SOFTWARE SERVICES AGREEMENT
THIS SOFTWARE SERVICES AGREEMENT (“AGREEMENT”) IS BETWEEN SUNYAM LABS PVT. LTD. (“SUNYAM”) AND YOU / YOUR ORGANISATION (“CUSTOMER”) WITH REGARD TO YOUR USE OF THE TIMEPAY SERVICES OFFERED BY SUNYAM THROUGH ITS PROPRIETARY TIMEPAY SOFTWARE.
BY SUBSCRIBING, INSTALLING, DOWNLOADING OR ACCESSING THE TIMEPAY SOFTWARE OR TIMEPAY SERVICES FOR YOUR / YOUR ORGANISATION’S USE, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF YOUR ORGANISATION AND THAT YOU HAVE THE REQUISITE AUTHORITY TO ACCESS TIMEPAY SOFTWARE & TIMEPAY SERVICES AND LEGALLY BIND YOUR COMPANY TO THIS AGREEMENT,
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT FULLY AND HAVE UNDERSTOOD IT PROPERLY, AND THAT YOU / YOUR ORGANISATION AGREE TO BE BOUND
BY ITS TERMS & CONDITIONS.
The following words and phrases, wherever used in this Agreement, shall have the meanings specified below, unless the context requires otherwise:
“TIMEPAY SOFTWARE”: A proprietary software application developed by SUNYAM that provides the CUSTOMER with appropriate views of its business data, accessed through desktop / laptop / mobile, via browser or through a downloadable mobile application or other means, and serves as a tool for planning and execution of various business and communication activities
“TIMEPAY SERVICES”: The TIMEPAY SOFTWARE as well as the services provided by SUNYAM through the TIMEPAY SOFTWARE, including those that support the CUSTOMER in tracking its business transactions and help in automating various communications.
“USERS”: End users in the CUSTOMER organization who access the TIMEPAY SOFTWARE for availing the TIMEPAY SERVICES.
GRANT OF LICENSE
Subject to the terms and conditions set forth herein, in consideration for the purchase price paid by the CUSTOMER for a subscription to the TIMEPAY SERVICES, SUNYAM grants the CUSTOMER, a non-transferable, non-exclusive, and non-sub-licensable limited right and license to access, view and use the TIMEPAY SOFTWARE to avail the TIMEPAY SERVICES for its own internal non-commercial fair use.
DATA HANDLING & PRIVACY
SUNYAM owns all intellectual property rights, title and interest in the TIMEPAY SOFTWARE, including but not limited to, all copyrights, trademarks, and its proprietary content therein.
The CUSTOMER shall NOT:
A. Copy, reproduce, reverse engineer, reverse compile, decompile, develop compilations or derivative works, translate, adapt or disassemble the TIMEPAY SOFTWARE or any part thereof, including SUNYAM’s proprietary content therein;
B. Permit third parties to link to the TIMEPAY SOFTWARE or any part thereof without obtaining the prior express written consent from SUNYAM;
C. Assign, sub-license, convey, transfer, pledge as security, or otherwise encumber the rights and licenses granted hereunder;
D. Use the TIMEPAY SOFTWARE in any way that may infringe any intellectual property or proprietary rights of SUNYAM or of any other third-party service providers associated with SUNYAM;
E. Use the TIMEPAY SERVICES to send spam; i.e.; unsolicited bulk / junk / commercial e-mails or messages.
REPRESENTATIONS AND WARRANTIES
The CUSTOMER represents that:
A. It complies with the laws and regulations applicable to its use of the TIMEPAY SERVICES;
B. It has the requisite permissions to allow SUNYAM to receive and process the CUSTOMER’s data and send communications through various modes to the CUSTOMER’s various stakeholders on behalf of the CUSTOMER.
C. It either owns or has permission to use all of the data and material in the communication that is done by SUNYAM on the CUSTOMER’s behalf. The
CUSTOMER warrants that:
A. It will ensure regular and timely connectivity of its systems to the TIMEPAY SOFTWARE to enable regular updates of the CUSTOMER data and smooth functioning of the TIMEPAY SERVICES.
B. It will ensure that the USERS follow all the necessary security precautions while accessing the TIMEPAY SOFTWARE.
TERM OF THE AGREEMENT
The term of this AGREEMENT shall be co-terminus with the paid-up subscription period for the TIMEPAY SERVICES. SUNYAM may terminate this AGREEMENT if the CUSTOMER violates any of the terms herein. SUNYAM may also prematurely terminate this AGREEMENT for any reason, in which case SUNYAM will refund the proportionate service fees already paid by the CUSTOMER for the unutilized balance of the subscription period. Clauses pertaining to indemnity, confidentiality and non-disclosure shall survive the termination or expiry of this AGREEMENT.
The CUSTOMER shall pay to SUNYAM the applicable service fees for the subscription period as per the payment schedule prescribed by SUNYAM. The fees paid are non-refundable, except as specifically provided in clause 7.
SUNYAM may amend this AGREEMENT from time to time to address new issues or changes to our policies. SUNYAM will post such amendments on our website or in TIMEPAY SOFTWARE. If SUNYAM makes significant changes to this AGREEMENT, it will appropriately notify the CUSTOMER, 7 (seven) days prior to the change becoming effective. CUSTOMER’s continued use of the TIMEPAY SERVICES after the new effective date will constitute its acceptance of the changed AGREEMENT.
The CUSTOMER agrees to indemnify, defend and hold harmless SUNYAM, its Director’s, employees, agents, affiliates, successors, officers, representatives, associated third parties and assigns from and against any claim, proceeding, loss, damage, liability, demand or expense of any kind arising out of any negligence, misconduct, violation of law or misuse by CUSTOMER in relation to TIMEPAY SERVICES. These obligations shall survive the termination or expiry of this Agreement.
A. TIMEPAY SOFTWARE is designed to perform substantially as per the Product Features listed on the website: and as explained in the Help section of the TIMEPAY SOFTWARE.
B. Notwithstanding anything else contained in this Agreement, the SUNYAM disclaims all warranties, express or implied, in relation to the TIMEPAY SOFTWARE and TIMEPAY SERVICES. No advice or provision of information in connection with financial accounts or technology related or otherwise, whether oral or written, obtained by the CUSTOMER from SUNYAM or via TIMEPAY SERVICES shall create any warranty not expressly stated herein. Any data or information, financial or otherwise, made available as part of the TIMEPAY SERVICES is provided on an “as is” and “as available” basis and without any warranties or representations of merchantability, fitness for a particular purpose, accuracy, completeness, real-time information, or of any other kind, either express or implied. These obligations shall survive the termination of this Agreement.
LIMITATION OF LIABILITY
It is the CUSTOMER’s responsibility to use the TIMEPAY SOFTWARE and TIMEPAY SERVICES prudently and the CUSTOMER assumes all responsibility and risk arising from such use. SUNYAM disclaims all liability for any loss, injury, or damage resulting from the use of TIMEPAY SERVICES. In no event shall SUNYAM or its affiliated third parties be liable to the CUSTOMER or any other third party for any exemplary, indirect, incidental, special or consequential damages (including, without limitation, damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of or inability to use the TIMEPAY SOFTWARE or TIMEPAY SERVICES, even if SUNYAM has been advised of the possibility of such damages. SUNYAM’s maximum aggregate liability with respect to its obligations under this Agreement or otherwise with respect to the TIMEPAY SOFTWARE and TIMEPAY SERVICES shall not exceed the price paid by the CUSTOMER for the relevant ongoing subscription term.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed and constructed by the laws of India and the courts at Mumbai shall have the exclusive jurisdiction to entertain suits filed hereunder.
REORGANIZATION / CHANGES
In the event that SUNYAM is involved in a business reorganization, merger, acquisition, or sale, it may assign its business to a qualified party, and accordingly transfer the CUSTOMER data, contract and relationship to such party, so as to enable continuity of services. SUNYAM will notify you of any such development appropriately.
This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereunder. No delay or failure by SUNYAM to exercise or enforce at any time any right or provision hereof will be considered as a waiver thereof.
The CUSTOMER shall not assign its rights or obligations hereunder to any third party without the prior written consent of SUNYAM.
Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and permitted assigns of both the parties. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, that provision, to the extent permitted by law (and not otherwise), shall be severed from this Agreement and shall not affect the remainder hereof. The parties agree to substitute such a provision with a valid provision which would most closely approximate the intent and economic effect of such severed provision. The parties to this Agreement are independent contractors.
SUNYAM shall not be liable to the CUSTOMER for any failure to perform any of its obligations under this Agreement during any period in which such performance is delayed due to circumstances beyond its reasonable control, including but not limited to, those prevailing due to force majeure. All notices to be issued by either party to the other hereunder, must be delivered in writing. This being an electronic agreement, does not require any physical execution hereof.