PRODUCT TERMS
Modification Date: September 1st, 2008
1.0 ACCEPTANCE OF AGREEMENT
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING
SREST'S PROGRAM(S) OR ANY SREST'S PRODUCTS YOU AGREE TO THE
TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON
BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY,
YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND
THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU
DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY,
ACCESS, OR USE THE PROGRAM(S) OR PRODUCTS; IF YOU ACQUIRED THE
PROGRAM(S) AND PAID A LICENSE FEE, PROMPTLY RETURN THE
PROGRAM(S) AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM YOU
ACQUIRED IT TO OBTAIN A REFUND OF THE AMOUNT YOU PAID IF IT IS
REFUNDABLE. IF IT COMES IN PACKAGE AND THE PACKAGE IS OPENED
THEN REFUND ARE NOT GIVEN.
For complete list of definitions see "Definition".
This Agreement constitutes agreement between Srest and you
and, as applicable any insertion orders or product agreement
or service agreements executed by you and Srest whether online
or via email or physical sign or via fax. Those come into
effect only after you recieve and agreement id by us. You are
required to verify that you can see those agreement online via
link provided by us. The terms of this Agreement shall apply
to all products or programs provided by Srest unless a
agreement excluding these terms are made. The terms and
conditions of any Order Form shall control over any
conflicting terms and conditions contained in this Agreement.
This Agreement may be amended at any time by us from time to
time without specific notice to you. The latest Agreement will
be posted on the Site, and you should review this Agreement
prior to ordering any product or customization from Srest.
2.0 ENTITLEMENT
The Product is owned by "Srest" or a srest supplier.
"Srest" grants you a non exclusive license to use one copy of
the Program on one computer when you lawfully acquired.
You may use the Product up to the level of use
specified in the PoE and make and install copies, including a
backup copy, to support such use. The terms of this license
apply to each copy You make. You will reproduce all copyright
notices and all other legends of ownership on each copy, or
partial copy, of the Product. Customer may not copy
the Product onto any public or distributed network.
If You acquire the Product as a Product upgrade,
after You install the upgrade You may not use the Product
from which You upgraded or transfer it to another party.
You will ensure that anyone who uses the Product
(accessed either locally or remotely) does so only for Your
authorized use and complies with the terms of this Agreement.
You may not 1) use, copy, modify, or distribute
the Product except as provided in this Agreement; 2)
reverse assemble, reverse compile, or otherwise translate the
Product except as specifically permitted by law without the
possibility of contractual waiver; or 3) sub license, rent, or
lease the Product. Srest may terminate Your license
if You fail to comply with the terms of this Agreement. If
Srest does so, You must destroy all copies of the Product
and its PoE.
Applicable copyright laws shall apply to the Software and
Embedded Software. Title to the medium on which
the Product is recorded or stored is transferred to
Buyer, but not title to the Software or the Embedded Software.
Buyer may use Software on a multi-user or network system only
if either, the Software is expressly labeled to be for use on
a multi-user or network system, or one copy of the Software is
purchased for each node or terminal on which Software is to be
used simultaneously. Buyer shall not use, make, manufacture,
or reproduce copies of Software or Embedded Software.
In return for the License Fee, Srest grants Customer a
non-exclusive license to Use the object code version of
the Product listed in Customer's order in conformance
with:
1) The terms set forth herein; and
2) Use restrictions and authorizations for the Software
specified by Srest in its quotation, invoice or terms that
accompany the Product; and
Unless otherwise specified, all Product Licenses will be
perpetual unless terminated.
Bundled Product or Firmware provided to Customer may only
be used when operating the associated Device in configurations
as sold or subsequently upgraded by Srest. Customer may
transfer Firmware only upon transfer of the associated Device.
Updates, upgrades, or other enhancements are available under
Srest Support agreements. Srest reserves the right to require
additional licenses and fees for use of the Software on
upgraded Devices.
No part of this publication or documentation accompanying the
Products or programs may be reproduced in any form or by any
means or used to make any derivative such as translation,
transformation, or adaptation without permission from Srest.
Contents are subject to change without prior notice.
3.0 GENERAL
The Parties hereby agree that they may do business
electronically, including contract formation, order placement
and acceptance. Any orders placed by Customer and accepted by
Srest on any Srest website or Srest/Customer extranet site
will create fully enforceable obligations that will be subject
to the terms hereof. Such orders and acceptances will be
deemed for all purposes to be
a)Business records originated and maintained in documentary
form,
b) A “writing” or “in writing,”
c) “Signed”;
d) An “original” when printed from electronic
files or records
The Parties further agree not to contest the validity or
enforceability of such transactions under the provisions of
any applicable law relating to whether certain agreements are
to be in writing or signed by the Party to be bound thereby
and will be admissible if introduced as evidence on paper in
any judicial, or administrative proceeding to the same extent
and under the same conditions as other business records
originated and maintained in documentary form. In addition,
the Parties agree that transactions may be conducted through
Electronic Data Interchange or other electronic methods, as
agreed by the Parties. Customer and Srest will adopt
commercially reasonable security measures to limit access to
passwords and to limit access to unauthorized use of the sites
or issuance of messages caused by the failure of its security
measures.
You agree to allow Srest to store and use Your contact
information, including names, phone numbers, and e-mail
addresses, anywhere they do business. Such information will be
processed and used in connection with our business
relationship, and may be provided to contractors, Business
Partners, and assignees of Srest for uses consistent with
their collective business activities, including communicating
with You (for example, for processing orders, for promotions,
and for market research).
4.0 COMPLEMENTARY SUPPORT AND MAINTENANCE
Srest provide complementary 5 year support from the
performance of any product sold by Srest pursuant to this
Agreement, including Maintenance Services, that such services
shall be performed in a manner consistent with generally
accepted industry standards. This is totally complementary and
our "NO GUARANTEE OR WARRANTY" terms holds in case of any
disputes. Srest may deny providing this support for any
reasons or ask client to purchase the support at the rate as
conveyed by Srest. Client may elect to purchase support and
maintenance for the Product after 5 year by paying srest the
applicable Maintenance Fees or buy extended support.
The product is provided "as is", without any guarantee
made as to its suitability or fitness for any particular use.
It may contain bugs or problems, so use of this tool is at
your own risk. We take no responsibility for any damage that
may unintentionally be caused through its use. If support
request is made to Srest and it is determined that the error
lies within what Srests Products, then Srest will rectify
the errors in it for free. Srest will run comprehensive tests,
pinpoint the problem and provide Client with a firm quote in
case the problems is outside the scope. Client agrees to pay
diagnostic fee even if client don't agree to go with Srest
recommended approach. Srest will quote time and materials,
based upon our standard repair rate. Srest judgement of rates
are final.
Software issues that Client will be charged for include, but
are not limited to: operating system errors, software
configuration problems, incorrect printer setup, improper
installation of previously installed software, virus
infections and media problems. Srest shall be under no
obligation to provide Support or Maintenance should such
services be required due to
(a) damage occurring in transit;
(b) improper installation or operation;
(c) misuse, abuse or negligent use, repair, alteration or
improper storage or any use which does not conform to the
specific or general instructions of Licensor or to the
provisions of the Documentation;
(d) any modification or attempted modification of the Software
by Licensee or any third party;
(e) causes external to the Software or if the Software has
been subjected to an extreme power surge or electromagnetic
field, whether or not through the fault of Licensee; or
(f) Licensee's failure or refusal to implement software
changes recommended by Licensor. Srest' interpretation of what
can be supported and what cannot be supported is final. Any
disputes, Srest always has the final say. (g) Software
component not owned by Srest.
5.0 DATA RECOVERY AND BACKUP
Srest shall not be responsible for any programs or data
stored on your computer. Requests for recovery and restore
functions will be at Srest’s standard labor rates.
Client recognizes that data recovery can be tedious, costly
and in some cases, unsuccessful.
6.0 ELECTRONIC DELIVERY
Srest usually deliver the Ordered Programs, Updates, and
Documentation to Customer electronically over http, https,
email or ftp. Customer agrees to set up a secure servers or to
take other reasonable measures to assist Srest in the secure
delivery of the Ordered Programs and the parties
collectively determine that electronic delivery is technically
feasible within the time frame specified for delivery. The
Ordered Programs and the Documentation will be electronically
transmitted, and Srest and Customer each will provide the
other party with tangible evidence that the Ordered Programs
and Documentation were electronically transmitted and
received, respectively.
7.0 CHARGES
The amount payable for a Program or product license may be a
one-time charge or paid in installment as agreed upon.
One-time charges are based on the level of use acquired which
is specified in the PoE. srest does not give credits or
refunds for charges already due or paid. If You wish to
increase the level of use, notify "srest" or the party from
whom You acquired it and pay any applicable charges.
If any authority imposes a duty, tax, levy or fee, excluding
those based on srest’s net income, upon the
Product, then You agree to pay the amount specified or supply
exemption documentation. You are responsible for any personal
property taxes for the Product from the date that You
acquire it.
Payment shall be made in INR ( Indian Rupees) or U.S. dollars
by bank draft, check or cash. A late payment charge of one and
a half (1.5%) percent per month, or the maximum percentage
rate permitted by law, if lower, shall be charged on all past
due balances.
If any points in the requirement document associated with the
product customization request is not done for any reasons,
Srest is only liable to refund the amount paid for that point
in case payment is already made or not charge for that point.
If quotation for that point is not made separately, then Srest
assessment of the value of that point is final.
Not all points mentioned in brochure or website are available
at the price quoted to you. You get what exactly you got.
Srest may remove features or functionality any time with or
without notice. Srest may add features with or without notice
to you. If you need the older version or support for older
version, then separate charges are quoted to you. You are
required to order older version suppor immediately following
the order of your product or its customization.
If you have been provided with features list available to you,
then features are included in the price. Anything not
mentioned in the customization document is not included in the
price. It is very important that client go through that
document very carefully, before ordering any products or
services.
8.0 ORDER ACCEPTANCE POLCY
Your submission of an order and/or receipt of an order
confirmation, automated or otherwise, does not signify our
acceptance of such order. Srest reserves the right to cancel
any order that we deem necessary, at our sole discretion,
regardless of the order status or whether you have received a
confirmation of the order. We reserve the right to require
additional information from you before accepting or processing
any order.
In the event Buyer requests that an order for products or
services which it has placed with Srest be canceled prior to
shipment, and with which request Srest agrees, Buyer shall be
liable to Srest for all costs incurred by Srest as a result of
such cancellation, including but not limited to, cancellation
costs to suppliers and unreimbursed advances on goods, if any,
together with any specifically identifiable incidental and
consequential expenses.
9.0 INSTALLATION AND ACCEPTANCE
Product installation information is available with Products,
on quotations or upon request. Installation by Srest, when
included in the purchase price, is complete when the Product
passes Srest's standard installation and test procedures.
For Products without installation included in the purchase
price, acceptance by Customer occurs upon download or online
use or shipment from Srest or payment for the product. For
Products with installation included in the purchase price,
acceptance by Customer occurs upon completion of installation
by Srest. If customer schedules or delays installation
by Srest more than thirty (15) days after delivery,
Customer acceptance of the Product(s) will occur on the 16th
day after Delivery. Usually installation of product is done
remotely and client agrees to do any activity on their server
as requested by Srest.
10.0 NO WARRANTY OR GUARANTEE
THE PRODUCT AND THE PROGRAM ARE PROVIDED "AS IS" AND WITHOUT
WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS
FOR A PARTICULAR PURPOSE. THIS IS THE SOLE AND EXCLUSIVE
WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY SREST, ITS AFFILIATES, DEALERS, DISTRIBUTORS,
AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY
INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. SREST DOES
NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICES OR
SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
SREST does not warrant that any product will meet your
requirements or that the operation of any computer software
will be uninterrupted or error free. We assume no
responsibility for problems associated with incompatible
operating systems or equipment or for problems arising out of
the interaction of SREST software with software not furnished
by us.
You assume all risk as to the suitability, performance quality
and compatibility of the product, and in this respect the
product is being provided on an “AS IS”
basis. . As detailed above, SREST does not make any
representations or warranties with respect to the accuracy or
completeness or completeness of any software.
SREST NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR
IT ANY OTHER OBLIGATION OR LIABILITY. The exclusion also
applies to any of srest’s Program developers and
suppliers.
11.0 LIMITATION OF LIABILITY
FOR ALL EVENTS AND CIRCUMSTANCES, SREST AND ITS AFFILIATES'
AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF
PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF
THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT
(INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR
OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT TO
EXCEED THE AMOUNT THAT CLIENT PAID TO SREST FOR THE PRODUCT OR
PROGRAMS IN THAT YEAR. This limitation of liability also
applies to Srest’s Program developers and
suppliers. It is the maximum for which they and Srest are
collectively responsible.
UNDER NO CIRCUMSTANCES IS SREST, ITS PROGRAM DEVELOPERS OR
SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF
THEIR POSSIBILITY:
1. LOSS OF, OR DAMAGE TO, DATA;
2. SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES,
OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR
3. LOST PROFITS, BUSINESS, REVENUE,
GOODWILL, OR ANTICIPATED SAVINGS.
12.0 DISCLAIMER ON DAMAGES
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT OR OTHER TERMS AND AGREEMENTS, IN NO EVENT WILL
SREST OR ITS AFFILIATES BE LIABLE TO CLIENT OR ITS AFFILIATES
FOR: ANY CLAIM BASED UPON A THIRD PARTY CLAIM; ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE
DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR
FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY
MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST
SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR
ANTICIPATORY PROFITS, EVEN IF SREST OR ITS AFFILIATES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.0 GOVERNING LAW AND CONSENT TO JURISDICTION
The validity, interpretation and enforcement of this Agreement
will be governed by and construed in accordance with the laws
of India without giving effect to the conflicts of laws
provisions thereof or the United Nations Convention on
Contracts for the International Sale of Goods.
All of our rights, duties, and obligations are subject to the
courts of Mumbai, Maharashtra, India.
14.0 EXPORT RESPONIBILITIES
Srest may supply Client with technical data that may be
subject to export control restrictions. Srest will not be
responsible for compliance by Client with applicable export
obligations or requirements for such technical data. Client
agrees to comply with all applicable export control
restrictions.
15.0 NONDISCLOSURE.
Each party may have access to information that is confidential
to the other party ("Confidential Information"). Srest's
Confidential Information shall include, but not be limited to,
the Programs, Documentation, formulas, methods, know how,
processes, designs, new products, developmental work,
marketing requirements, marketing plans, customer names,
prospective customer names, the terms and pricing under this
Agreement, and all information clearly identified in writing
at the time of disclosure as confidential. Customer's
Confidential Information shall include but not be limited to,
its software programs, formulas, methods, know-how, processes,
designs, new products, developmental work, marketing
requirements, marketing plans, customer names, prospective
customer names, and all information clearly identified in
writing at the time of disclosure as confidential.
Confidential Information includes all information received
from third parties that either party is obligated to treat as
confidential and oral information that is identified by either
party as confidential.
A party's Confidential Information shall not include
information that
(i) is or becomes a part of the public domain through no act
or omission of the other party;
(ii) was in the other party's lawful possession prior to the
disclosure and had not been obtained by the other party either
directly or indirectly from the disclosing party;
(iii) is lawfully disclosed to the other party by a third
party without restriction on disclosure
(iv) is independently developed by the other party without use
of or reference to the other party's Confidential Information
(v) is required to be disclosed by law or valid order of a
court or other governmental authority.
The parties agree, unless required by law, not to make each
other's Confidential Information available in any form to any
third party (except third parties who are Users as defined
hereunder) or to use each other's Confidential Information for
any purpose other than in the performance of this Agreement.
Customer shall not disclose the results of any performance
tests of the Programs to any third party without Srest's prior
written approval. Each party agrees to take all reasonable
steps to ensure that Confidential Information is not disclosed
or distributed by its employees or agents in breach of this
Agreement. The parties agree to hold each other's Confidential
Information in confidence during the term of this Agreement or
even under termination of this agreement.
16.0 INDEMNIFICATION
You agree to indemnify, defend and hold us and our partners,
agents, officers, directors, employees, subcontractors,
successors, assigns, third party suppliers of
information and documents, advertisers, product and
service providers, and affiliates (collectively,”
Affiliated Parties”) harmless from any liability,
loss, claim and expenses related to your violation of the
Agreement
17.0 NO WAIVER
Srest failure to enforce the strict performance of any
provision of this Agreement will not constitute a waiver of
Srest's right to subsequently enforce such provision or any
other provisions under this Agreement.
18.0 SEVERABILITY
If any provision of this Agreement is deemed illegal, invalid,
void or otherwise unenforceable in whole or in part, that
provision shall be severed or shall be enforced only to the
extent legally permitted, and the remainder of the provision
and the Agreement shall remain in full force and effect. If
any provision of this Agreement is deemed to be invalid, void
or unenforceable only with respect to a particular
application, such term or provision shall remain in full force
and effect with respect to all other applications.
19.0 SURVIVAL
All provisions in this agreement which by their nature extend
beyond the termination of any sale or license of Products or
Support or Services for examples terms relating to your
warranties, intellectual property rights, limitation and
exclusion of liability, your indemnification obligations and
payment obligations shall survive the termination or
expiration of this Agreement.
20.0 SERVICES MARKS
"SRest","Srest.biz", "SecuredTimesheet", "Genuinepics",
"SecuredGreeting", "SecureDir", "Ticket2Jobs", "Secured Web"
and others are our service marks or
registered service marks or trademarks. Other product
and company names mentioned on the Site may be
trademarks of their respective owners.
