kexlin

TERMS AND CONDITIONS

TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) comprise the terms and conditions below that kexlin software solutions Pvt Ltd can provide licenses and or Services. You settle for these terms on behalf of the entity you represent (Company) (together with its Affiliates) by either: (i) physically or electronically linguistic communication the Terms; or (ii) putting Associate in Nursing order with kexlin software solutions Pvt Ltd on behalf of Company. Upon acceptance, the Terms can stay in impact till terminated by either party. Either party could terminate the Terms at any time and for any reason by providing thirty days previous written notice to the alternative party. Sections one, 3, 6, 7, 8, 9, 11, 12, 13, 15, 17, eighteen and nineteen can survive any termination of the Terms.

1 DEFINITIONS AND INTEGRATION

In addition to any definitions contained among the body of these Terms, the following definitions apply:

“Affiliates” means that any person, corporation or alternative entity that currently or in the future, directly or indirectly controls, is managementled by or is below common control with Company. For functions of this definition, “control” means that with respect to: (a) with respect to a company, the possession, directly or indirectly, of fifty p.c (50%) or additional of the selection power to elect administrators thereof; and (b) with respect to any alternative entity, the power to direct the management of such entity. “Contract” means that Associate in Nursing agreement, Associate in Nursing Order Confirmation, a statement of work or similar document for the provide of licenses or the availability of Services between kexlin software solutions Pvt Ltd and Company.

“Licensor” means that the legal entity that is the owner of the intellectual property rights unconditional in the software package with the authority to outline the finish User License Agreement (“EULA”), Product Terms (“PT”) or alternative terms and conditions for the use of the software package and licenses.

Order Confirmation” means that kexlin software solutions Pvt Ltd ’s acceptance of Company’s purchase order in writing. Company’s order or Associate in Nursing mechanically generated response by kexlin software solutions Pvt Ltd do not represent a binding Order Confirmation.

“Services” means that any delivery, installation, configuration, consultation or alternative skilled services as nominal by the parties during a Contract.

“ kexlin software solutions Pvt Ltd" means that the kexlin software solutions Pvt Ltd entity named in Associate in Nursing Order Confirmation or a Contract.

Unless otherwise united in writing by kexlin software solutions Pvt Ltd , all licenses and Services square measure provided below these Terms to the exclusion of any alternative terms and conditions set out or referred to in any document or alternative communication used by Company previous to or in last a Contract. These Terms can apply to every Contract. In the event of a conflict between the Terms and a Contract, the Terms can management unless all of the following apply: (i) the Contract clearly identifies the applicable section of the Terms that is to be modified; and (ii) the Contract clearly states that such provision of the Contract supersedes the conflicting or inconsistent provision in the Terms. Any alternative try to alter or amend these Terms can be deemed void and have no impact. Any modifications to these Terms contained among a Contract square measure effective as to that Contract solely and can not modify the Terms for any alternative purpose some. These Terms cannot be changed except in a written document signed by all parties.

2. ORDER AND DELIVERY POLICY

value quotations Associate in Nursingd purchase orders square measure not binding upon either party till an Order Confirmation is delivered. The Order Confirmation is subject to availableness by Licensor. Company can receive the licenses by electronic transmission, electronic access or transfer. Company is accountable for the payment of every order it places and all orders by its Affiliates.

3 RETURN POLICY

kexlin software solutions Pvt Ltd can not settle for the come of provided licenses unless such comes square measure admissible as per the Licensor’s return policies. If the licenses received square measure not those elaborated in the Contract, Company shall inform kexlin software solutions Pvt Ltd no later than ten business days of delivery.

4 TUTORIAL, NON-PROFIT AND GOVERNMENT LICENSES

sure merchandise square measure solely offered for purchase by qualified establishments, such as instructional establishments (“Academic” products), qualified non-profit organizations (“Non-Profit” products) or government units (“Government” products). By distinguishing itself as a professional establishment, Company represents that it is acquainted with all of the Licensor’s necessities with respect to such product which it complies with all of the Licensor’s necessities for such tutorial, Non-Profit or Government product.

5 SERVICES

5.1 kexlin software solutions Pvt Ltd shall perform the Services with due care and in accordance with the Contracts.

5.2 kexlin software solutions Pvt Ltd can not be needed to follow any requests or directions (“Change Request”), that modification or supplement the substance or scope of the Services represented in a Contract. If kexlin software solutions Pvt Ltd provides the Services represented in a modification Request, then Company shall pay for such Services consistent to these Terms and the applicable Contract.

5.3 In the absence of Associate in Nursing expressly united invoicing schedule, Company shall pay all amounts relating to Services provided by kexlin software solutions Pvt Ltd at the finish of each calendar month in arrears.

6 PRICING

6.1 kexlin software solutions Pvt Ltd can offer the value of the licenses and the Services. All costs square measure subject to applicable sales or price added taxes. All costs and availableness square measure subject to modification unless united upon through a binding Order Confirmation or a Contract signed by each parties.

6.2 If Services, together with subscription Services, for Company square measure performed by a party alternative than kexlin software solutions Pvt Ltd, the fee for such a Service can be determined by the entity activity the Service. Such fees square measure not perpetually fastened and could be subject to the usage of the Services by Company. Company shall settle for the charge model and can pay the fee in accordance with the point nominal by the third party. Company is exclusively accountable to guarantee that it understands the charge model offered by the third party.

7 TAXES

Company shall timely calculate and pay any withholding taxes, import taxes, levies and duties primarily based on cross-border transactions, together with those ensuing from transactions wherever kexlin software solutions Pvt Ltd and Company square measure tax residents of totally different countries. If Company is needed by law to deduct or withhold any taxes from any quantity due on a cross-border dealings, the quantity due can be hyperbolic thus that once creating all needed deductions and withholdings, kexlin software solutions Pvt Ltd receives Associate in Nursing quantity equal to the quantity it would have received had no such deductions and withholdings been created.

8 WARRANTIES FOR LICENSES

Company acknowledges that kexlin software solutions Pvt Ltd solely delivers licenses to software package from third party Licensors. Such third party licenses can be distributed by kexlin software solutions Pvt Ltd subject to the applicable EULA and platinum of the software package Licensor, that could contain a restricted warrantee from Licensor. warrantee terms and periods vary by Licensor and product. All of Company’s rights Associate in Nursingd remedies with respect to an Order Confirmation, purchase, possession, use of the merchandise, and all maintenance, update, warranty, liability, and any alternative obligations connected to the merchandise can be ruled by the applicable policies and procedures of the Licensor declared within the EULA, platinum or alternative documentation provided by Licensor. Company acknowledges that it can be needed to enter into a EULA, platinum or similar finish user agreement with the Licensor as a condition precedent to mistreatment Licensor’s software package. The EULA/PT or similar agreement can define all warranties and representations offered by the Licensor to Company with respect to the licenses purchased. kexlin software solutions Pvt Ltd will not create any representations or warranties relating to any software package.

9 NO WARRANTIES FOR THIRD PARTY SERVICES

All third party services distributed by kexlin software solutions Pvt Ltd square measure delivered with the service provider’s restricted warrantee. The warranties for third party services that square measure not performed by kexlin software solutions Pvt Ltd can be ruled by the applicable policies and procedures of the service supplier. kexlin software solutions Pvt Ltd will not create any specific or understood warranties for third party services. 10 WARRANTIES FOR KEXLIN SOFTWARE SOLUTIONS SERVICES Any Warranties for all Services performed by kexlin software solutions can be declared in the applicable Contract and can apply solely to the Contract in that they square measure contained.

11 ORGANIZATION AND AUTHORITY

every party represents that: (i) they square measure a valid legal entity in sensible standing below the laws of the jurisdiction in that they square measure organized; (ii) they have full power and authority to enter into these Terms and any Contract, that can produce a binding agreement between the parties; and (iii) the performance by the parties hereinafter can not violate any obligation or duty owed to a third party.

12 DISCLAIMER OF WARRANTIES AND DAMAGES; LIMITATION OF LIABILITY

12.1 Except as declared herein, kexlin software solutions Pvt Ltd herewith disclaims all warranties of any kind, specific or understood, together with any understood warranties of state, fitness for a explicit purpose and noninfringement. In no event shall kexlin software solutions Pvt Ltd its shareholders, directors, officers, workers or alternative representatives be liable for general, indirect, of import, or retaliatory damages connected to any product sold .

12.2 kexlin software solutions Pvt Ltd ’s liability for any harms relating to licenses or Services offered through kexlin software solutions Pvt Ltd square measure restricted to the price of the amounts paid by Company below the Contract for such licenses or Services over the last twelve calendar months preceding the incident giving rise to the damage. In no event can kexlin software solutions Pvt Ltd be liable for any incidental, of import, special, retaliatory or indirect damages of any kind, together with damages ensuing from delay, loss of profits, lost business chance, loss of content, interruption of business or loss of goodwill, that could arise in affiliation with or pertaining to these Terms or any Contract, even if such party has been notified of the chance or chance of such damages occurring below any theory of law (including wrongdoing or alternative theory).

12.3 Company agrees that any Contract or alternative document relating to the purchase of licenses or Services submitted to kexlin software solutions Pvt Ltd that includes any warrantee to Company or that includes language that could produce a liability for kexlin software solutions Pvt Ltd, or conflicts with these Terms, is void and of no impact, unless it complies with the integration necessities declared in Section one.

13 PROPERTY RIGHTS

13.1 Nothing in these Terms provides Company any right, title or interest in or to any intellectual property comprised in the licenses or the Services, that can at all times stay the property of kexlin software solutions Pvt Ltd or of the Licensors, as applicable.

13.2 Company acknowledges that the EULA/PT or similar agreement can define all usage rights offered by the Licensor to Company with respect to the licenses purchased.

13.3 Company represents and warrants that it is shopping for the licenses for its own internal use and not for marketing.

13.4 In the event of conflict between these Terms and the EULA/PT or similar agreement concerning the scope of the property rights, the warranties and representations given to Company, the EULA/PT can prevail. fourteen SUPPORT kexlin software solutions Pvt Ltd can not offer any technical support, unless expressly provided in a Contract.

14 NET THIRTY DAYS PAYMENT TERMS

14.1 If payment terms square measure not indicated in Associate in Nursing Order Confirmation, invoices square measure mechanically due thirty calendar days following the invoice date.

14.2 If Company will not pay the amounts owed in a timely manner, then Company shall pay interest charges and late payment fees on the outstanding quantity, while not any written demand or notice of default being necessary. All past due amounts can bear interest at the lesser of 11/2% per month or the highest rate allowed by law, till the invoice is paid fully.

14.3 Company shall pay all charges incurred by licensed users of its account, by credit card, by wire transfer or alternative similar payment mechanisms in impact. To the extent permissible by applicable law, kexlin software solutions Pvt Ltd could need Company to pay dealings charges levied by credit card issuers relating to purchases. Company shall reimburse kexlin software solutions Pvt Ltd for all bank fees relating to checks, credit card or bankcard sales drafts came back by the Company’s bank or card institution. Company shall pay all professional person fees, court prices, assortment agency fees, or any alternative prices incurred by kexlin software solutions Pvt Ltd in grouping any owed quantity owed.

15 DISASTER

kexlin software solutions Pvt Ltd shall not be liable to Company for any loss or damages that could be suffered by Company as a direct or indirect result of the provide of licenses and Services by kexlin software solutions Pvt Ltd being prevented, hindered, delayed or rendered uneconomical by reason of circumstances or events on the far side S kexlin software solutions Pvt Ltd’s cheap management together with however not restricted to acts of God, war, riot, strike, lock-out, fire, flood, and storm.

16 CONFIDENTIALITY

Subject to applicable law or regulation, the parties shall maintain the confidentiality of any Confidential info and shall not, while not the previous written consent of the revealing party (“Discloser”), disclose such confidential info to any third party (excluding affiliates). “Confidential Information” means that any info that is selected as “Confidential” by the Discloser or that the receiving party (“Recipient”) ought to fairly believe to be confidential given the circumstances. {confidential info|tip|lead|steer|wind|hint|guidance|counsel|counseling|counselling|direction} excludes any information that:

(i) is renowned by the Recipient previous to disclosure;

(ii) becomes publicly offered through no fault of the Recipient;

(iii) is disclosed to Recipient by a third party with the legal right to create such disclosure; or

(iv) is severally developed by Recipient while not use or reference to the Discloser’s Confidential info.

17 JURISDICTION AND GOVERNING LAW

In case of any argument or dispute, kexlin software solutions Pvt Ltd , Company Associate in Nursingd/or the Affiliates shall discuss the matter in argument or dispute and create a diligent effort to notice an friendly answer. If the dispute is not resolved by finding Associate in Nursing friendly answer, all disputes arising out of or in affiliation with these Terms or their validity can be finally resolved by the courts of the state/country in that the offices of the kexlin software solutions Pvt Ltd Affiliate getting into into the Contract square measure set. The United Nations Convention on the International Sales of product can not apply to these Terms or any Contract.

18 GENERAL

18.1 The invalidness or unenforceability of any provision of these Terms can not adversely have an effect on the validity or enforceability of the remaining provisions.

18.2 All notices and alternative communications needed or permissible to be served or given shall be in writing.

18.3 The failure of kexlin software solutions Pvt Ltd to enforce the terms of these Terms will not represent a relinquishment of it and can in no method have an effect on the right to later enforce such terms.

18.4 Any heading, caption, or paragraph title contained in these Terms is inserted solely as a matter of convenience and in no method defines or explains any paragraph or provision hereof.

18.5 These Terms could be dead in any variety of counterparts, that taken along can represent a single document. Digital, facsimile, and alternative electronic signatures can be deemed to be originals and can be enforceable between the parties.

18.6 These Terms along with the Contracts, represent the entire agreement between the parties concerning the subject matter hereof, and replace all alternative agreements and understandings.

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