay per billing cycle is dependent on the Solution selected and the number of Staff User Accounts selected. If You switch to a Solution which costs more or increase the number of Staff User Accounts in the middle of a billing cycle, Webkul will invoice You at that time for the marginally increased amount You owe for that billing cycle. If You switch to a Solution which costs less or decrease the number of Staff User Accounts in the middle of a billing cycle, Webkul will not be required to refund the amount by which You will have overpaid for that billing cycle. To change your Solution or the number of Staff User Accounts, you must, at Webkul’s sole discretion, enter into a new license agreement for the Software on the then-current terms.

8.3 Price Changes.

Webkul reserves the right to change prices at any time.

8.4 Credit Card Billing.

If You choose to pay by credit or debit card You authorize Webkul to debit Your account renewal fees from Your card. Webkul uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Webkul. Webkul may use Your information in order to perform fraud screening.

8.5 Refunds.

Webkul has no obligation to issue refunds. Webkul offer a 30 day evaluation account that should be used to evaluate and test the Services before purchasing. Any refunds will be made entirely at the discretion of Webkul.

8.6 Right to Refuse Access.

Webkul reserves the right to refuse anyone access to the Services for any or no reason.

8.7 Taxes.

Webkul’s charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Webkul based on its income. Webkul will invoice You for such Taxes if Webkul believes there is a legal obligation to do so and You agree to pay such Taxes if so invoiced.

9. Cancellation and Termination

9.1 You may elect to terminate Your Account and subscription to the Services at any time by clicking on the Account Settings link in the Admin page when You login to our Website, but You will remain liable for all charges accrued up to that time, including full monthly charges for the month in which You discontinued the Service. Unless Your Account and subscription to the Service is so terminated, Your subscription to the Service will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Your subscription to the Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences.

9.2 Unless agreed to otherwise in a Form referencing these terms, no refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term

9.3 Webkul strongly recommends You to export all Your Data before any termination or cancellation of Your Account. Following the termination or cancellation of Your subscription to the Service and/or Your Account, We reserve the right to delete all Your Data in the normal course of operation any time after the expiry of 14 days after the cancellation or termination of Your Account. Your Data cannot be recovered once it is deleted.

9.4 If You terminate Your subscription to the Service or cancel Your Account prior to the end of Your then-effective Subscription Term or We effect such termination or cancellation, in addition to other amounts You may owe Webkul, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to the Service or cancel Your Account as a result of a material breach of these Terms by Webkul, provided that You provide advance notice of such breach to Webkul and afford Webkul not less than thirty (30) days to reasonably cure such breach.

9.5 Webkul reserves the right to modify, suspend or terminate the Service (or any part thereof), Your Account or Your and/or Agents’ or End-Customers’ rights to access and use the Service, and remove, disable and discard any of Your Data if We believe that You, Your Affiliates, Agents or End-Customers have violated these Terms. You will be liable to pay Webkul any fees outstanding or due until the date of termination. Unless legally prohibited from doing so, Webkul will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions, and provide You with an opportunity to cure such breach within 15 days from notification by Webkul to You. Webkul shall not be liable to You, Agents, End-Customers or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You, Agents or End-Customers may be referred to law enforcement / concerned authorities at Our sole discretion. Webkul shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

10. Interpretation

10.1 Assignment.

You may not assign Your account with Webkul or Your rights under the TERMS OF SERVICE without Webkul’s prior written consent, except in the case of a sale of all or substantially all of Your assets. Webkul may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.

10.2 Headings.

Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

10.3 Enforcement.

The failure of Webkul to exercise or enforce any right or provision of the TERMS OF SERVICE shall not be a waiver of that right. No provision in the TERMS OF SERVICE shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.

10.4 Export Controls.

You agree to comply with all applicable export and re-export control laws and regulations. You agree to additionally comply with any local rules regarding online conduct and acceptable content.

10.5 Governing Law.

The interpretation of the TERMS OF SERVICE and the resolution of any disputes arising under or in connection with the TERMS OF SERVICE shall be governed by the laws of India.

10.6 Severability.

It is the intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of India in which enforcement hereof is sought. In furtherance of the foregoing, each provision hereof shall be severable from each other provision, and any provision hereof which is/ becomes unenforceable shall be subject to the following: (i) if such provision is contrary to or conflicts with any requirement of any statute, rule or regulation in effect, then such requirement shall be incorporated into, or substituted for, such unenforceable provision to the minimum extent necessary to make such provision enforceable; (ii) the court, agency or arbitrator considering the matter is hereby authorized to (or, if such court, agency or arbitrator is unwilling or fails to do so, then the parties shall) amend such provision to the minimum extent necessary to make such provision enforceable, and the parties hereby consent to the entry of an order so amending such provision; and (iii) if any such provision cannot be or is not reformed and made enforceable pursuant to clause (i) or (ii) above, then such provision shall be ineffective to the minimum extent necessary to make the remainder of this Agreement enforceable. Any application of the foregoing provisions to any provision hereof shall not effect the validity or enforceability of any other provision hereof.

11. Notices.

Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder:

(i) shall be in writing;

(ii) shall be sent by messenger, certified or registered mail/email, or reliable express delivery service, to the appropriate address(es) set forth below; and

(iii) shall be deemed to have been given on the date of receipt by the addressee, as evidenced by a receipt executed by the addressee (or a responsible person in his or her office), the records of the Party delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, mail or express delivery service.

All such communications shall be sent to the following addresses or numbers, or to such other addresses or numbers as any party may inform the others by giving five days’ prior notice:

If to Webkul Software Pvt. Ltd.:

Webkul Software Pvt. Ltd.

A-67, Sector 63, NOIDA – 201301,

Uttar Pradesh, India

If to You/Subscriber:

At the address mentioned by You

(at the time of availing Our Services)

12. Relationship of Parties

Webkul and You are independent legal entities, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. You shall have no authority to make or accept any offers or representations on behalf of Webkul. The relationship between the parties is that of Licensor and Licensee only, and the rights, duties, liabilities of each party shall be governed by this Agreement.

13. Complete Understanding.

The TERMS OF SERVICE, as may be amended from time to time, constitute the entire agreement between You and Webkul and govern Your use of the Services, superseding any prior agreements between You and Webkul for the use of the Services. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other Webkul services, affiliate services, third-party content, or third-party software.

14. No Third-Party Beneficiaries.

Nothing express or implied intended the TERMS OF SERVICE is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.

15. Dispute Resolution.  

15.1 Arbitration:

If any dispute arises between Webkul and You at any time, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the same shall be referred to a sole Arbitrator who shall be an independent and neutral third party appointed exclusively by Wekul. You shall not object to the appointment of the Arbitrator so appointed by Webkul. The place of arbitration shall be Delhi, India. The Arbitration & Conciliation Act, 1996 as amended by The Arbitration & Conciliation (Amendment) Act, 2015, shall govern the arbitration proceedings. The arbitration proceedings shall be held in the English language.

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