Terms and condition

License and restrictions

1 License

Provider, subject to the terms and conditions contained herein, and provided that the Company and Provider has entered into Partnership Agreement and due for Company’s use of the Provider Technology and affiliated Documentation, grants Company (i) a perpetual, non-transferable license subject an unlimited number of users, to use the affiliated Documentation and the Provider Technology limited to the number of Licensed Servers (with no right to distribute or sublicense the Provider Technology or Documentation); and (ii) the right to receive Subscription and Support Services for the Provider Technology. Company and its Affiliates may permit a third party, subject to confidentiality and use obligations at least as restrictive as those set forth in this Agreement, to access and use the Provider Technology solely in connection with services provided to Company and its Affiliates. The license amount is for one brand and 4 apps (Driver: iOS and Android – User: iOS and Android) only.

2 Restrictions

Company may not (i) to a third party, transfer rights or usage to, sublicense, rent, lease, offer as a service over the Internet or other network or otherwise distribute the Provider Technology or Documentation except as provided herein; (ii) modify, loan, decompile, reverse engineer or disassemble or otherwise distribute the Provider Technology or Documentation, except as provided herein and/or permitted by applicable law; (iii) remove or alter any Intellectual Property notice in the Provider Technology; (iv) use any of the Subscription and Support Services for any Server for which Subscription and Support Services are not then purchased as provided hereunder; (v) use Developer Licenses on any non-production or production Licensed Server. Except as permitted herein, any attempt to assign, transfer or sub-license the Provider Technology or Documentation to any third party will be void. Company may make any reasonable number of archival copies of the Provider Technology and Documentation for back-up purposes.

3 Delivery, installation, and acceptance

Provider shall deliver or give access to download the Provider Technology to Company within the agreed timeline as prescribed in Pricing and Payment. Unless otherwise agreed between parties in an Order Form, the installation of the Provider Technology will be the responsibility of Company. The Provider Technology will be deemed accepted upon delivery.

Term and termination

1 Term and termination of the agreement

This Agreement shall become effective on the Effective Date and shall remain in effect until either party provides at least sixty (60) days written notice prior to the end of a Services Term of its intent to terminate the Agreement. Also, processed payment won’t be refunded at any stage once the project is started.

Reactivation penalty will be applied on suspended account reactivation. ($ 500)

2 Customization

Customization will be chargeable as per the request. Only the written customization points will be consider in the setup amount In this agreement we cover one payment gateway and if you want to add another payment gateway then it would be extra cost. Also, you need to provide us the payment gateway which can be configure with the system if we try and it doesn’t integrate then the replacement will done at a cost to client. Customization beyond the setup requirement shall be considered as per the road map of YelowXpress. Customization will be consider as per the road map of YelowXpress.

• We cover English + 1 Language (Only App Translation)
• We cover 1 country setup – extra country setup that would be an extra cost
• 3rd party details need to be shared within 3days if any delayed then the timeline of the project will be extent as per that and tech team will give the timeline for the same as per their task.

Representations and warranties

1 Limited warranty

Provider represents and warrants that: (i) the Support Services will be performed in a professional and workmanlike manner by qualified personnel; (ii) it has the authority to enter into this Agreement with Company; (iii) to Provider’s knowledge, Provider Technology does not, at the time of delivery to Company, include malicious code with the purpose of adversely affecting the operation, security or integrity of a system; and (iv) the Provider Technology is presently not subject to any such claim or claims for infringement, Provider is not aware of any facts upon which such a claim could be based and if Provider becomes aware of any such claim or any facts upon which such a claim could be based, Provider will promptly notify Company.

2 Disclaimer of warranty

Except as stated under the contract, to the maximum extent permitted by applicable law, the provider technology as provided by provider is provided and licensed "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranty of merchantability, non-infringement and fitness for a particular purpose. provider does not guarantee that the use of the provider technology will not be interrupted or error free. the foregoing warranty is exclusive and in lieu of all other warranties, express or implied, including warranties of fitness for a particular purpose, noninfringement, and merchantability.

Intellectual property claims

1 Injunctive relief

If an injunction is sought, obtained or in Provider’s opinion is likely to be sought or obtained against Company’s use of the Provider Technology and / or Documentation as a result of a third party infringement claim, Provider may, at its sole option and expense and within commercially feasible means, replace or modify the affected Provider Technology with functionally equivalent software so that it does not infringe.

2 Legal defence and damages

For all Support Service, Provider shall defend and indemnify Company with respect to both legal defence and damages against any claim or action of any kind against Company involving an Intellectual Property Rights violation regarding the Provider Technology and / or Documentation, provided that Company has not terminated Support Services with Provider, up to the higher of: (i) Fees paid in the first year of this Agreement or (ii) Fees paid in the first year of this Agreement plus any additional coverage purchased by Company as specified in an Order. Provided that Company has purchased additional coverage for both legal defense and damages, additional indemnification for which Provider is liable shall only be for the term(s) set forth in the respective Order. Company shall reasonably cooperate with Provider and allow Provider to control the defense and all related settlement negotiations. Company shall promptly notify Provider in writing of any claim against Company regarding the foregoing violations.

3 Disclaimer of liabilities

Provider shall have no liability for any third party claim of infringement based upon (i) use of other than the unaltered version of the applicable Provider Technology and / or Documentation and (ii) any Third Party Technology. Article 6.1, 6.2, and 6.3 constitute the entire liability of Provider and Company’s sole and exclusive remedy with respect to any third party claims of infringement of intellectual property rights.

4 Mutual indemnity

Each party shall indemnify, defend and hold harmless each other from and against all loss, liability, damage and expense, including reasonable attorneys’ fees, due to third party claims for libel, slander, invasion of privacy, and invasion and/or alteration of private records or data arising from any information, data, or message transmitted over the network by the indemnifying party.

Limitation of liability

In no event will provider have any liability for any indirect, incidental, special, or consequential or punitive damages arising out of or relating in any way to this agreement, including but not limited to reliance, cover, or loss of anticipated profits, even if company has been advised of the possibility of such damages. Except for provider’s obligations set forth in contract, provider liability for damages arising out of or relating in any way to this agreement or the provider technology or affiliated documentation under any legal theory, whether contract, tort, product liability, reliance, breach of any implied duty, or otherwise shall not exceed the fees paid to provider during the twelve (12) months immediately preceding the act or ommission giving rise to the liability.

The provisions of this article allocate the risks under this Agreement between Provider and Company and are an intrinsic part of the bargain between the parties. The fees provided for in this Agreement reflect this allocation of risks and the limitation of liability specified herein.

Grant to provider

Neither party will, without the other party’s prior written consent, make any news release, public announcement, denial or confirmation of this Agreement, its value, or its terms and conditions, or in any manner advertise or publish the fact of this Agreement. Notwithstanding the above, Provider may use Company’s name and logo, consistent with Company’s trademark policies, on customer lists so long as such use in no way promotes either endorsement or approval of Provider or any Provider products or services. Additionally, Company agrees to make representatives available, subject to their availability and only on an occasional basis, to serve as a non-public reference to prospective Provider customers to discuss Company’s experience working with Provider. Company also agrees to work with Provider in developing and publishing case studies and press releases that describe its use of the Provider Technology, provided that such publicity neither expresses endorsement nor approval of Provider or any Provider products or services, unless agreed to otherwise by Company.

Miscellaneous

1 Construction and interpretation

Headings to clauses in this Agreement are for convenience only and shall not have any effect on construction and interpretation.

2 Provision

No provision shall be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or that provision

3 Varied & amended

This Agreement may only be varied or amended in writing signed by an authorized signatory of each party, and cost is non-refundable.

4 Nondisclosure

It is expected that the parties may disclose to each other certain information which may be considered confidential. Confidential information protected under this Agreement is: (a) the Source Code; (b) confidential information disclosed by either party in writing that is marked as confidential at the time of disclosure; (c) confidential information disclosed by either party in any other manner that is identified as confidential at the time of disclosure and summarized and designated as confidential in a written memorandum delivered to the receiving party within thirty (30) days of the initial disclosure; (d) information that given its nature or the disclosed under circumstances surrounding its disclosure, a reasonable person should have an expectation of confidentiality for; (e) all information relating to the provision of Subscription and Support Services; (f) all information relating to the security arrangements of either party; and (g) all data owned or held by Company and stored on Provider Technology (jointly "Confidential Information").

Confidential Information shall not include information which: (i) is or becomes a matter of public knowledge through no fault of the receiving party; (ii) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source was not known by the receiving party to be bound by a duty of confidentiality with respect to such information; (iii) is disclosed by the disclosing party to a third party without a duty of confidentiality; (iv) is independently developed by the receiving party without use of the Confidential Information; (v) is in the rightful possession of the receiving party without an obligation of confidentiality; or (vi) is disclosed by the receiving party with the disclosing party’s prior written approval. In the event that pursuant to the requirements of a governmental agency or by operation of applicable statutory law or by order of a competent court or recognized stock exchange a party becomes legally compelled to disclose any of the other party’s Confidential Information, the party required to make such disclosure shall provide the other party with prompt prior written notice of any such requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the non-disclosure provisions of this Agreement. In the event that such protective order, other remedy or waiver is not obtained, the party required to make the disclosure shall furnish only that portion of the Confidential Information that such party, in the opinion of counsel, is legally required to disclose and shall exercise reasonable efforts to preserve for the remainder the confidentiality of the other party’s Confidential Information.

Except as otherwise specified herein, the disclosing party shall retain all Intellectual Property Rights in any Confidential Information disclosed to the other party. The parties agree, during the term of a valid Order Form and for a period of two (2) years after termination or expiration of a valid Order Form, to hold each other's Confidential Information in confidence and to protect the disclosed Confidential Information by using the same degree of care to prevent the unauthorized use, dissemination or publication of the Confidential Information as they use to protect their own confidential information of a like nature but in any event no less than a reasonable degree of care. The parties agree not to make each other's Confidential Information available in any form to any third party except as otherwise permitted to exercise the licenses granted in this Agreement or to use each other's Confidential Information for any purpose other than the implementation of this Agreement. Each party agrees to (i) restrict disclosure of the Confidential Information to those third parties and/or its employees who have a "need to know" such information in order to undertake their work with respect to this Agreement or otherwise to the benefit of the parties and have themselves an agreement with the receiving party sufficient to require them to treat the other party’s Confidential Information in a manner materially similar as is set out herein (jointly the “Staff”) and (ii) to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its Staff in violation of the provisions of this Agreement. Upon termination or expiration of this Agreement, except as necessary to give any existing Order Form effect, both parties shall return or destroy all copies of the other party’s Confidential Information furnished under this Agreement except any copies necessary to exercise the continuing rights specified in Article 4 (“Term and Termination”) above. Each party will at all times be responsible for ensuring that its Staff retains the confidentiality of the other party’s Confidential Information in accordance with this Agreement and each Party will indemnify the other party from and against any losses, costs or damages resulting from or arising out of a breach of this Agreement by any Staff of the indemnifying party.

5 Independent development/freedom of action

Each party acknowledges that the other party develops software as part of its ongoing business. Nothing in this Agreement shall be construed to preclude either party from developing, using, marketing, licensing, and/or selling any independently developed software which has the same or similar functionality as the Provider Technology or any other products, so long as such activities do not infringe the Intellectual Property Rights of the other party.

Additionally, nothing in this Agreement shall be construed to limit Company's right to obtain services or software programs from other sources, to prohibit either party from acquiring and marketing competitive materials, to restrict Company from making, having made, using, marketing, leasing, licensing, selling or otherwise disposing of any products or services whatsoever, nor to limit Company's right to deal with any other vendors, suppliers, contractors or customers.

6 Governing law and jurisdiction

This Agreement and all matters arising out of or relating to this Agreement, shall be governed by the substantive laws of country which is mentioned in Contract. Any legal action or proceeding relating to this Agreement shall be instituted by the country court which is mentioned in Contract. Company and Provider agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

7 Assignment

Neither party may assign, transfer nor otherwise dispose of any of its rights or obligations under this Agreement and/or any Order Form without the other party’s prior written consent which shall not be unreasonably withheld, delayed or conditioned; the party required to give its consent may however attach reasonable conditions to its consent. Any assignment in violation of this article is void.

8 Notice

All notices permitted or required under this Agreement shall be in writing to the address(es) specified in the Contract and will be delivered in person or by certified or registered express mail to the address set forth on the signature page, and shall be deemed given upon personal delivery or five (5) days after deposit in the mail.

9 Relationship between the parties

In all matters relating to this Agreement, Company and Provider shall act as independent contractors. Neither party will represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of the other party, or to represent the other party as agent, employee or in any other capacity. Nothing herein shall oblige parties to enter into any further agreement(s) with each other.

10 Force majeure

Neither party shall be liable to the other for failure or delay in the performance of a required obligation under this Agreement and/or Order Form if such failure or delay is caused by riot, fire, flood, explosion, earthquake or other natural disaster, government regulation, or other similar cause beyond such party's reasonable control, provided that such party gives prompt written notice of such condition and resumes its performance as reasonably possible, and provided further that the other party may terminate this Agreement and/or any Order Form if such condition continues for a period of more than (60) days.

11 Export compliance

The Provider Technology provided to Company may contain data subject to export control restrictions. Company shall be wholly responsible for its compliance with applicable export requirements and obligations for the Provider Technology and shall not, directly or indirectly, transfer, use or export the Provider Technology in such a way that it violates any export control laws or regulations of any government or government agency. Should Company breach this Article, Company shall defend, indemnify and hold Provider and its suppliers harmless from and against any and all violations of such laws or regulations by Company or any of its agents, officers, employees, directors or consultant and Provider may terminate this Agreement and/or the applicable Order Form and its obligations thereunder without liability to Company.

12 Severability

If any provision or provisions of this Agreement and/or any Order form shall be held to be invalid, illegal or unenforceable in whole or in part by any court of competent jurisdiction or other competent authority, this Agreement and/or any affected Order Form will continue to be valid and enforceable as to the other provision and or the remainder of the affected provision. The affected provision will be deemed amended to the minimum extent necessary to render it valid and enforceable in conformity with applicable law and parties’ intent as expressed in this Agreement and/or the Order Form.

13 Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14 No Waiver

The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. This Agreement may not be waived, except in writing by the Party granting the waiver.

15 No-Refund Policy

All payments made to YelowXpress for our product / services are final and non-refundable. Once a service or product has been purchased, we do not offer any refunds, including but not limited to subscription fees, one-time fees, or any other charges associated with our products and services.

Support & maintenance terms

Support and Maintenance Services which are included in the Partnership are following:

• Access to ticketing system support in order to help customer raise and correct issues with the software.
• Bug fixes and code corrections to correct software malfunctions in order to bring such software into substantial conformity with the operating specifications.
• All extensions, enhancements and other changes that YelowXpress, at its sole discretion, makes or adds to the software and which YelowXpress furnishes, without charges.
• Up to five (5) dedicated contacts designated by customer in writing that will have access to support services.

Ticket response and resolution goals

• “Business hours” 10am - 7pm IST, Monday to Friday, except holidays.
• “Fix” means the repair or replacement of Software component to remedy Problem.
• “Problem” means a defect in software as defined in YelowXpress’s standard software specification that significantly degrades such software.
• “Respond” means acknowledgement of problem received containing assigned support engineer name, date and time assigned, and severity assignment
• “Workaround” means a change in the procedures followed or data supplied by customer to avoid a problem without substantially impairing customer’s use of the Software.

Accessing support ticketing system

Customer Support offers several ways to resolve any technical difficulties. The online support center (https://yelowsoft.freshdesk.com) is available 24x7 for self-service technical assistance including:

• Information or downloading instructions for software/app updates and patches
• Logging tickets and viewing status of previously submitted tickets
• Viewing updates to supported platforms and hardware
• Accessing product documentation, technical articles, and FAQs

No issues will be addressed by the team if a ticket is not generated for the same from client account on https://yelowsoft.freshdesk.com.

For high severity problems or in cases where you are not able to access the system, client can contact the team via email or send a description of the problem on support@yelowsoft.com