The following terms and conditions ("agreement") apply to Razorback Technologies Pvt. Ltd. (“razorback”) and the business/entity("customer/licensee") that is purchasing a license of razorback’s proprietary “duNOW” software application for commercial purposes.
Razorback and licensee are individually referred to as party and jointly referred to as parties. This agreement and the term sheet constitute the contract between the parties.
Means all legislation, statutes, regulations, ordinances, rules, judgments, orders, decrees, rulings, and other requirements enacted, promulgated, or imposed by any governmental authority or judicial or regulatory body (including any self-regulatory body) at any level (e.g., municipal, district, state or national) that are applicable to or enforceable against a party or its personnel in relation to their activities under or pursuant to this agreement.
Means users whose registration process with razorback is complete or who otherwise have received a user id or other access credentials enabling them to access the “duNOW system”.
Means those purposes set forth in the term sheet or on razorback’s web site describing the purposes for which the “duNOW system” and associated content are permitted to be used by licensee and its authorised users.
Means reversal of a prior outbound transfer of funds from a buyer's bank account, line of credit or credit card.
Means transfer of funds by the licensee to a buyer/vendor.
Means all written or oral information, disclosed by either party to the other, related to the strategy, business or operations of either party or a third party that has been identified as confidential or that, by the nature of the information or the circumstances surrounding its disclosure, ought reasonably to be treated as confidential.
Shall mean and include the licensee, its subsidiaries, parent & group companies.
Shall mean the content and information, viz., details of licensee’s products and/or services, uploaded or entered by the licensee and its authorized users onto the duNOW system through the access protocols given by razorback.
Means razorback’s proprietary cloud based software-as a- service and related services made available to licensee’s authorised users under this agreement, as identified on the applicable term sheet, including its technology components, such as razorback’s web site, applicable mobile app(s) and related documentation.
Means all applicable federal, state, regional, territorial and local laws, statutes, ordinances, regulations, rules, executive orders, of or by any authority, department or agency thereof governing the privacy, data protection and security of personally identifiable material.
Means the exclusive rights held by the owner of a copyright, patent, trademark, or trade secret, including (i) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the rights to exclude others from using, making, having made, selling, offering to sell, and importing patented subject matter and to practice patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual property rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including privacy rights and any rights in databases recognised by applicable law.
Means and refers to proprietary software, in object code form, that is made available by razorback to the licensee for installation on mobile devices to allow interaction and use with the “duNOW system”
Means all intellectual property owned or controlled by razorback, including all software developed by or for razorback and used in connection with the services and any protectable intellectual property interests razorback may have in or to derivative works of data developed by or for razorback.
Means the web interface(s) of the duNOW system that razorback offers for interaction with and receipt of services.
Means software based web and mobile app services provided by razorback pursuant to this agreement.
Means the period during which licensee’s authorised users are permitted to access and use the duNOW system, as set forth in the term sheet..
Means an order sheet issued by razorback and executed by the licensee and razorback setting forth the necessary information relating to permitted use of the duNOW system and/or other services to be provided to licensee, upon the requisite fees payable to razorback.
Means any improvement, enhancement, modification and/or changes to the duNOW system offered or provided by razorback to licensee at no additional charge (i.e., that is not offered by razorback as a separately priced option), including, as applicable, bug fixes and feature enhancements
Subject to licensee’s and its authorised users’ continuing compliance with this agreement and payment of the applicable fees and other considerations, razorback hereby grants to licensee a personal, non-exclusive, nontransferable right for its authorised users to access the features and functions of duNOW system during the subscription term, solely through razorback’s web site or mobile app and solely for authorised purposes. This access grant may not be sublicensed, in whole or in part. The scope of licensee’s use of duNOW system is subject to the terms and conditions of this agreement, including any parameters or limitations set forth in the applicable term sheet.
Customer acknowledges that razorback is a service provider who is providing the duNOW system solely for connecting the customer with its buyers. Customer shall solely be responsible for the customer content that has been uploaded by the customer on to the duNOW system. Razorback shall not in any manner be liable for the said customer content. In this regard, customer acknowledges and warrants that the said customer content will not contain anything that is (i) against law (ii) obscene, scandalous, discriminatory or derogatory (iii) infringing third party rights, including ip rights. Customer shall indemnify razorback for any action taken against razorback in this regard.
Customer shall designate one or more authorised user(s) to act as an administrator who will serve as customer’s principal point of contact with razorback.
Customer agrees not to act outside the scope of the rights that are expressly granted by razorback in this agreement. Further, customer will not (i) use the duNOW system in any manner that is inconsistent with this agreement; (ii) except as expressly permitted by razorback to customer, modify any code of duNOW system or attempt to create or permit the creation of any derivative works of duNOW system; (iii) decompile, reverse engineer or use any other method in an attempt to view or recreate any of the source code of duNOW system; (iv) use duNOW system to operate the business of a third party, or to act as a service bureau or provider of application services to any third party; (v) knowingly or intentionally re-use, disseminate, copy, or otherwise use duNOW system or associated content in a way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of any third party; or (vi) sell, lend, lease, assign, transfer, pledge, permit a lien upon, or sublicense any of the rights granted by this agreement with respect to the duNOW system.
Customer and its authorised users will not take any action designed or intended to: (a) interfere with the proper working of the duNOW system; (b) circumvent, disable, or interfere with security-related features of duNOW system or features that prevent or restrict use, access to, or copying duNOW system or any content or other data, or that enforce limitations on use of duNOW system or content; or (c) impose (or which may impose, in razorback’s sole discretion) an unreasonable or disproportionately large load on duNOW system infrastructure.
In consideration of the rights, licenses and services provided hereunder, customer shall pay the charges applicable for seeking license of the duNOW system at the price identified in the term sheet. Unless otherwise agreed to in writing or electronically all charges are non-refundable; will be invoiced up front and licensee shall pay all invoices in accordance with the terms mentioned therein.
Customer is aware that razorback is an authorized nodal agency. For all successful transactions of customer’s products or services via the duNOW system, subject to clause "Commission on sales", razorback shall remit the payment so received from buyer to the customer’s designated bank account within t+3 working days from the date of transaction.
For the services rendered by razorback, customer shall pay razorback non-refundable commission on sales, as per the agreement mentioned in the term sheet, for all successful transactions of customer’s products & services which are directed/ routed through the duNOW system. The said commission will be adjusted at the time of razorback’s remittance of payment to customer as per clause "Customer’s sales" above, and the balance payment shall be remitted to the customer.
In case, for whatever reasons, if the buyer is unhappy with the services/product provided by the customer/returns the goods to the customer; the customer can process a full refund back to the buyer using the duNOW system - provided the customer has sufficient funds that is pending to be settled by razorback and will be adjusted at the time of razorback’s remittance of payment to customer as per clause "Customer’s sales" above, and the balance payment shall be remitted to the customer. It normally takes 7 – 10 business days for the refund to be reflected in the buyer’s bank statement.
In case of any charge back claimed by a buyer through his/her financial institution, razorback shall be entitled to deduct a sum equal to which the reversal has been done by it from the customer’s account plus any associated costs passed on to it by the said financial institution related to the chargeback.
Any case falling user clause "Refunds" or "Chargebacks", razorback will not be held responsible for any dispute between the customer and the buyer regarding the return of goods or services or chargeback. In such cases, customer agrees that it ought to resolve such issue with the buyer directly.
Razorback shall not be responsible for any price or taxes and duties imposed upon the goods and/or services sold/rendered by the customer. The customer has to know and understand the taxes and duties applicable for their product/service that is made available via duNOW system to its buyer. Razorback shall not be held liable for any mistake, error or omission committed by the customer.
In case of a conflict between the customer and buyer arising out of situations mentioned in clause "Refunds" or "Chargebacks", and in case both customer and buyer agree, then razorback shall attempt to resolve the said conflict upon best endeavor basis. Razorback shall deduct cost incurred by it towards resolving the conflict as per the rates mentioned in the term sheet.
The parties acknowledge that during and after the performance of this agreement, each party may have access to certain of the other party’s confidential information. Each party agrees that (i) all items of confidential information are proprietary to the disclosing party and will remain its sole property; (ii) to use confidential information only for the purposes for which it was disclosed; (iii) not to reproduce confidential information except as reasonably necessary for its authorised use; (iv) to hold in confidence and protect such confidential information from dissemination as if it were its own; and (v) to return or destroy all confidential information that is in its possession forthwith upon termination or expiration of this agreement. Notwithstanding the foregoing, the provisions of this clause will not apply to any particular confidential information that (a) is publicly available or in the public domain at the time disclosed or becomes publicly available or enters the public domain through no fault of the recipient; (b) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (c) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (d) is independently developed by the recipient. Notwithstanding the foregoing, (i) each party may disclose confidential information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable laws, and intimate the other party of the same. The receiving party acknowledges that the disclosing party has the right to take all steps to protect the disclosing party’s confidential information, including by seeking injunctive relief and/or any other remedies that may be available at law or in equity, all of which remedies shall be cumulative and in addition to any rights and remedies available.
At no additional charge and during razorback’s normal business hours (9:00 a.m. To 5:00 p.m. (india time) monday through friday, excluding designated holidays published by state and central governments), razorback will provide technical support for duNOW system in response to customer personnel requests sent via email to email@example.com
Customer will be given access to updates of duNOW system that razorback develops and implements during the subscription term. Razorback will decide which features to implement or not implement and the priority and release schedule timing for them. Razorback may in the future offer optional value-added functions, features or other capabilities for a separate fee.
Razorback may take down applicable servers hosting the duNOW system to conduct scheduled and emergency maintenance. Razorback will use commercially reasonable efforts to perform scheduled maintenance outside regular business hours and will provide at least 24 hours advance notice for non-emergency maintenance and immediate notification to the customer in case of emergency maintenance. Razorback will not be responsible for any damages or costs incurred by customer due to unavailability of duNOW system during scheduled or emergency maintenance.
(a) each party represents to the other (i) that the execution and performance of its obligations under this agreement will not conflict with or violate any provision of applicable law; and (ii) that this agreement, when executed and delivered, will constitute a valid and binding obligation of each party and will be enforceable against such party in accordance with its terms.
(a) except the terms stated in this agreement, to the maximum extent permitted by applicable law, razorback disclaims any and all other promises, representations and warranties, express, implied or statutory, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, data accuracy, system integration, system reliability, title, non-infringement, non-interference and/or quiet enjoyment, and all warranties that may otherwise be implied. No warranties are made on the basis of trade usage, course of trade, or course of dealing or performance. (b) customer assumes complete responsibility, with recourse against razorback, for the selection of duNOW system to achieve customer’s intended results and for its use of the results obtained from duNOW system in customer’s business. Razorback does not warrant that duNOW system will meet customer’s requirements, that the operation of duNOW system will be uninterrupted or error-free, or that all or any specific errors will be corrected.
Razorback agrees to defend, indemnify and hold harmless customer and its affiliates from and against all third-party claims and actions that may arise out of or relate to (a) a breach or alleged breach by razorback of any of its representations given in clause "Representations and warranties"; or (b) a claim that the services, duNOW system, mobile app provided by razorback hereunder infringes/ violates the intellectual property rights, viz. Copyright or trademark or patent rights of third parties.
Except for any claims in respect of which razorback is obligated to indemnify customer under clause "Indemnification of customer by razorback", customer agrees to defend, indemnify and hold harmless razorback and its affiliates from and against all claims, that may, at any time, arise out of or relate to: (a) customer’s or an authorized user’s use of duNOW or any content other than in accordance with this agreement and applicable laws; (b) customer’s or an authorized user’s posting, display, distribution, or other publication or use of their customer content that any such use infringes the rights of any third party, including intellectual property rights, privacy, publicity or other personal or proprietary rights, or that the content posted, displayed, distributed or otherwise published or used contains libelous, defamatory or otherwise injurious or unlawful material; and, in each case, associated losses.
If any third party makes a claim against razorback, the customer shall indemnify razorback by defending it through its legal counsel or settle the claim whichever way the customer deems fit and proper according to the circumstances of the claim at its own costs and risk. If the customer fails or neglect to indemnify razorback even after intimated by razorback, the customer shall be liable to pay all expenses incurred by razorback towards defending/ settlement of any third party claims.
Except as expressly provided under this clause, razorback shall not have any liability under or in connection with this agreement for any indirect, incidental, consequential, special, exemplary or punitive damages, nor any liability for lost profits, loss of business opportunity, or business interruption, regardless of the theory of liability (including theories of contractual liability, tort liability (including negligence), or strict liability). Razorback’s maximum cumulative liability under or in connection with this agreement shall never exceed the total duNOW system license fee amount paid under this agreement by customer to razorback during the 12-month period preceding the occurrence of the event giving rise to liability.
This agreement commences on the subscription term start date set forth in the first term sheet executed by both parties and continues until all term sheets entered into by the parties have expired or been terminated in accordance with this agreement.
Either customer or razorback may terminate this agreement, and all term sheets or only affected term sheets, for cause (a) upon 30 days’ written notice to the other party if the other party has committed a material breach of this agreement and the breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
If this agreement is terminated by customer or razorback pursuant to clause "Termination", any pre-paid fees for the unused portion of the terminated subscription term will be forfeited by the customer and will not be refunded.
Effective immediately upon expiration or termination of this agreement, (i) all rights granted under this agreement will become void, (ii) customer shall cease all use of duNOW system, and (iii) neither party will have continuing rights to use any confidential information of the other party or to exercise intellectual property rights of the other party that were licensed under this agreement (if any).
Any provision of the agreement that contemplates or governs performance or observance subsequent to its termination or expiration will survive the expiration or termination of this agreement (or the applicable term sheet) for any reason.
The services, and all intellectual property rights in and to them, are and shall remain owned by razorback (and its licensors, as applicable) and are protected by copyright, trademark, patent, trade secret and other laws and treaties
Customer grants razorback permissions for public identification of the customer as a user of razorback products subject to prior written confirmation from the customer. Customer also agrees to act as a reference from time to time for other prospects subject to prior written confirmation from the customer. Customer will retain all intellectual property rights that it may have regarding implementation.
Customer acknowledges that there are no licenses granted by razorback by implication under this agreement. Razorback reserves all rights that are not expressly granted. Customer acknowledges that razorback owns all intellectual property rights and proprietary interests that are embodied in, or practiced by, duNOW system or other services.
10.1 The parties to this agreement are two independent entities and their relationship is purely contractual. There shall not be any any principal- agent relation between the parties.
This agreement shall be construed as per the laws of India. Exclusive place of jurisdiction for any dispute arising out or in connection with this agreement shall be courts of Chennai, India.
Notwithstanding any other provision of this agreement, no party to the agreement shall be deemed in default or breach of this agreement or liable for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control of, and without fault or negligence by, such party or its officers, directors, employees, agents or contractors including the existence of a condition that is beyond a party’s reasonable control, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and internet disturbance.
Parties agree to resolve any dispute arising out of or in relation to this agreement amicably by mutual negotiation. In case parties fail to resolve any dispute within 30 days from the date of notification of the dispute by either party, such unresolved dispute shall be settled through arbitration by a sole arbitrator to be appointed by parties mutually or by courts under provisions of the arbitration and conciliation (amendment) act, 2015 to be held at Chennai. The language used for arbitration shall be english. The award of arbitrator shall be final and binding on all parties. Neither the parties nor the arbitral tribunal may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the remaining parties.
All notices required or permitted under this agreement will be in writing and sent by certified mail, electronic mail, return receipt requested, or by reputable courier, registered post or by hand delivery. The notice address for razorback and customer shall be their respective addresses specified in the applicable term sheet. Either party may change its notice address by giving written notice to the other party by the means specified in this section.
If any provision of this agreement is held to be contrary to law, then the parties agree to replace it with an enforceable provision reflecting the intent of the original provision as nearly as possible in accordance with applicable law, and the remaining provisions of this agreement will remain in full force and effect.
The failure of either party at any time to require performance by the other party of any provision of this agreement shall not affect in any way the full right to require the performance at any subsequent time. The waiver by either party of a breach of any provision of this agreement shall not be taken or held to be a waiver of the provision itself.
This agreement (including term sheets entered under it) constitutes the entire agreement between razorback and customer with respect to the subject matter hereof. This agreement supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such matter. In-lieu of physical signature of authorized signatories of razorback and customer; an electronic initiation of this agreement (including term the sheet) by razorback and an acknowledgement/concurrence of this agreement (including the term sheet) by the customer are considered equivalent of physical signature of authorised signatories.
C/4, Yamuna Flats
16th Street, Nanganallur
Chennai - 600061
Tamil Nadu, India
Tel: +91 9445359944
(Mon to Fri: 9AM to 5PM)