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The Nutrition Alchemy (“Licensor”)

End User License Agreement(“EULA”)

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE DOWNLOADING/INSTALLING AND/OR USING THIS APPLICATION SOFTWARE BY CLICKING THE APPROPRIATE DIALOG BOX AVAILABLE AT https://foodlabelsolutions.comCLICKING THE APPROPRIATE DIALOG BOX OR DOWNLOADING OR INSTALLING OR USING ANY PART OF THE SOFTWARE SIGNIFIES YOUR ACCEPTANCE AS “CUSTOMER” OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY CEASE THE USE OF THIS SOFTWARE.

1. DEFINITIONS

1.1 "Application Software" shall mean those portions of the Licensed Software, in the format only, created by Licensor.

1.2 “Application Templates” shall mean the part numbered software components created by Licensor for a specific application, which can include forms, displays, workflows, reports, user activities, device configuration, and system configuration.

1.3 “Device” shall mean the computer, tablet, phone, smart watch and/or any other such smart device upon which End-User shall run/use the Software.

1.4 “Third Party Software” shall mean software, including but not limited to operating systems, owned or licensed by a third party that is supplied to End-User by Licensor and which is not branded as Licensed software, and not integrated into the Application Software.

1.5 "Licensed Software" shall mean the Application Software plus any other software (including Third Party Software), in object code form only, and any Application Templates supplied by Licensor pursuant to this Agreement. If no operating system software is included in the software provided under this Agreement, End-User must make provision for any required operating system software licenses.

1.6 “Licensor” shall mean The Nutrition Alchemy having principal place of business at A, Floor-1, Plot-CS 1/412, A, Saifee Park, Opp. Post Office, Dr Mascarenhas Road, Mazgaon, Mumbai City, Maharashtra, 400010

1.7 “End-User” shall mean the end-user, i.e. the single entity or individual downloading, installing and using the Licensed Software

2. LICENSE

2.1

  1. End-User is granted only a non-transferable, non-exclusive license (without any rights to create derivative works) to install and use one copy of the Licensed Software only on the Device or use the Licensed Software from a single server CPU with the licensed number of nodes as agreed mutually between the parties to this EULA or as otherwise agreed in writing between the Parties.

  2. The trial version of the Licensed Software may be downloaded, installed and/or used by End-User for the sole purpose of trying and evaluating Software.

  3. The trial version of the Licensed Software may be downloaded, installed and/or used by End-User on any number of systems.

  4. The limited right to use granted to End-User to use this product is not a sale of the Licensed Software or of any copy thereof.

  5. No other copies shall be made unless authorized in writing by Licensor. Licensor has the right to terminate this Agreement and to take legal action if the terms of this Agreement are violated. Licensor also has the right to trace serial numbers at any time and in any reasonable manner.

  6. End-User shall not reverse engineer, decompile or reverse compile or disassemble, re-engineer or otherwise modify the software.

  7. The Licensed Software, comprising proprietary trade secret information of Licensor and/or its licensors, shall be held in confidence by End-User and protected from copying or disclosure to third parties.

  8. No title to the intellectual property is transferred.

  9. The Licensor shall provide software maintenance for issues arising in the Licensed Software and software related issues only. The Licensor shall not provide any other maintenance or service unless otherwise agreed in writing.

     

2.2

  1. All rights and benefits afforded to Licensor under this Agreement shall apply equally to the owner of the Third Party Software and its licensors (collectively, the “Third Parties”) with respect to the Third Party Software.

  2. The Third Parties are intended third party beneficiaries of this Agreement.

  3. The provisions of this Agreement relating to the Licensed Software, as the same incorporate Third Party Software, are made expressly for the benefit of, and are enforceable by, the Third Parties.

  4. The Third Parties retain title to the Third Party Software.

  5. Unless the Third Parties extend a pass-through warranty covering the Third Party Software to End-User, all Third Party Software is provided “AS IS” without warranty of any kind, and the Third Parties disclaim all warranties, either express or implied, including but not limited to the implied warranties of merchantability, title, non-infringement or fitness for a particular purpose with regard to the Third Party Software. The Third Parties shall not have any liability for special, indirect, punitive, incidental or consequential damages.

2.2 The Licensor logos, product names, software, manuals, documentation, and other support materials are either copyrighted, trademarked, or owned by Licensor as trade secrets and/or proprietary information. End-User agrees not to remove any product identification or notices of such proprietary restrictions from the Licensed Software. Licensor retains exclusive ownership of the Licensed Software and all printed materials. All techniques, algorithms, and processes contained in the program or any modification or extract thereof, constitute trade secrets and/or proprietary information of Licensor and will be protected by End-User. You shall not modify, adapt, translate, reverse, engineer, disassemble, or create derivative works based on the Software or any documentary materials

2.4 IF CUSTOMER TRANSFERS POSSESSION OF ANY COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY WITHOUT WRITTEN CONSENT OF Licensor, THIS LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to sublicense, assign or transfer any of the right, duties or obligations hereunder is void.

2.5. The End-User acknowledges receipt of Licensor's Privacy Policy at __________________ and that the End-User has read it, understood it and End-User agrees to it. End-User also agrees that Licensor and its subsidiaries may collect and use technical and related information, as long as it is in a form that does not personally identify End-User, to improve Licensors products or to provide services or technologies to End-User.

3. 3. REVISIONS

3.1 Upgrades, Updates and Fixes: Licensor may provide End-User, from time to time, with Upgrades (a material amendment in the Software, which contains new features and or major performance improvements and shall be marked as a new version number), Updates (a minor amendment in the Licensed Software, which may contain new features or minor improvements and shall be marked as a new sub-version number) or Fixes (a minor amendment in The Licensed Software, intended to remove bugs or alter minor features which impair the Licensed Software's functionality. A fix shall be marked as a new sub-sub-version number), and according to the Licensor’s sole discretion.

3.2. End-User hereby warrants to keep the Licensed Software up-to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor shall provide any update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.

3.3 Support: Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide End-User with support or fixes to any bug, failure, mis-performance or other defect in the Software.

3.4 Bug Notification: End-User may provide Licensor of details regarding any bug, defect or failure in the Licensed Software promptly and with no delay from such event; End-User shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.

3.5 Feature Request: End-User may suggest/request additional features (may be subject to additional cost unless agreed otherwise in writing between the Parties) in Licensed Software, provided, however, that (i) End-User shall waive any claim or right in such feature should feature be developed by Licensor; (ii) End-User shall be prohibited from developing the feature, or disclose such feature suggestion/request, or feature, to any 3rd party directly competing with Licensor or any third party which may be, following the development of such feature, in direct competition with Licensor; (iii) End-User warrants that feature does not infringe any third party patent, trademark, trade-secret or any other intellectual property right; and (iv) End-User developed, envisioned or created the feature solely by itself.

4. WARRANTY

4.1 No-Warranty: END-USER ASSUMES THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE LICENSED SOFTWARE. THE LICENSED SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED OF ANY KIND AND LICENSOR SPECIFICALLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGMENT OF ANY THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND LICENSEE MAY NOT RELY UPON SUCH INFORMATION OR ADVICE.

4.2 Prior Inspection: End-User hereby states that he/she/they inspected the Licensed Software thoroughly and found it satisfactory and adequate to his/her/their needs, that it does not interfere with his/her/their regular operation and that it does meet the standards and scope of his computer systems and architecture. End-User found that the Licensed Software interacts with his/her/their development, website and server environment and that it does not infringe any of End User License Agreement of any software End-User may use in performing his/her/their services. End-User hereby waives any claims regarding the Software's incompatibility, performance, results and features, and warrants that he inspected the Licensed Software.

4.3 Any modification to the Licensed Software by the End-User without the express written consent of Licensor shall void the warranty and the EULA shall be ceased with immediate effect. This does not affect the rights of the Licensor to claim damages or take action for such unauthorized act on part of the End-User.

4.4 WITH RESPECT TO THE LICENSED SOFTWARE WHICH IS THE SUBJECT OF THIS AGREEMENT, THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. NO WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OF USAGE OR TRADE SHALL APPLY.

4.5 No refunds: End-User warrants that he/she/they inspected the Licensed Software according to clause 4.2 and that it is adequate to his/her/their needs. Accordingly, as the Licensed Software is intangible goods, End-User shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if the Software contains material flaws. Licensor can however choose to refund End-User after a written inquiry by End-User on a voluntary basis.

5. LIMITATION OF LIABILITY

5.1 IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE SHALL Licensor OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR ANY PART THEREOF OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWN TIME COSTS, OR CLAIMS OF CUSTOMER'S CUSTOMERS AND TRANSFEREES FOR SUCH DAMAGES EVEN IF Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2 EXCEPT AS PROVIDED IN SECTION 6, INDEMNITY, IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL LICENSOR’S LIABILITY TO CUSTOMER FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RESULTING FROM THIS AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE LICENSED SOFTWARE OR ANY PART THEREOF, OR FROM ANY SERVICE FURNISHED HEREUNDER, EXCEED THE FEES PAID BY CUSTOMER FOR THE LICENSED SOFTWARE. ALL SUCH LIABILITY SHALL TERMINATE UPON THE TERMINATION OF THE WARRANTY PERIOD AS SET FORTH IN SECTION 4.

5.3 If Licensor furnishes End-User with advice or other assistance which concerns Licensed Software or any portion thereof supplied hereunder or any system or equipment on which any such software may be installed and which is not required pursuant to this Agreement, the furnishing of such advice or assistance will not subject Licensor to any liability, whether in contract, indemnity, warranty, tort, (including negligence), strict liability, or otherwise.

5.4 The products to be licensed or sold hereunder are not intended for use in any nuclear or weapons production facility or activity, or other activity where failure of the products could lead directly to death, personal injury or severe physical or environmental damage. If so used, Licensor disclaims all liability for any damages arising as a result of the hazardous nature of the business in question, including but not limited to nuclear, chemical or environmental damage, injury or contamination, and End-User shall indemnify, hold harmless and defend Licensor, its officers, directors, employees and agents against all such liability, whether based on contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, regardless of whether Licensor had knowledge of the possibility of such damages.

6. INDEMNITY

6.1 Licensor warrants that the Application Software shall be provided free of any rightful claim for infringement of any Indian patent, copyright, trademark or trade secret.

If notified promptly in writing and given authority, information and assistance, Licensor shall defend, or may settle, at its expense, any suit or proceeding against End-User so far as based on a claimed infringement which would result in a breach of this warranty and Licensor shall pay all damages and costs awarded therein against End-User due to such breach. In case the Licensed Software is in such suit held to constitute such an infringement and its use is enjoined, Licensor shall, at its expense and option, either procure for End-User the right to continued use, or replace same with a non-infringing product or part, or modify the Licensed Software so that it becomes non-infringing, or remove the software and refund the license charge pertaining thereto (less reasonable depreciation for any period of use) separately paid by End-User. The foregoing states the entire liability of Licensor for patent, copyright, trademark and trade secret infringement by the Software or any part thereof.

6.2 The indemnity under the preceding paragraph shall not apply to any use of Application Software in conjunction with any other product in a combination not furnished by Licensor as a part of this transaction. As to any such use in such combination, or any improper or unauthorized use, installation, or operation of the Application Software, Licensor assumes no liability whatsoever for patent, copyright, trademark or trade secret infringement and End-User will hold Licensor harmless against any infringement claims arising therefrom (including, but not limited to reasonable attorney’s fees).

7. TERM AND TERMINATION

7.1 End-User may terminate the license granted hereunder at any time by cancelling his/her subscription to use the Licensed Software together with all copies thereof and notifying Licensor in writing that all use of the Licensed Software has ceased.

7.2 If any terms and conditions of this Agreement are breached by End-User, in addition to all other legal rights and remedies, Licensor may terminate this Agreement.

Licensor may terminate this Agreement, including End-User’s license in the case where End-User

7.2.1.becomes insolvent or otherwise entered into any liquidation process; or

7.2.2.exported the Licensed Software to any jurisdiction where licensor may not enforce his rights under this Agreements; or

7.2.3.is in breach of any of this EULA terms and conditions and such breach was not cured, immediately upon notification; or

7.2.4.is in breach of any of the terms of clause 2 to this EULA; or

7.2.5.is/was otherwise into any arrangement which caused Licensor to be unable to enforce his rights under this End-User.

7.3 Upon termination, End-User shall return to Licensor the Licensed Software and all copies whether modified, merged, or included with other software, and all documentation relating to the Licensed Software. The provisions of this Agreement which protect the proprietary rights of Licensor shall continue in force after termination. End-User shall certify in writing to Licensor that all use of the Licensed Software or the affected portion thereof has ceased, and that the Licensed Software or portion thereof has been returned or destroyed, in accordance with Licensor's instructions.

7.3 Sections 5 and 7 of this Agreement shall survive any expiration or termination and remain in effect. Termination of this Agreement or any license hereunder shall not relieve End-User of its obligation to pay any and all outstanding charges hereunder nor entitle End-User to any refund of such charges previously paid.

8. PAYMENT TERMS AND TAXES

8.1 All payment arising pursuant to this Agreement are governed by the Terms of Use available at https://www.foodlabelsolutions.com/terms-and-conditions

9. FORCE MAJEURE

Licensor shall not be responsible for failures to fulfil its obligations under this Agreement due to causes beyond its control.

10. GOVERNING LAW

This Agreement shall be governed by the laws of the India and shall be subject to the exclusive jurisdiction of the courts of Mumbai.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement with respect to the subject matter hereof and supersedes all proposals, oral or written, all previous negotiations and all other communications between the parties with respect to the subject matter hereof. These terms and conditions shall prevail, notwithstanding any different, conflicting, or additional terms and conditions that may appear on any purchase order or other instrument submitted by End-User. Deviation from these terms and conditions are not valid unless confirmed in writing by an authorized representative of Licensor. The invalidity of any portion of this Agreement shall not affect the remainder of this Agreement.

CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND LICENSOR AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT SAVE AND EXCEPT THE TERMS OF USE, PRIVACY POLICY AND DISCLAIMERS. FURTHER, NO CHANGES OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF LICENSOR.