This Technology Platform Services Agreement (“Agreement”), is entered into as of 30th July
2020.(the “Execution Date”), between Spur Software Services Pvt. Ltd.., a corporation with its
principal office located at 136, Jaora Compound Indore-452001, M.P. (“Spur”), and You.
Whereas, You is in the business of eatable, foods and beverages including on-demand food delivery
services business. You acting as Service Provider (SP) will publish its products on the portal and
will allow customers (consumers) to order any food from it. You will tie up with payment gateways to
receive payments from customers as well You will tie up with 3rd party delivery fleet systems or
setup their own delivery fleet for food delivery.
Whereas, Spur is a software solution and services provider. Spur shall provide a technology platform
to cater the technology needs of You on-demand delivery services business. The platform helps to
establish on-demand delivery services business. As more fully described below, Spur’s technology
platform includes backend system to manage day-to-day operations for on-demand delivery service
business, service provider registration and management system, creation of mobile compliant business
website, mobile client application for customers and delivery person.
Whereas, You shall focus on the business of delivering eatable, foods & beverage, customers to their
business, manage operations; and wish to utilize the related technology platform of Spur for its
online food delivery portal.
Whereas, as detailed in this Agreement, You and Spur have agreed on the revenue share structure
described herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
DESCRIPTION OF SOFTWARE SERVICES
Spur offers solution to take care of technology platform for On-Demand Delivery Services business
where demand is generated online from web and mobile through technology platform provided by Spur
and fulfilled offline. Below are the key components of technology platform:
Mobile compliant Web portal :
Delivers real time “services requests” from your customer. Allows you to respond to service request
and fulfill it. Allows to manage business accounts, flows, profile. Provides analytical data on
day-to-day Business flows, status of service requests etc.
Customer facing Mobile Application :
Help customers to quickly create service requests and track them. Allow customers to select food from
available providers and pay online.
Rider Mobile Application :
Mobile app used by deliver person to accept delivery request, pickup and deliver food order to the
customers.
Payment Gateway Integration :
Integration with third party payment gateway – payUmoney.com
SMS Gateway Integration :
Integration with third party SMS gateway.
DEFINITIONS
- "Affiliate" means any entity that directly or indirectly controls, or is
controlled by, or is under common control with the subject entity. "Control," for purposes of
this definition, means direct or indirect ownership or control of more than 50% of the voting
interests of the subject entity.
- “Agreement” means this Technology Platform Services Agreement.
- “Beta Services” means Our services that are not generally available to
customers.
- “Content” means information obtained by Us from Our content licensors or
publicly available sources and provided to You pursuant to an Order Form, as more fully
described in the Documentation.
- “Documentation” means Our online user guides, documentation, and help and
training materials, as updated from time to time, accessible via www.samudramarket.com.
- “Malicious Code” means code, files, scripts, agents or programs intended to do
harm, including, for example, viruses, worms, time bombs and Trojan horses.
- “Third Party Application" means a Web-based, Mobile or offline software
application that is provided by You or a third party and interoperates with our Service.
- “Services” means the services that are ordered by You under a free trial or an
Order Form and made available online by Us, including associated offline components, as
described in the Documentation. “Services” exclude Content and Third Party Applications.
- “User” means an individual who is authorized by You to use a Service, for whom
You have ordered the Service, and to whom You (or We at Your request) have supplied a user
identification and password. Users may include, for example, Your employees, consultants,
contractors and agents, and third parties with which You transact business.
- "We", "Us" or "Our" means the Spur Software
Services Pvt. Ltd..
- "You" or "Your" means You.
- “Your Data” means electronic data and information including data of your
customer /user submitted by or for You on the platform or collected and processed by or for You
using the platform, excluding Third Party Applications.
FREE TRIAL
If You register on our website or platform for a free trial, We will make one or more Services
available to You on a trial basis free of charge until the earlier of (a) the end of the free trial
period for which you registered to use the applicable Service(s), or (b) the start date of any
Purchased Service subscriptions ordered by You for such Service(s). Additional trial terms and
conditions may appear on the trial registration web page. Any such additional terms and conditions
are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU,
DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME
SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE
END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE
TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE
EDITION TO PROFESSIONAL EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE
FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR
DATA WILL BE PERMANENTLY LOST.
NOT WITH STANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING
THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the User Guide during the trial period so that You become familiar with the features
and functions of the Services before You make Your purchase.
SOFTWARE SUBSCRIPTION
- License Grant Subject to Your compliance with the terms and conditions
of this Agreement, Spur hereby grants a limited, perpetual , revocable, non-transferable,
non-sublicensable, non-exclusive subscription right during the term of this Agreement, to: (a)
use the technology platform for your online store (b) use the user documentation accompanying
the service in conjunction with your authorized use of the service; all for your portal use
only.
The Software services and any future Software bug fix or minor enhancement or new version that
Spur may make available to you from time-to-time and which are included in the defined term
'Software') will be deemed accepted upon Spur making the Software service available to you.
- Restrictions. You shall not directly or indirectly or through third
party or otherwise, be permitted or allowed to : (a) decompile, reverse engineer, disassemble or
otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of
any components of the Software service; (b) alter, modify, translate, adapt in any way, or
prepare any derivative work based upon the Software service; (c) rent, lease, network, loan,
pledge, encumber, sublicense, sell, distribute, disclose, assign or otherwise transfer the
Software service subscription or any copy thereof; or (d) use the Software in commercial
timesharing, rental or other sharing arrangements; (e) remove any proprietary notices from the
Software or any related documentation or other materials furnished or made available hereunder;
(f) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious
material, or to store or transmit material in violation of third-party privacy rights, (g) use a
Service to store or transmit Malicious Code, (h) interfere with or disrupt the integrity or
performance of any Service or third-party data contained therein, (i) attempt to gain
unauthorized access to any Service or Content or its related systems or networks, (j) permit
direct or indirect access to or use of any Service or Content in a way that circumvents a
contractual usage limit, (k) copy a Service or any part, feature, function or user interface
thereof, (l) copy Content except as permitted herein or the Documentation, (m) frame or mirror
any part of any Service or Content, other than framing on Your own intranets or otherwise for
Your own internal business purposes or as permitted in the Documentation, (n) access any Service
or Content in order to build a competitive product or service. In addition, Licensee agrees to
comply with all applicable local, state, national, and international laws, rules and regulations
applicable to Licensee's use of the Software.(o) you shall refrain from directly or indirectly
acquiring any interest in, or designing, creating , manufacturing, selling, or otherwise,
dealing, with similar software product under this agreement.
- Third Party Web Sites, Content, Products and Services. The services may
enable you to access and use web sites, content, products and services of third parties. Spur is
not responsible for any third party Web sites or third party content provided on or through the
services and you bear all risks associated with the access and use of such Web sites and third
party content, products and services. Your use of the Third Party Software is subject to the
applicable third party license terms and such Third Party Software is not licensed to you under
the terms of this Agreement. If you do not agree to abide by the applicable license terms for
the Third Party Software, then you may not access or use the services.
- Proprietary Rights
Reservation of Rights. Spur retain all right, title and interest in and
to the Software, Services, Content, derivative works thereof and related documentation and
materials, including, without limitation, all patent, copyright, trademark, and trade secret
rights, embodied in, or otherwise applicable to the Software, whether such rights are registered
or unregistered, and wherever in the world those rights may exist. Licensee shall not commit any
act or omission or permit or induce any third party to commit any act or omission inconsistent
with Spur' or its licensors' rights, title and interest in and to the Software and the
intellectual property rights embodied therein or applicable thereto. All materials embodied in,
or comprising the Software, including, but not limited to, graphics, user and visual interfaces,
images, code, applications, and text, as well as the design, structure, selection, coordination,
expression, 'look and feel', and arrangement of the Software and its content, and the
trademarks, service marks, proprietary logos and other distinctive brand features found in the
Software ('Spur Marks'), are all owned by Spur or its licensors; Licensee is expressly
prohibited from using the Spur Marks. Title to the Software shall not pass from Spur to
Licensee, and the Software and all copies thereof shall at all times remain the sole and
exclusive property of Spur. There are no implied rights or licenses in this Agreement. All
rights are expressly reserved by Spur.
Any tailor made development or other development of technology platform based on the
request or suggestion of Subscriber or user or customer shall be owned by Spur.
License by You to Host Your Data and Applications. You grant Us and Our
Affiliates a worldwide, exclusive worldwide, perpetual, irrevocable, royalty-free license to
host, copy, transmit and display Your Data, you shall allow us to use your data and also provide
us the free consent of your customer to use their data.
License by You to Use Feedback. You grant to Us and Our Affiliates a
worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services
any suggestion, enhancement request, recommendation, correction or other feedback provided by
You or Users relating to the operation of the Services.
OUR RESPONSIBLITIES
- Provision of Purchased Services. We will (a) make the Services available
to You pursuant to this Agreement, (b) provide Our standard support for the purchased Services
to You at no additional charge, and/or upgraded support if purchased, and (c) use commercially
reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a
week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic
notice and which We shall schedule to the extent practicable during the weekdays off-peak
hours), and (ii) any unavailability caused by circumstances beyond Our reasonable control,
including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest,
act of terror, strike or other labor problem (other than one involving Our employees), Internet
service provider failure or delay, third party Application, or denial of service attack.
- Beta Services. From time to time, we may invite You to try Beta Services
at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services
will be clearly designated as beta, pilot, limited release, developer preview, non-production,
evaluation or by a description of similar import. Beta Services are for evaluation purposes and
not for production use, are not considered “Services” under this Agreement, are not supported,
and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period
will expire upon the earlier of one month from the trial start date or the date that a version
of the Beta Services becomes generally available. We may discontinue Beta Services at any time
in Our sole discretion and may never make them generally available. We will have no liability
for any harm or damage arising out of or in connection with a Beta Service.
YOUR RESPONSIBLITIES
- Use of Service. You will (a) be responsible for Users’ compliance with
this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the
means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent
unauthorized access to or use of Services, and notify Us promptly of any such unauthorized
access or use and (d) use Services only in accordance with the Documentation and applicable laws
and government regulations, you shall allow us to use your data and also provide us the free
consent of your customer to use their data.
- Third Party Applications and Your Data. If You access a third party
Application with our Service, You grant Us permission to access Your Data as required for the
interoperation of that third party Application with the Service. We are not responsible for any
disclosure, modification or deletion of Your Data by a third party Application.
If the provider of a third party Application ceases to make the third party Application
available for interoperation with the corresponding Service features on reasonable terms, We may
cease providing those Service features without entitling You to any refund, credit, or other
compensation.
PLATFORM RUNING COST
You as Business Owner (BO) will have to bear the following cost directly of various 3rd party service
providers for services required by the solution from time to time, some of those are listed below
(more services may be needed in future as your business scales up and new features are added to the
platform).
- Annual website domain registration fee
FEES & PAYMENT TERMS:
Fees. Spur will charge you 9% of order amount for each and
every successful order placed on this platform as fees for platform usage. This fee will be
deducted directly from the transaction at the payment gateway for most of the orders, subjected
to gateway limitations. We will invoice you monthly by aggregating the fees for all orders for
the month and the outstanding balance amount if any, is to be paid within next 15 days of time.
- Payment Terms. All payments under this Agreement shall be made in
currently available funds and payments may be made by cheque, wire transfer, online payment or
by such other means as Spur may specify from time-to-time. Unless otherwise expressly agreed by
Spur and specified herein, all fees are payable in the currency of the India. All fees
specifically exclude (and You are responsible for) any and all applicable sales, use and other
taxes, other than taxes based on Spur' income. Any amounts due under this Agreement which are
not paid within fifteen (15) calendar days of their due date shall be subject to a late payment
charge of the lower of: (i) one and one half percent (1.5%) per month (and shall thereafter bear
interest at a rate of eighteen percent (18%) per annum until paid); and (ii) the highest
interest rate permitted by applicable law. Also, if the amount due is not paid within fifteen
(15) calendar days, then Spur will have all rights to stop platform services for you. Each party
is responsible for its own expenses under this Agreement. All fees payable under this Agreement
are non-refundable. Spur will not issue any invoices for the fees due hereunder unless expressly
requested by You; provided however, that all fees are automatically due as set forth in this
Section 4 irrespective of the date of issue of any invoice.
- Spur may change its fees and payment terms at its discretion; provided however, that such
changes will not take effect for You until the start of the next Software service subscription
term. Spur will provide prior written notice to You of any changes to the fees that affect the
Software subscription has purchased, including as sent to Your e-mail address.
TERM & TERMINATION
- Term. Subject to termination as set forth in this Section 8, the term of
this Agreement will commence on the Effective Date and will continue for the period of 12
months. The term of the Technology Platform Services Agreement (and the corresponding fees) may
be renewed after 12 months.
- Termination. Either Party may terminate this Agreement at will upon
written notice to the other Party for any reason whatsoever in terms of this Clause. Either
Party may terminate this Agreement with a prior written notice of thirty (30) days to the other
Party. On termination, the You shall pay all Unpaid Fees accrued till the date of termination.
- Effects of Termination. Upon the termination of this Agreement for any
reason: (a) the subscription licenses granted under this Agreement in respect of the Software
shall immediately terminate; (b) You shall pay to Spur the full amount of any outstanding fees
due hereunder; and (c) within ten (10) calendar days of such termination, each party shall
destroy or return all Confidential Information of the other party in its possession, and will
not make or retain any copies of such information in any form, except that the receiving party
may retain one (1) archival copy of such information solely for purposes of ensuring compliance
with this Agreement. Notwithstanding the foregoing, the following terms shall survive the
termination of this Agreement, together with any other terms which by their nature are intended
to survive such termination: Sections 3(b) (Restrictions), 3(d) (Proprietary Rights), 6 (Fees &
Payment Terms), 7(c) (Effects of Termination), 8(a) ('Confidentiality'), 8(c)
(Non-Solicitation), 6(c) (Feedback), 9(c) (Disclaimer of Warranties), 10 (Indemnification), 11
(Limitation of Liability) and 12 (General).
CONFIDENTIALITY, NON-SOLICITATION, FEEDBACK & PUBLICITY
- Confidentiality. 'Confidential Information' means any proprietary
information received by the other party during, or prior to entering into, this Agreement that
is marked as confidential or proprietary. The Software, service and any non-public technical and
business information of a party shall be deemed Confidential Information, whether or not marked.
Confidential Information does not include information that (a) is or becomes generally known to
the public through no fault of or breach of this Agreement by the receiving party; (b) is
rightfully known by the receiving party at the time of disclosure without an obligation of
confidentiality; (c) is independently developed by the receiving party without use of the
disclosing party's Confidential Information; or (d) the receiving party rightfully obtains from
a third party without restriction on use or disclosure. You and Spur will maintain the
confidentiality of Confidential Information. The receiving party of any Confidential Information
of the other party agrees not to use such Confidential Information for any purpose except as
necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving
party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing
party's Confidential Information using the same degree of care that it takes to protect its own
confidential information and in no event shall use less than reasonable care. The receiving
party may disclose the Confidential Information of the disclosing party if required by judicial
or administrative process, provided that the receiving party first provides to the disclosing
party prompt notice of such required disclosure to enable the disclosing party to seek a
protective order. Upon termination or expiration of this Agreement, the receiving party will, at
the disclosing party's option, promptly return or destroy (and provide written certification of
such destruction) the disclosing party's Confidential Information.
- Publicity. During the term of this Agreement, You hereby agree that Spur
shall have the right, but not the obligation, to include Your name and logo as a customer who
uses the Samudra platform and/or Services in marketing materials promoting the Samudra platform
or service.
- Non Solicitation and No Hire. During the term of this agreement and for
a period of one (1) year immediately following its termination, You agree, not to Solicit or not
to Hire or not to Induce, directly or indirectly, the employee of Spur to terminate the or
breach an employment, contractual or other relationship with other party.
- Force Majeure. Spur shall not be deemed in default of this Agreement,
nor shall Spur hold responsible for refund of fees or otherwise, any cessation, interruption or
delay in the performance of its obligations due to earthquake, flood, fire, storm, natural
disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott, Government
Order or pandemic or epidemic or any severe disease like COVID 19 etc. or other similar events
beyond the reasonable control of the Party.
WARRANTIES & DISCLAIMER OF WARRENTIES
- General Representations and Warranties. Each party represents and
warrants to the other party that: (i) it has the full power and authority to enter into this
Agreement and to carry out its obligations under this Agreement; and (ii) it has complied, and
will in the future comply, with all applicable laws, rules and regulations in connection with
the performance of this Agreement.
- Limited Software Service Warranty. Spur represents and warrants to You
that: Software Service licensed under this agreement will materially conform to Spur' published
documentation for a period of six months from the date You are first permitted to access and use
the Software Service.
Your sole and exclusive remedy, and Spur' sole and exclusive liability for any breach of this
warranty will be, at Spur' sole discretion, to fix and remedy the Service on condition that You
promptly notifies Spur in writing of any alleged breach of this warranty within such warranty
period. This warranty applies solely to the extent that the Software Service is used for its
intended purpose and in accordance with Spur' instructions. This warranty is null and void to
the extent the Software Service: (i) fails to conform with this warranty as a result of its use
with any third party Application; or (ii) is used for an unintended purpose, is used other than
in accordance with its published documentation or specifications, or is otherwise used in breach
of this Agreement.
- Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS
SECTION 10: (I) THE SOFTWARE SERVICES ARE PROVIDED TO YOU ON AN 'AS IS' BASIS, WITH ANY AND ALL
FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND; AND (II) SPUR EXPRESSLY DISCLAIMS ALL
REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SPUR DOES
NOT WARRANT THAT THE SOFTWARE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE
SOFTWARE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE SERVICES
WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SOFTWARE SERVICES
AND ALL RESULTS OF SUCH USE IS SOLELY AT YOUR OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE
GIVEN BY SPUR OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE
THE SCOPE OF ANY WARRANTY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF
IMPLIED WARRANTIES OR CONDITIONS OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO
THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, SPUR' WARRANTIES AND
CONDITIONS WITH RESPECT TO THE SOFTWARE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT
PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
INDEMNIFICATION
You shall indemnify, defend and hold harmless Spur and its officers, directors, employees,
shareholders, contractors and agents, and its and their respective officers, directors, employees,
agents, representatives, and contractors (each, a 'Spur Party'), from and against any and all
liability and costs (including, without limitation, attorneys' fees and costs) incurred by any Spur
Party in connection with any actual or alleged claim arising out of, or relating to: (i) Your breach
of this Agreement, any or any applicable law, rule or regulation; (ii) Your use of the Software
Service; and (iii) Your gross negligence, fraudulent misrepresentation or willful misconduct.
Counsel You select for the defense or settlement of a claim must be consented to by Spur prior to
counsel being engaged to represent any Spur Party. You and Your counsel will cooperate as fully as
reasonably required, and provide such information as reasonably requested, by Spur in the defense or
settlement of any claim. Spur reserves the right, at its own expense, to assume the exclusive
defense or settlement, and control of any matter otherwise subject to indemnification by You. You
shall not in any event, consent to any judgment, settlement, attachment, or lien, or any other act
adverse to the interests of any Spur Party without the prior written consent of each relevant Spur
Party.
LIMITATION OF LIABILITIY
- Consequential Damages Waiver. UNDER NO CIRCUMSTANCES, SHALL ANY SPUR
PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING
OUT OF OR RELATING TO THE USE AND/OR INABILITY TO USE THE SOFTWARE SERVICES, REGARDLESS OF THE
LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF AN SPUR PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
- Limitation of Damages. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL
THE SPUR PARTIES' TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES
AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR
OTHERWISE) EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO SPUR DURING THE TWELVE
(12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE SPUR PARTIES' LIABILITY.
- Failure of Essential Purpose. THE PARTIES AGREE THAT THESE LIMITATIONS
SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE
FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY
NOT APPLY TO YOU. IN SUCH EVENT, THE LIABILITY OF THE SPUR PARTIES FOR SUCH DAMAGES WITH RESPECT
TO THE SOFTWARE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN
SUCH JURISDICTION.
GENERAL
- Export Compliance. The Services, and other technology We make available,
and derivatives thereof may be subject to export laws and regulations of the United States and
other jurisdictions. You shall not permit Users to access or use any Service in a U.S.-embargoed
country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export
law or regulation.
- Entire Agreement and Order of Precedence. This Agreement, including all
attachments, shall constitute the entire agreement between Spur and You relating to the subject
matter hereof and shall supersede all prior negotiations, agreements, and understandings between
the Parties. No waiver of any provision of this Agreement shall be effective unless made in
writing. In addition, no waiver by either Party of any breach of any provision of this Agreement
shall be construed as a waiver of any subsequent breach or as a continuing waiver of such breach
of this Agreement. In addition, no failure to enforce any contract term shall be deemed a waiver
of future enforcement of that or any other term. No modifications or additions to this Agreement
shall be binding on either Party unless in writing and signed by the Party against whom
enforcement is sought. The provisions of this Agreement shall be severable. If any provision of
this Agreement is held invalid or unenforceable in any relevant jurisdiction, then (i) such
provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining
provisions of the Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly
drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to
such jurisdiction, be so narrowly drawn, (ii) the application of such provision in any other
circumstances shall not be affected, and (iii) the application of the remaining provisions of
this Agreement shall not be affected by such application.
- Assignment. This Agreement may not be assigned by either Party without
the express prior written consent of the other Party. Any attempted assignment without such
consent will be null and void and of no effect, except that, upon written notice to the other
Party, either Party may assign all or portions of this Agreement to a subsidiary or successor to
its business (whether by merger, a sale of all or substantially all of its assets relating to
this Agreement, a sale of a controlling interest of its capital stock, or otherwise).
- No remedy or election of remedy under this Agreement shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or equity. To the extent
permitted in the relevant jurisdiction, no action relating in any way to performance or
nonperformance of this Agreement may be brought by Licensee more than one (1) year after the
performance hereunder. If either Spur or Licensee employs attorneys to enforce any rights
arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover
reasonable attorneys' fees.
- Governing Law & Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the India without regard to its conflicts of law
provisions and each of the Parties shall be subject to personal jurisdiction in the Indore.