Grant of License
Subject to the terms and conditions of this Agreement, the Company grants the Client a non-exclusive, non-transferable license to use the Hybrid MLM Software. The Client agrees not to copy, modify, or redistribute the software. The Company will provide installation and setup services. The Client may not transfer or sublicense the software to any third party, in whole or in part, in any form, whether modified or unmodified.
Permissions and Copyrights
The Client shall not:
– Modify, translate, or create copies of the Licensed Software or documentation, including localization.
– Redistribute, encumber, sell, rent, lease, sublicense, or install the software on any other server.
– Remove or alter any copyright or proprietary notices, legends, symbols, or labels in the Licensed Software.
If the Company finds any violation, it reserves the right to access or remove the source code and the entire software at any time.
Processing Objectives
3.1 The Company, in connection with providing the Services, undertakes to process personal data on behalf of the Client in accordance with the conditions laid down in the Addendum. “Personal Information” means information that relates, directly or indirectly, to an identified or identifiable person (a “Data Subject”), which may include names, email addresses, postal addresses, or online identifiers, that the Client provides or submits in connection with using the Services.
3.2 The specific categories of Personal Information that the Company will process in connection with the Agreement are set forth in the Scope of Processing.
3.3 The Company shall refrain from making use of the Personal Information for any purpose other than as specified by the Client. The Client will inform the Company of any such purposes not contemplated in this Addendum.
3.4 All Personal Information processed on behalf of the Client shall remain the sole and exclusive property of the Client and/or the relevant Data Subjects.
Technologies and Hosting
4.1 Technologies: The entire application will be developed in PHP, with the backend in MySQL.
4.2 Hosting Server: The software will be hosted on a Linux Server with unlimited space and bandwidth.
Source Code
The ownership rights of the source code will be transferred to the Client only after the completion of application development and receipt of full payment as agreed. However, the Client is entitled to use and customize the software as per their requirements but is prohibited from reselling it to any third party. The technology developed and delivered remains the intellectual property of Acemero Technologies Pvt. Ltd.
Software Responsibility
The Client agrees not to make any modifications to the software or source code. If modifications are made, the Company will not be responsible for maintaining the software, and charges will apply to fix any issues arising from the modified code. Corrections for defects traceable to the Client’s errors or system changes will be billed at the Company’s standard time and material rates.
Company and Client Responsibilities
7.1 The parties acknowledge and agree that:
– The Company is a processor of Personal Information under applicable law.
– The Client is a controller of Personal Information under applicable law.
– Each party will comply with its obligations under applicable law with respect to the processing of Personal Information.
Company Responsibilities
8.1 The Company will use commercially reasonable efforts to process Personal Information in accordance with the Client’s documented instructions and applicable laws, including the GDPR.
8.2 The Company will:
– Notify the Client of any third-party requests for Personal Information.
– Assist the Client in responding to Data Subject requests.
– Ensure that personnel processing Personal Information are bound by confidentiality obligations.
Rights of Data Subjects
The Company shall promptly notify the Client if it receives a request from a Data Subject to exercise their rights, including access, rectification, erasure, or data portability. The Company will assist the Client in responding to such requests, subject to applicable law.
Transmission of Personal Data
The Company may process Personal Information in countries outside the European Union, provided that such countries guarantee an adequate level of data protection.
Engaging Third Parties or Subcontractors
The Company may engage third parties or subcontractors without prior approval but will ensure they comply with the same data protection obligations as outlined in this Agreement.
Security Safeguards
The Company will implement reasonable technical and organizational measures to protect Personal Information. However, the Company does not guarantee absolute security.
Non-Disclosure
Both parties agree not to disclose Confidential Information to third parties. The Company is not responsible for breaches caused by the Client or third parties.
Records and Audits
The Company will maintain records of its processing activities. The Client may request an audit, subject to reasonable notice and security requirements.
Security Breach
The Company will notify the Client of any Security Breach without undue delay and assist in investigating and remediating the breach.
Third-Party Providers
The Client acknowledges that the software may integrate with third-party services. The Company is not responsible for the content or transactions conducted through third-party platforms.
Software Demo Responsibilities
The Company provides a demo version of the Hybrid MLM Software for informational purposes. The Company is not responsible for any data entered by users during the demo.
Project Pre-Requisites
The Client must provide all necessary materials (e.g., company logo, business plan, application forms) to facilitate timely development.
Duration and Termination
19.1 This Agreement remains in effect for the duration specified in the contract.
19.2 Termination requires mutual consent.
19.3 The Company will cooperate in amending the Agreement to comply with new privacy laws.
Return or Destruction of Personal Information
Upon termination, the Company will return or destroy all Personal Information as requested by the Client.
Payment Terms
The Client agrees to pay an advance amount and subsequent installments as per the payment schedule. Failure to pay may result in the suspension of services.
Additional Requirement Charges
Additional features or changes requested by the Client will be subject to a separate quotation and may affect project timelines.
Taxation
Taxes applicable to software development services will be charged in accordance with Indian tax laws.
Maintenance and Support
The Company will provide free support for six months post-delivery. After this period, support will be charged at $18/hour.
Company Responsibilities Towards Clients
The Company will deliver the software as per specifications and provide one-time online training for using the Hybrid MLM Software.
Ownership
The Client does not acquire intellectual property rights in the software. All rights remain with Acemero Technologies Pvt. Ltd.
Sign-Off Process
Upon project completion and full payment, the Company will hand over the source code to the Client. The Client is responsible for securing all passwords and access credentials.
Termination
The Company may terminate the project if the Client breaches these Terms and Conditions. No refunds will be provided in such cases.
Miscellaneous
29.1 Company logs and measurements are deemed authentic unless proven otherwise.
29.2 This Agreement constitutes the complete understanding between the parties.
Disclaimer
30.1 The Company makes no warranties regarding the legal sufficiency of this Agreement under applicable laws, including the GDPR.
30.2 The Client is solely responsible for complying with its legal obligations.
By placing an order, the Client acknowledges that they have read, understood, and accepted these Terms and Conditions. The Company reserves the right to modify these Terms at any time without prior notice.