END-USER LICENSE AGREEMENT (EULA)

Please, review the agreement terms (“Agreement”) thoroughly before using the software services of Suchan Software Private Limited (referred to as “Suchan”, “we”, “our”, or “us”).

This is a legal agreement between Suchan Software Private Limited and a person competent to contract (“You”, “User” or “Users”) for the TFAT ERP iX9 Software Services. By accepting these agreement terms electronically or by any other means like, accessing and/or using the TFAT ERP iX9 Software Services, you (assumed a person competent to contract) agree to the agreement terms and it indicates that you have read, understood and assent to be bound by the terms of this Agreement. If the person accepting, accessing and/or using the TFAT ERP iX9 software services is an individual working for some other person/company as representative (“Agent”), this agent is agreeing to the terms and conditions of this Agreement on behalf of such person/company and represents and warrants to Suchan that he/she has full authority to enter into this Agreement on behalf of such person/company. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD IMMEDIATELY CANCEL THE IMPLEMENTATION PROCESS OR STOP USING THE SERVICES.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE.

Evaluation License

If you acquired the license for the Software on an evaluation or trial basis, you may use the Software without charge for the evaluation period of 15 days. Your evaluation period begins on the day your first use of the Software.

License:

Suchan grants you the following rights provided that you comply with all terms and conditions of this EULA:

1.    In consideration of the non-refundable payment of the License you're granted a personal non-transferable, License to use the SOFTWARE. Under the ownership of the SOFTWARE and enclosed related documentation and all other rights expressly not granted to you under this agreement, remain with Suchan Software Pvt. Ltd.

2.    You and your employees and agents are required to protect the confidentiality of the SOFTWARE. You may not distribute or make the SOFTWARE or documentation available to any third party.

3. You may not copy or reproduce the documentation in any form for any purpose.

4.    You acknowledge that Suchan has a valuable proprietary interest in the SOFTWARE and enclosed material.

5.    No part of this work may be reproduced, stored in a retrieval system, adapted or transmitted in any form or by any means electronic, mechanical, photographic, optic recording or otherwise without the prior written permission of Suchan Software Pvt. Ltd.

6.    Limitation on Reverse Engineering, De-Compilation and Disassembly: You may not reverse engineer, de-compile, or disassemble the Product. 

7.    You may not assign, sublease or transfer the SOFTWARE or the License to any other person or concern.

8.    Termination: Without prejudice to any other rights, Suchan may cancel this EULA if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the Product and all of its component parts. On termination no refund of payments will be done.

9. Reservation of Rights: Suchan reserves all rights not expressly granted to you in this EULA.

Description of Other Rights and Limitations:

1.    Consent to Use of Data: You agree that Suchan and its affiliates may collect and use technical information and live data gathered in any manner as part of the product support services provided to you, if any, related to the Product. Suchan may use this information solely to improve our products or to provide customized services or technologies to you. This data will be used solely for providing you the product support.

2.    Upgrades: To use a Product identified as an upgrade, you must first be licensed for the product identified by Suchan as eligible for the upgrade. After upgrading, you may no longer use the product that formed the basis for your upgrade eligibility.

3. TFAT ERP iX9 may include new and/or updated beta/trial features in the TFAT ERP iX9 Software Service from time to time and at on its sole discretion, for use and which permit users to provide feedback (fees may or may not apply). Users hereby accept and agree that the use of the Beta Features is voluntary and TFAT ERP iX9 is not under any obligation to provide them with any Beta Features in future. Users hereby understand that once they have used the Beta Features, they may not be able to revert back to the earlier non-beta version of application. Further, if such re-version is possible, you may be unable to return or re-store data created with the Beta Feature back to the previous non-beta version. The Beta Features will provide on an “as is” basis and may contain errors or in-accuracies that could cause loss, corruption of data and/or information from any related device. Users accept and agree that use of the Beta Features is at their sole risk.

4. Users accept and agree that in order to provide them with access to and use of the TFAT ERP iX9 Software Services, Suchan may provide their access information and account data to (i) their employee or agent who is identified in the registration data as the authorized user for their account (the “Authorized User”), and (ii) such other employee or agent who may be designated by them as a replacement authorized user for the their account by following the procedures required by Suchan to effectuate such replacement. Any other person they identified as an authorized user of the TFAT ERP iX9 Software Services will have access to the account data subject to the access permissions assigned to them by the Users.

TFAT ERP IX9 SOFTWARE SERVICE USE, STORAGE AND ACCESS 

Suchan shall have the right, in its sole discretion and with reasonable notice posted on the Suchan site and/or sent to you at the current registered email address provided in the Registration Data, to revise, update, or otherwise modify the TFAT ERP iX9 Software Service and establish or change limits concerning use of the TFAT ERP iX9 Software Service, temporarily or permanently, including but not limited to:

The amount of storage space users have on the TFAT ERP iX9 Software Service at any time and;

The number of times (and the maximum duration for which) user may access the TFAT ERP iX9 Software Service in a given period of time. Suchan reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide users with electronic or written notice within thirty (15) days after such change. Users may reject changes by discontinuing use of the TFAT ERP iX9 Software Service to which such changes relate. Users’ continued use of the TFAT ERP iX9 Software Service will constitute their acceptance of and agreement to such changes. Suchan may, from time to time, perform maintenance upon the TFAT ERP iX9 Software Services resulting in interrupted service, delays or errors in the TFAT ERP iX9 Software Services. Suchan will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

Installation & Hosting

Installation: The software is a web based software, it means can be accessed using internet browser over internet services. As agreed in proposal, it can be installed at in-premise server or hosted on cloud.

In-Premise setup: When installed in-premise, the customer is solely responsible for installation and maintenance of the database and software. The customer is responsible for all the security and safety of the server and software. The software needs to connect the Suchan License server to authenticate the license and service levels (The windows firewall should allow such access from the software). The customer is solely responsible for taking the regular data backups and keeping them safe.

In-Cloud Hosting by Suchan: Suchan is not bound to provide such hosting services on a specific service provider. It’s sole discretion of Suchan on to decide such cloud or server platforms. The hosting charges depend upon the parameters like, number of users, amount of data, hard disk space use, and as mutually agreed upon. Such hosting charges have to be paid in advance for the mutually agreed period. Suchan reserves all the rights to terminate hosting services if not renewed in time.

The hosting charges are for a reserved amount of period, which cannot be changed until next renewal date. On termination of the service contract the hosting charges are not refundable.

While the data is hosted on Suchan server, Suchan will take care of software updates and upgrades, database maintenance, database tuning and data backup. The data is backed up on daily basis. The system will store the data backup of last seven days. The customer is provided with a link to backup sets, which they need to pull on their local system. Under any unforeseen circumstances, if any data loss happen at server, Suchan is not responsible for any such loss incurred to you due to data corruption or software malfunction.

ADDITIONAL SOFTWARE SERVICES TERMS 

1. Suchan does not give any professional advice under this agreement. Unless specifically included with the other professional services agreement, Suchan does not provide any professional services or advice.

2. Suchan may offer other services to the users and additional fees, terms and conditions may apply.

3. Communications. Users/You accept and agree that Suchan may send them/you communication via email or by posting them on websites under any law, any other services and/or third party products/services.

4. Users/you will manage their/your passwords and accept application updates time to time. Users/You are responsible for managing their/your password(s) securely for the software services and to contact Suchan in any case. The software services may periodically be updated by any means to improve the software services and users/you agree to receive the updates time to time.

DISCLAIMER OF WARRANTIES 

1. Use of TFAT ERP iX9 Software Services and its contents is entirely at your own/users risk. Except as described in this agreement, the software services are provided “as is.” to the maximum extent permitted by applicable law. Suchan disclaims all express or implied warranties. Suchan does not warrant that the services are free from bugs, interruption, errors and secure.

2. Suchan disclaims any warranties or re-presentation that use of the TFAT ERP iX9 Software Services will ensure compliance with any law, regulations and/or legal obligations.

Limited Warranty:

1.    No dealer, distributor or any other entity or person is authorised to expand or alter this warranty or this agreement. Any such representation will not bind Suchan.

2.    You're responsible for the selection of the SOFTWARE to achieve the intended results and for the installation, use and the results from the SOFTWARE.

3.    The SOFTWARE features and option functionality is limited to the SOFTWARE version and module. Not all the options and functions of the full version, are available to the other versions and modules of the SOFTWARE.

4.    Suchan doesn't warrant to functions contained in this SOFTWARE to meet your requirements or that the operations of the SOFTWARE will not be uninterrupted or trouble free.

5.    Suchan makes no warranty or representation, either express or implied, with respect to this SOFTWARE or documentation, its quality, performance, merchantability, or fitness for a particular purpose.  As a result, this SOFTWARE and documentation are licensed "As Is" and you, the licensee, are assuming the entire risk as to their quality and performance.

6.    Suchan disclaims all liability for any direct, indirect, special incidental, or consequential damages or loss that may arise as a result from using the SOFTWARE, especially such harms, damages or loss of profit that may result from failure of the SOFTWARE.

7. Suchan is not liable for the Damages due to failure of any telecommunications means, internet, corruption, security, theft and/or loss of data, any virus, bugs, spyware, any loss, revenue or use of any hardware/software that does not meet Suchan systems requirement.

8.    Suchan shall have no liability for any programs or data stored or used with SOFTWARE, including the costs of recovering such programs or data.

9. Users/You accept and agree to indemnify and hold Suchan and its officers harmless from any and all claims, expenses and other liabilities, including legal fees and costs, arising out of users/your use of the software services or breach of this Agreement anyway (collectively referred to as “Claims”).

10.  Refund/Cancellation: Order once placed can’t be cancelled. It’s implied that you’ve evaluated the software to your content, before purchasing the software. Suchan doesn’t provide any refund, once the software is installed (in your premise or hosted by Suchan for you on external server). On cancellation of the order or termination of services, the customer is bound to pay the balance payment, as mentioned in our final offer letter.

11.  The material in this package is protected by copyright. Suchan retains all rights not expressly granted and your right to use SOFTWARE automatically terminates upon your failure to comply with any provision of this License Agreement.

12.  The warranty and remedies set forth above are exclusive and in lieu of all others, oral or written, expressed or implied except that it does not exclude any liability for death and personal injury arising from proven negligence.

13.  No Suchan's dealer, agent, or employee is authorized to make any modification or addition to this warranty.

CHANGES

Suchan reserves the right to amend or change the terms of this Agreement at any time, and all the amendment and changes will be effective as and when posted through the services, on Suchan website for the software services or when Suchan notifies by any other communication means. Suchan may also change or discontinue the software services, in its entirety or in parts. User’s continued use of the TFAT ERP iX9 Software Services indicates their consent and agreement to the amendments and changes.

TERMINATION/CANCELLATION OF THE AGREEMENT AND SERVICES

Suchan may terminate a free trial account at any time. Further, Suchan, in its sole discretion and without notice may immediately terminate this Agreement or suspend the software services if users fails to comply with any terms of this agreement or if users no longer accept or agree to receive any communication. Upon termination users must stop using the software services immediately.

Upon cancellation by users, users will be able to access the TFAT ERP iX9 Software Service only through the end of the subscription term. After the subscription term ends, users will not have any access to the TFAT ERP iX9 Software Service. There are no refunds upon cancellation and/or termination of the TFAT ERP iX9 Software Services.

GOVERNING LAW

This Agreement shall be governed by, subject to and interpreted in accordance with Indian Laws, and any dispute arising relating to this Agreement, or the breach thereof, whether occurring while this Agreement is in effect or thereafter, shall be submitted exclusively to binding arbitration pursuant to the (Indian) Arbitration and Conciliation Act, 1996 by an arbitrator selected in accordance with such Act and agreed to by the parties. The arbitration proceeding shall take place at Mumbai, India and shall be conducted in the English language, including notices between the parties. Notices between the parties shall be by certified or registered mail, return receipt requested.

LANGUAGE

This Agreement is written and published in English language and the parties hereby confirm that they have requested that this Agreement and all other related documents to be drafted in English.

GENERAL

This Agreement, including all the Terms, is the entire agreement between users and Suchan and replaces all other communications, understanding and agreements on this subject matter. Users cannot assign or transfer ownership of this Agreement to anyone without written consent of Suchan. However, Suchan may assign or transfer it without users consent to (a) any affiliate, (b) a company through a sale of assets or (c) a successor by merger or other means. Further, any assignment in violation of this Section shall be void.