Terms of Service

EFFECTIVE DATE
03.04.2017

SEVENTHSENSE LICENSE AGREEMENT

FOR

e10FOODS ERP APPLICATION

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS OF USE CAREFULLY. THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, AND SEVENTHSENSE TECHNOLOGIES LTD. INDIA (7STL), STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF e10 ERP APPLICATION. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY. BY CLICKING “I ACCEPT” OR BY USING e10 ERP APPLICATION YOU ARE AGREEING TO ALL OF THE TERMS AND CONDITIONS STATED HEREIN.

  1. 1. Agreement Definitions

    “7STL” refers to Seventhsense Technologies Ltd. India. “You” and “your” refers to the individual or entity that has ordered the e10 ERP Application by having clicked “I ACCEPT” during the order process or otherwise having used the e10 ERP Application.

    The terms “e10 ERP Application and the “Services,” mean the service offerings that 7STL makes available through this web-portal, including any software, technology platform and other materials that 7STL makes available as part of the services for your access and business use. Section 16 of this agreement sets forth the service descriptions and rules applicable to the services.

    The term “e10 ERP Application” refers to the software owned by 7STL to which 7STL grants you access as part of the services, including user guides, and any program updates provided as part of the services.

    The term “Customer/users” means those individuals authorized by you or on your behalf to use the services.

  2. 2. Rights Granted

    You have the non-exclusive, non-transferable, non-assignable, right to use the services, subject to the terms of this agreement, and solely for your internal business purposes to process your business transactions in e10 ERP Application and not for any other commercial purposes. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with this agreement.

    You acknowledge that 7STL has no delivery obligation for any modification. Third party technology that may be appropriate or necessary for use with some e10 ERP Application will be specified by 7STL if required. Your right to use such third party technology is governed by the terms of the third party technology license agreement and not under this agreement.

    You do not acquire any license to use the services in excess of the scope and/or duration of the services defined in this agreement beyond the Initial Period of 3 months. Upon the end of this Initial Period of 3 months your right to access or use the services shall be finalized on mutually agreeable terms for Fees, Duration and Termination.

  3. 3. Ownership and Restrictions

    You retain all ownership for your data captured in the e10 ERP Application. 7STL retains ownership and intellectual property rights to the services and e10 ERP Application, including derivative works thereof, and anything developed and delivered by 7STL under this agreement. You acknowledge that 7STL can as appropriate divulge or disclose that you used e10 ERP Application for processing your business transactions.

    You may not, and may not cause or permit others to:

    • Remove or modify any program or services markings or any notice of 7STL proprietary rights;
    • Make the services, including any materials to which you are provided access, available in any manner to any third party;
    • Modify, make derivative works of, disassemble, reverse compile, reverse engineer, reproduce, distribute, republish or download any part of the services or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to 7STL;
    • Disclose results of any benchmark tests or performance tests of the services without 7STL’S prior written consent;
    • Perform or disclose any of the following security testing of the Services Environment: vulnerability scanning, password cracking, remote access testing, or penetration testing; and
    • License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the services, 7STL e10 ERP Application programs or materials available, to any third party.
  4. 4. Disclaimers and Exclusion of Warranties

    The services are provided to you on an “as is” and “as available” basis, and 7STL hereby disclaims all express or implied representations, warranties, guarantees, and conditions with regard to (a) the services, including but not limited to software, and (b) merchantability, satisfactory quality, non-infringement, and fitness for a particular purpose.

    7STL does not guarantee that (a) the services will be performed error-free or uninterrupted, or that 7STL will correct all errors in the services; (b) the services, including any products, information or other material you obtain or purchase from 7STL under this agreement, will meet your requirements or expectations. You acknowledge that 7STL does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. 7STL is not responsible for any delays, delivery failures, or other damage resulting from such problems.

    You are solely responsible for any content, application or non-7STL software that you load into or create within the e10 environment, and agree, at your sole cost and expense, to defend 7STL against any claim and indemnify 7STL from any damages, liabilities, costs and expenses or the settlement agreed to by you, arising out of or in any way connected with any such content, application or non-7STL software. 7STL is not responsible for the security of any content that you load into or create within the e10 environment.

    7STL reserves the right to make changes or updates to the services at any time without notice.

  5. 5. User Accounts

    To use the services, you must have 7STL account. Access to and use of password protected or secure areas of the e10 site is restricted to authorized users only. You may not share your password(s), account information, or access to the e10 site. You are responsible for identifying and authenticating all users, for approving access by such users to the services, for controlling against unauthorized access by users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating your and your users’ Single Sign-On with 7STL, you accept responsibility for timely and proper termination of user records.

    7STL is not liable for any harm caused by users, including individuals who were not authorized to have access to the services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis. You are responsible for all activities that occur under your and your users’ passwords or accounts or as a result of your or your users’ access to the e10 site, and agree to notify 7STL immediately of any unauthorized use. You agree to make every reasonable effort to prevent unauthorized third parties from accessing e10.

  6. 6. Agreement Period for Business usage confirmation:

    This agreement is effective upon your acceptance of this agreement (the “effective date”) is valid for Initial Period of 3 months. This agreement can be extended on mutually agreeable terms for Fees, Duration and Termination. You may discontinue your use of the services at any time by giving 2 months’ notice during the initial period. At the end of the Usage Period, all rights to access or use the services shall end. 7STL will terminate your password, account, and access to or use of the services The backed-up data stored in the hosted environment will be provided to you at the end of the agreement. You acknowledge and agree that 7STL has no obligation to retain your content and that your content will be irretrievably deleted, following the termination of the services.

  7. 7. Fees and Taxes

    The services under this agreement are provided to you free of charge for the Initial Period of 3 months. However if there is any charge applicable and levied by authorities even for free use the same shall be borne by you. The Fees for the usage of the Solution after the expiry of 3 months Initial Period shall be mutually agreed.

  8. 8. Support Services

    7STL shall provide the regular “Customer” support services of both Functional and Technical Support requirements. Patches for the issues reported will be updated in the application in a pre-defined schedule and communicated to you. Functional support will be provided through Chat facility in the portal or you can place a call to talk to Functional Consultants.

  9. 9. Nondisclosure

    By virtue of this agreement, you may have access to information that is confidential to 7STL, including but not limited to the services and any information related to the services. You agree, both during the term of this agreement and for a period of three years after termination of this agreement and of all licenses granted hereunder, to hold 7STL’s Confidential Information in confidence. You agree not to make 7STL’s Confidential Information available in any form to any unauthorized third parties. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this agreement.

  10. 10. Entire Agreement

    You agree that this agreement is the complete agreement for the services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this agreement. This agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted by authorized representatives of you and of 7STL. Notwithstanding the foregoing, 7STL may make changes to the services and this agreement, and you agree that your continued use of the services constitutes your acceptance of, and agreement to, such changes.

  11. 11. Limitation of Liability

    In no Event shall 7STL be liable to you or any Third Party for any Direct, Incidental, Special, Punitive, Or Consequential Damages of any Loss of Revenue or Profits, Data or Data Use, arising out of or related to this Agreement, whether in Contract or Tort or Otherwise even if 7STL has been advised of the possibility of such damages.

  12. 12. Other
    • 7STL is an independent contractor and we each agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. 7STL reserves the right to provide the services from locations, and/or through use of affiliates and subcontractors, worldwide.
    • You are responsible for obtaining at your sole expense any rights and consents from third parties necessary for your content and other vendors’ products provided by you and used with the e10 environment, including all rights and consents to such content and products necessary for 7STL to provide the services.
    • This agreement is governed by the substantive and procedural laws of the India and you and 7STL agree to submit to the exclusive jurisdiction of, and venue in, the courts in India in any dispute arising out of or relating to this agreement.
    • If you have a dispute with 7STL, you will promptly send written notice to 7STL. 7STL may give notice to you by electronic mail to your e-mail address on record or by written communication sent by first class mail or pre -paid post to your address on record.
    • You may not assign this agreement or give or transfer the services or an interest in them to another individual or entity.
    • Except for actions for breach of 7STL’s proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party after the expiry of this agreement.
    • 7STL may use tools to audit and otherwise request information from you regarding your use of the services. You agree to cooperate with 7STL’s audit and provide reasonable assistance and access to information.
  13. 13. Force Majeure

    Neither of us shall be responsible for events outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event.

  14. 14. Feedback

    “Feedback” shall mean any input regarding services, including changes or suggested changes to 7STL’s current or future products and/or services. Notwithstanding anything that you may note or state in connection with providing Feedback, all Feedback provided by you shall not be considered confidential information and shall be received and treated by 7STL on a non-confidential and unrestricted basis. You agree that 7STL retain all ownership and intellectual property rights (including all derivatives or improvements thereof) in and to any Feedback provided by you or any other party, and acknowledge that 7STL may use the Feedback for any purpose, including but not limited to incorporation or implementation of such Feedback into a 7STL product or service, and to display, market, sublicense and distribute such Feedback as incorporated or embedded in any product or service distributed or offered by 7STL.

  15. 15. Service Definitions and Rules

    e10 ERP Application Usage is governed by the associated service metrics, definitions, and rules set forth below:

    • 1. Your use of the Service is restricted to an Initial Period of 3 months from the effective date of this agreement subject to renewal option on mutually agreed terms and conditions.
    • 2. The features and functions of e10 ERP that you will have access will be pre-configured by 7STL and provided
    • 3. Usage of e10 ERP will be in SAAS (Software as a Service) model
    • 4. The data captured in the system will be in SAAS model and will be stored in the hosted environment provided by 7STL
    • 5. Certain Masters Table information is pre-configured as per Standards and will be pre-loaded before you start accessing the System. List of pre-configured masters shall be provided to you by 7STL
    • 6. You will ensure that the transactions for the day are captured in the system online as the transactions occur and required closings are done within in the stipulated time and schedule as recommended
    • 7. You will ensure that the required infrastructure is in place for the usage of the services

    This agreement is created for e10FOODS ERP based on the online acceptance and agreement dated 01.04.2017