This License Agreement details the License policy for Ari – a product of Web Masters Technologies Pte. Ltd. (hereinafter referred to as “WM”), on the following topics:
- Evaluation License
- Commercial License
- Support Services
Please read the following license carefully, before either:
- completing the electronic order for our SaaS based offering or download of the Licensed Software from an authorized website, or
- installing the Licensed Software from media that was delivered after being ordered by alternative order process, as applicable.
You acknowledge that you have read this License Agreement, have understood it, and agree to be bound by its terms. If you do not agree to the terms and conditions of this Agreement, exit the web site page without continuing the ordering process.
1. Evaluation License
WM grants to you a non-exclusive, non-transferable, Evaluation License for trial and evaluation of the Licensed Software, in binary object code form, for a period of thirty (30) days from the date of download or installation or subscription. This License begins upon downloading or installing or subscribing for the Licensed Software and ends thirty (30) days thereafter (“Evaluation Period”). If you are not willing to use the Licensed Software, after the Evaluation Period, delete all the copies installed in your computer with immediate effect. You are forbidden from using the Licensed Software for any other use or otherwise offering it for resale under the terms of this Section 1. WM retains all rights not specifically granted to you herein.
2. Commercial License
(a) Software License: As part of your choosing to license the Licensed Software, WM grants you a fee-bearing, non-exclusive, non-transferable, world-wide license to use the Licensed Software for a period of subscription from the date of license activation, including user documentation that you have downloaded from or received on media provided by WM or its partners, including all updates provided through the annual license renewal, where applicable, provided that such access and use of the Licensed Software is in accordance with the Company, Location and Till License granted by WM. “Use” means storing, loading, installing, executing or displaying the Licensed Software.
(b) License Renewal (LR): To continue using the Licensed Software beyond the period of subscription, you must renew your license at least 10 days before the expiry of the subscription term. If otherwise, Ari software will expire and late payment charges will apply in addition to renewal. If the license is not renewed within 30 days of its expiry, we are under no obligation to retain your data and accordingly all data will be deleted from our servers and in case you wish to renew post the deletion, the only way out would be to go for a fresh subscription.
(c) Information we collect from you: As part of the installation, registration and software usage process, WM will collect information like contact person, mobile number, mail address, business name & address. This information will be uploaded to WM CRM (Customer Relationship Management) to serve you better. You agree to provide true, accurate, current and complete information to help WM serve you better.
3. Third Party Products
The Licensed Software may contain software which originated with third party vendors, and without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third party software incorporated in the Licensed Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third party software available with the Licensed Software, unless the license terms of such third party software provide otherwise.
4. Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not
Use or Install Licensed Software for Companies, Locations and Tills other than you are licensed to
Remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
Make any copies except for one back-up or archival copy, for temporary emergency purpose;
Rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application;
Use the software for any illegal activity. If this software used in any illegal activity, then WM disavows any such illegal activity.
Modify or enhance the Licensed Software;
Reverse engineer, decompile or disassemble the Licensed Software.
Allow any third parties to access, use or support the Licensed Software.
5. Support Services
WM provides support that includes email support for problem reporting, remote support for problem resolution, product updates, and online access to product documentation, self-help videos & tutorials. To avail the WM Support Services, License Renewal is mandatory. Ari specifically excludes upgrades from the License Renewal program. Upgrade to the Licensed Software will be provided upon payment of an Upgrade License Fee in accordance with WM then current pricing policy as provided on WM website and will be intimated to you through your registered mail id.
6. Ownership and Intellectual Property
WM owns all rights, title and interest in and to the Licensed Software. WM expressly reserves all rights not granted to you here in, notwithstanding the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to you by WM.
WM has the right to audit your use of the Licensed Software by providing at least seven (7) days prior written notice of its intention to conduct such an audit at your facilities during normal business hours. WM has the right to inspect all computers even though the software may not be installed on those computers. You are responsible to provide full co-operation and unrestricted access to WM during such an Audit.
8. Responsibilities for your account
You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of Ari. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to Ari Online Services. You are responsible for any liability arising from such incidents and assume any liability brought to WM on account of such incidents.
Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. If we are required to pay Taxes on behalf of you, you will promptly reimburse us in full following the receipt of our invoice. In certain jurisdictions, the licensee may be required to withhold tax on payments under this agreement. Such withholdings will be your expense, liability and responsibility and you will pay the full license fees to us regardless of the taxes that are required to be deducted.
The Licensed Software contains proprietary information of WM that are protected by the laws of Singapore and you hereby agree to take all reasonable efforts to maintain the confidentiality of the Licensed Software. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with or access the Licensed Software, and to use reasonable efforts to ensure their compliance with such terms and conditions, including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a purpose that is not allowed under this Agreement.
11. Warranty Disclaimer
WM does not warrant that the Licensed Software will be error-free. Except as provided herein, the Licensed Software is furnished “as is” without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations. Because some jurisdictions do not allow for the exclusion or limitation of implied warranties, the above exclusions or limitations may not apply to you.
12. Limitation of Liability
In no event will WM be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if WM has been advised of the possibility of such damages. WM entire liability with respect to its obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amount of the license fee paid by you for the Licensed Software. Because some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, the above exclusions or limitations may not apply to you.
WM agrees to indemnify and defend you from and against any and all claims, actions or proceedings, arising out of any claim that the Licensed Software infringes or violates any valid Singapore patent, copyright or trade secret right of any third party; so long as you provide: (i) Prompt written notice to WM of such claim; (ii) Cooperate with WM in the defense and/or settlement thereof, at WM expense; and, (iii) Allow WM to control the defense and all related settlement negotiations. The above is WM sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement. WM shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) Any combination, operation, or use of the Licensed software with any programs or equipment not supplied by WM; (ii) Any modification of the Licensed Software by a party other than WM; and (iii) Your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by WM.
This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to WM all copies of the Licensed Software in your possession. Either party may terminate this Agreement upon breach by the other party of the terms of this Agreement and the failure by the other party to cure such breach within 30 (thirty) days’ written notice. Upon termination, you shall destroy or return to WM all copies of the Licensed Software and certify in writing that all known copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.
This Agreement shall be construed, interpreted and governed by the laws of Singapore exclusive of its conflicts of law provisions. This Agreement constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between the parties. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonable effect the intention of the parties.
WM is allowed to print its product name in the invoice of the customers. It will be in the format of Software by WM, along with the telephone number.
17. Compliance with Laws