License agreement

Fr8war Technologies Private Limited , a private limited company incorporated under the Companies Act, 2013, having its registered office at 119, Defence Apartments Inder Enclave, Paschim Vihar NEW DELHI West Delhi DL 110087 IN and having its place of business at 119, Defence Apartments Inder Enclave, Paschim Vihar NEW DELHI West Delhi DL 110087 (“Product” or “Licensor”) is engaged in the business of providing a software as service for procurement of vehicle by conducting a reverse auction system. The software is used by licensees inter alia for managing Logistics booking, Real time updates, Managing daily delivery of loads, other related services pertaining to transportation through a single interface. The Services are made available to users through the website www.Fr8war.com and the Fr8war mobile applications (collectively, the “Website”).

• The following terms and conditions constitute a license agreement (“Terms and Conditions” or “License Agreement”) between you (“You” or “Your” or “Licensee”) and Licensor. By clicking the ‘Accept’ or similar option and registering and subscribing to the Product, the Licensee agrees to this License Agreement along with the Terms of Use and Privacy Policy available on the Website (“Additional Documents”). The License Agreement shall be read along with the Additional Documents and in case of any inconsistency, the terms and conditions of the License Agreement shall prevail.

• Please read the following Terms and Conditions carefully before subscribing to the Product being offered by the Licensor. These Terms and Conditions deal with the conditions relating to the Product offered by the Licensor and the License (as defined below) of the Product to the Licensee and the Licensee’s agreement to be bound by these Terms and Conditions.

• From time to time, the Licensor may amend these Terms and Conditions at any time with a notice to you of the same. Unless otherwise specified by Licensor, Your continued use of the Product without cancelling the Subscription (as defined below) for a period of 30 (thirty) days will constitute your acceptance of the amendment. Licensor will use reasonable efforts to notify the Licensee of the changes through communication via the registered email or other contact details provided by the Licensee.

Grant of Licence

Subject to the Licensee subscribing to the Product in accordance with these Terms and Conditions, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable right permitting the Licensee to use the Product (“License”) during the period for which the Subscription has been sought (“License Term”).

Scope of Work

• Commencing on Effective Date (as defined below), the Licensor will provide the Product to the Licensee which can be used, including but not limited to, for the following purposes –
• Bidding Platform
  • The Licensor has developed a Bidding platform which it makes available to Licensee. The platform is used for procurement of vehicle, Real Time Reports, Analytics, and other related services pertaining to transport management through a single interface (hereinafter referred to as the “Transport Management Platform”).
  • The Licensee will be provided with a log-in ID and a password for accessing the booking information pertaining to the Loads uploaded on the Transport Management Platform at all times.
  • In that Transport Management Platform the licensor will register attached carriers/vendors of licensee and whereby when the load is posted by
    licensee on a platform, the carrier will get notified and carriers would be solely responsible for providing his service.
  • The Product enables the Licensee to maintain a daily list of details of Logistics bookings, Reports on daily workloads and analysis and statistics of logistics sector of their company.

License Term and License Fees

• The Licensee may subscribe to a Monthly Subscription Plan (as defined below) or Quarterly Subscription Plan (as defined below) or an Annual Subscription Plan (as defined below) or a term mutually agreed upon between the Licensor and Licensee (“Subscription”).
• This License Agreement and the license granted hereunder shall become effective from the date on which the License is initiated in accordance with the terms hereunder (“Effective Date”) and shall continue in terms of these Terms and Conditions unless terminated in accordance with the same.
• In the event the Product is being utilized for services other than Managing logistic operation or including but not limited to booking engine, in addition to the Transaction Fees charged by the Licensor (as defined in clause 4.2.2), Subscription Fees will be levied in the following manner:-
  • If the Licensee opts for a Monthly Subscription Plan (as defined below), then the License will initiate on the date on which a confirmation e-mail is received by the Licensee upon acceptance of these Terms and Conditions and will be subject to timely monthly payment being made by the Licensee. In respect of the first month, pro-rata Subscription Fees shall be paid by the Licensee based on the number of days in such month during which the License would be available for use of the Licensee. After the first month, the Licensee shall be required to make payment of the monthly Subscription Fees by the first day of every month (in respect of such month) and the License will be renewed only if such payment is made within the stipulated date (“Monthly Subscription Plan”). This is subject to the conditions for delayed payment stipulated in these Terms and Conditions.
  • In a Quarterly Subscription Plan (as defined below), each License Term shall begin on the date opted by the Licensee for initiation of License and expire three (03) months from the Effective Date (“Quarterly Subscription Plan”). Approximately thirty (30) days prior to the expiration of the License Term, Licensor shall notify Licensee of its opportunity to renew the Subscription Term.
  • In an Annual Subscription Plan (as defined below), each License Term shall begin on the date opted by the Licensee for initiation of License and expire twelve (12) months from the Effective Date (“Annual Subscription Plan”). Approximately thirty (30) days prior to the expiration of the License Term, Licensor shall notify Licensee of its opportunity to renew the Subscription Term.
  • Any renewal for an Annual Subscription Plan shall require mutual agreement and all applicable fees for such renewals will be at Licensor’s then-current rates. If the Licensor does not renew the License, the Licensee’s access to the Product will terminate at the end of the then-current License Term.
  • If the Licensee selects a Monthly Subscription Plan, the Licensee acknowledges, and agrees, that the License will be provided on a monthly billing cycle. A recurring billing charge will be automatically issued to the Licensee every billing period.
  • If the Licensee selects a Quarterly Subscription Plan, the Licensee acknowledges, and agrees, that the License will be provided on a quarterly billing cycle. A recurring billing charge will be automatically issued to the Licensee every billing period.
  • If the Licensee selects the Annual Subscription Plan, the Licensee acknowledges, and agrees, that the Product will be provided on a yearly billing cycle. A demand for payment will be automatically issued to the Licensee thirty (30) days prior to the expiry of such Annual Subscription Plan.
  • While subscribing to the Monthly Subscription Plan, the Licensee shall pay a month’s License Fees as advance payment. While subscribing to the quarterly Subscription Plan, the Licensee shall pay an amount as agreed upon by the Licensor and the Licensee as advance payment. While subscribing to the Annual Subscription Plan, the Licensee shall pay an amount as agreed upon by the Licensor and the Licensee as advance payment.
  • The Licensor shall be entitled to increase the subscription fees at the start of each renewal term. However, the Licensor shall notify the Licensee of such revision in Subscription Fees, by giving a 15 (Fifteen) day notice to the Licensee.
• For the purpose of these Terms and Conditions, Transaction Fees or Subscription Fees shall be independently or collectively be referred to as “License Fees” unless otherwise specified.
• All charges including License Fees for Monthly Subscription Fees, Quarterly Subscription and Annual Subscription Fees shall increase by a percentage, as decided by the Licensor in accordance with its standard pricing, after 12 months form the date of commencement of Services
• The mode of payment of License Fees including the advance License Fees shall be made through the payment option mutually agreed upon by the Parties.
• The Licensee agrees to pay the License Fees at the time the License Fees are due and payable.
• All fees are non-refundable. The License Fees or any portions thereof paid in advance, are also non-refundable if the Licensee chooses to cancel the License prior to the end of the License Term.
• If the License Fees is paid after the date on which the License Fees is due (“Due Date”) but within seven (7) days after Due Date, then the Licensee shall make payment of License Fees along with 10% of the License Fees as late fee charge.
• If the Licensor has not received payment within seven (7) days after the Due Date, then the Licensee shall be liable to pay to the Licensor, the due amount along with interest @ 18% p.a. from such date till the date of payment. Further, without prejudice to any other rights and remedies of the Licensor:
• All amounts and fees stated or referred to in these Terms and Conditions:
• shall be payable in INR;
• are non-cancellable and non-refundable;
• are exclusive of GST, which shall be added to the Licensor’s invoice(s) at the appropriate rate.

Licensee Data

• The Licensee agrees and warrants that for the purposes of the Product, the Licensee shall provide data and access to data and information in order to facilitate the use of the Product. Such data provided by the Licensee shall be data belonging to the Licensee and the Licensee shall own all rights, title and interest in and to all of the data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of its data (“Licensee Data”).
• The Licensee agrees and permits the Licensor to have access to Licensee Data for the purpose of functioning of the Product and permits the Licensor to archive the Licensee Data along with any contact details of the Licensee and use it for the purpose of analytics and MIS purposes. The Licensor shall have the right to share information pertaining to the Licensee with third parties for providing additional and essential services and the Licensee hereby grants permission to Licensor to share information with a third party as a part of integrating additional services to be provided by the Licensor. The Parties agree that the any use beyond the mentioned use shall be done only subsequent to written intimation by the Licensee.
• If the Licensee provides any information or data which is untrue, inaccurate, not current or incomplete (or become untrue, inaccurate, not current or incomplete) or provides information/data over which the Licensee has no rights, the Licensor may suspend or terminate the License and refuse all current or future use of the Product.
• In the event of any loss or damage to Licensee Data, the Licensee’s sole and exclusive remedy shall be for the Licensor to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor in accordance with its archiving procedure. The Licensor shall not be responsible for any loss or destruction of Licensee Data.

Representations and Warranties

• Each Party represents and warrants to the other that
  • It is a duly incorporated and validly existing entity under applicable laws and has the power to own its assets and carry on its business as is now being conducted
  • It has the full power and authority to enter into and perform its obligations under these Terms and Conditions.
  • The execution, delivery and performance of these Terms and Conditions by it has been duly and validly authorized by all necessary actions on its part and these Terms and Conditions constitute a legal, valid and binding obligation and are enforceable against it in accordance with its terms.
  • It is in compliance with all applicable laws and has obtained all applicable permits and licenses required in connection with its obligations under these Terms and Conditions.
• The Licensee warrants that it understands that for the proper and efficient functioning of the Product, it is imperative that the Licensee Data provided by the Licensee is correct and accurate and it will be liable for any issue arising due to incomplete or incorrect Licensee Data being used.
• In the event of any legal issues/disputes between the Licensee and its customer(s), the Licensee accepts and acknowledges that it shall be solely liable for any such customer(s) or third party claims.
• The Licensee warrants that the Licensee has complied with all laws, rules and regulations and obtained all permits to carry on its business, and any loss caused to the Licensor due to a default on the part of the Licensee regarding the same, shall be the liability of the Licensee and Licensee agrees and undertakes to make good such loss to the Licensor.
• Licensor disclaims all other warranties express or implied, including without limitation, any implied warranties of merchantability, merchantable quality or fitness for a particular purpose except to the extent that any warranties implied by law cannot be validly waived.

Rights, Obligations and Covenants of Licensee

• The Licensee shall:
  • Provide the Licensor with all necessary co-operation in relation to these Terms and Conditions;
  • Comply with all applicable laws and regulations with respect to its activities under these Terms and Conditions;
  • Carry out all responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delay in the Licensee’s provision of such assistance as agreed by the Parties, the Licensor may adjust any agreed timetable schedule as reasonably necessary at its sole discretion;
  • Obtain and maintain all necessary licenses, consents, and permissions necessary for the Licensee, its contractors and agents to perform their obligations under these Terms and Conditions;
  • Ensure that its network and systems comply with the relevant specifications provided by the Licensor from time to time;
  • Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Licensor’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee’s network connections or telecommunications links or caused by the internet;
  • Be solely responsible for maintaining the confidentiality of its passwords. If the Licensee becomes aware of any unauthorized access to the Product, it shall notify the Licensor;
  • Shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all Licensee Data
• The Licensee shall not:
  • Except as may be allowed by any applicable law and except to the extent expressly permitted under these Terms and Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software and/or documentation (as applicable) pertaining to the Product in any form or media or by any means; or
  • Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software pertaining to the Product; or
  • License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Product or services through the Product available to any third party in violation to these Terms and Conditions; or
  • Attempt to obtain for third parties, or assist third parties in obtaining, access to the Product; or
  • Use the Product in a manner or for a purpose not authorized/permitted by the Licensor or except in compliance with these Terms and Conditions.
• The rights provided under these Terms and Conditions are granted to the Licensee only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Licensee.
• The Licensee agrees and understands that the Licensor may mention/introduce additional services (for the benefit of the Licensee) being provided by third parties and the Licensor shall in no manner be held responsible and liable for these services or for any issue that may arise between such third parties and the Licensee. The Parties understand that the Licensor does not in any manner endorse the services of any third parties.

Rights, Obligations and Covenants of Licensor

• The Licensor shall ensure that the Product is licensed and performance is substantially in accordance with these Terms and Conditions. The Licensor shall not be liable for non-conformance which is caused by use of the Product contrary to the Licensor’s instructions, or modification or alteration of the Product by any party other than the Licensor or the Licensor’s duly authorised contractors or agents. If the Product and performance do not conform with these Terms and Conditions, Licensor will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Licensee with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Licensee’s sole and exclusive remedy for any breach of the Licensor’s covenants set out in these Terms and Conditions. Notwithstanding the foregoing, the Licensor:

   

  • Does not warrant that the Licensee’s use of the Product will be uninterrupted or error-free; or that the product, or the on-line technical information or materials developed by Licensor relating to the use of Product and/or the information obtained by the Licensee through the Product will meet the Licensee’s requirements; and
  • Is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the Product may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  • Shall not be responsible for offering transportation services on our own but we are only providing a platform where carriers are listed and Licensee can list their services to get desired carriers for their needs. We are not responsible for any actions or services to be provided by the carriers. Once the order is issued through platform to carriers, respective carriers is solely responsible for fulfilling such services. At no time can a claim for non-performance of such service can be brought against the licensor. The Licensor responsibilities include only providing a platform for registration and booking of services provided by any of carriers registered in the platform.
• The Licensor shall use commercially reasonable endeavours to make the Product available 24 hours a day, seven days a week, except for:

   

  • Planned maintenance carried out during the maintenance window of 07.00 pm to 2.00 am IST; and
  • Unscheduled maintenance, provided that the Licensor has used reasonable endeavours to give the Licensee at least 6 (six) hours’ notice in advance regarding such unscheduled maintenance.
• Nothing herein prevents the Licensor from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under to the Licensor
• The Licensor warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions.

Indemnity

• The licensee agrees and undertakes fully and effectively to indemnify and keep indemnified the licensor for and against all damages, losses, liabilities, claims, demands, expenses (including reasonable legal and professional expenses), costs (including costs of settlement) and fees arising from your illegal use of the website and contrary to the terms as stated herein whether the action be based on warranty, contract, negligence or otherwise.
• Licensee agree that you shall not make any claims, demands, losses, costs, damages, suits arising out of the use of the services on this website of Licensor including any injury or death caused to you or any other person or property or by infringement or allegedly infringement of the proprietary rights of a third party including copyright infringement or for any defective or otherwise and will defend, indemnify, save and hold licensor harmless from any and all demands, liabilities, losses, costs, damages, suits and claims, including reasonable attorney’s fees asserted against licensor, its directors, officers, employees, agents, and customers by a third party, that arises or may arise or result from any goods and services sold or distributed or made available to you or your representatives, agents, employees or assigns from licensor.
• Licensee further agree to indemnify us and our carriers and licensors against any claims in respect of any such matter. Without limiting the generality of the foregoing, you specifically acknowledge, agree and accept that we are not liable to you for: a. The defamatory, undesirable or illegal conduct of any other user of the Services; b. Any loss incurred in transmitting information from or to us or from or to our Websites by the internet or by other connecting media; c. Any technical failures, breakdowns, defects, delays, interruptions, improper or manipulated data transmission, data loss or corruption or communications’ infrastructure failure, viruses or any other adverse technological occurrences arising in connection with your access to or use of our Services; d. The accuracy, completeness or currency of any information services provided on the Website; e. Any delay or failure on our part to intimate you where we may have concerns about your activities; and f. Your activities / transactions on third party websites accessed through links.

Intellectual Property Rights

• The Licensor’s trademarks, logos, images, service marks, trade names (collectively the “Trademarks”) and other distinctive branding features displayed on the Website or on content available through the Website are registered and unregistered Trademarks of the Licensor and shall not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by the Licensor that appear on the Website or on or through the Website’s Services, if any, are the property of their respective owners. The Licensee’s misuse of the Trademarks displayed on the Website or on or through any of the Website’s Services is strictly prohibited. All intellectual property rights pertaining to or associated with the Product shall be owned by the Licensor. The Licensee acknowledges and agrees that the grant of the License to the Licensee in accordance with the Terms and Conditions hereunder shall not, in any manner, tantamount to or be construed as an assignment of the Product or any rights associated therewith. The Licensee agrees that, pursuant to the License, the Licensee has only obtained limited usage rights in respect of the Product in the manner and subject to the terms specified hereunder.
• Any rights not expressly granted herein, are reserved to the Licensor. The Licensee agrees to abide by all copyright notices, information, or restrictions contained in any part of the Website. The Licensee must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Website.

Confidentiality

• Each Party will, during the term and on its expiry or termination maintain strict confidentiality of all information received pursuant to or as a consequence of the License which is not and has not become public knowledge and will not disclose any of the same except to its employees who need to know the same for the purpose of these Terms and Conditions and will procure that such employees shall maintain the same in strict confidence and shall not use the same for any purpose except the performance of their duties under these Terms and Conditions.
• Each Party shall hold the other’s confidential information in confidence and, unless required by law or in order to comply with an order of any governmental or judicial / quasi-judicial authority, not make the other’s confidential information available to any third party, or use the other’s confidential information for any purpose other than in accordance with and for the purposes of these Terms and Conditions.

Suspension and Termination

• The Licensor may suspend or terminate the License upon occurrence of any of the events specified in this clause or elsewhere in this License Agreement.
• The License shall stand terminated upon expiry of the License if not renewed according to these Terms and Conditions.
• Either Party shall be entitled to terminate the License by giving a prior written notice of fifteen (15) days to the other Party.
• Not with standing anything to the contrary contained herein, the License may be terminated by the Licensor, without any prior notice and with immediate effect, if at any time

   

  • The Licensee fails to observe any of these Terms and Conditions;
  • The Licensee is subject to any winding up, dissolution or other analogous proceedings.
• Upon expiration or termination of these Terms and Conditions for any cause, the rights and obligations of the Parties under these Terms and Conditions shall (subject to the provisions herein) terminate, unless otherwise specified herein.
• Any rights to terminate these Terms and Conditions shall be without prejudice to the other rights of the Parties and shall not preclude the non-defaulting Party from claiming damages or indemnity or other compensation/claim against the defaulting Party, unless otherwise specified herein
• Upon termination of License according to these Terms and Conditions, the Licensor shall:

   

  • Cease to act or hold itself out as the Licensor of the Licensee, save in respect of unfulfilled Product for which it has, prior to such date, contracted with third parties
  • Return to the Licensee (or as it directs) all data and information of the Licensee and all confidential information of the Licensee and copies thereof in its possession or control.
• Upon termination or suspension of the License, the Licensee shall no longer be entitled to use the Product and the Licensor may disable the Licensee’s account and suspend the Licensee’s access to the Product. The Licensee covenants that upon termination of this License Agreement, it will immediately pay all amounts owed to the Licensor

Limitation of Liability

• The Licensor and/or its directors, officers, employees, affiliates and agents shall not be liable to the Licensee for direct, indirect, incidental, special or consequential damages of any kind whether based in contract, torts (including for negligence) or otherwise arising, from the use of the Product or any deficiencies or errors in the Services. Licensee’s sole and exclusive remedy for any loss in any way connected to the Product or Service furnished by Licensor, shall be, at Licensor’s option

   

  • To bring the performance of the Product into substantial compliance with the functional specifications
  • Return of an appropriate portion of any payment made by the Licensee with respect to the applicable portion of the Product.

Governing Law

• In the event that any dispute or difference arises, in connection with the interpretation or implementation or validity or otherwise arising out of or relating to this Agreement, between the Parties, the Parties shall attempt in the first instance to resolve such dispute through mutual discussions. In case the difference of opinions still persist the matter shall be referred to Arbitration in accordance with provisions of Arbitration and Conciliation Act 1996 as amended from time to time and arbitration proceedings will take place in Delhi, India and shall be subjected to jurisdictions of courts in Delhi. That such arbitration shall be conducted by a Sole Arbitrator who shall be appointed by the Licensor and any award or final order passed by such appointed sole arbitrator shall not be questioned only on the ground that it was passed by an appointee of the licensor acting as such sole arbitrator. The procedure to be adopted for such arbitration proceedings shall be determined by sole arbitrator at his sole discretion

Force Majeure

• Either Party shall have no liability to the other under these Terms and Conditions if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm provided that the other Party is notified of such an event and its expected duration

Waiver

• No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Assignment

• The Licensee shall not, without the prior written consent of the Licensor, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
• The Licensor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.

Severability

In the event any provision in these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall be enforceable to the fullest extent permitted by applicable law and the unenforceable portion shall be deemed to be severed from these Terms and Conditions and shall not affect the validity and enforceability of any other provisions.