Terms and Condition of Use
eGrove Systems Corporation (CONSULTANT) is the owner and operator of Elite m-Commerce, Elite Site Optimizer and Module Bazaar (“eGrove product”). CLIENT is interested in retaining CONSULTANT and subscribing for the eGrove product for its business needs and CONSULTANT desires to undertake this engagement.
For the purposes of this Agreement, the parties agree that the following terms have these meanings:
“Non-Protected Information” means any information that is already known to the parties prior to this Agreement, any information that is already public or becomes so during the course of this Agreement through no fault of either party; and any information received from a 3rd party that is not related to the parties of this Agreement.
“Confidential Information” means any information or communication in any form, whether verbal, written, graphical, or electronic, including but not limited to, data, documents, processes or methods, drawings or designs, computer programs, formulas, customer lists, vendor lists, business plans, and financial information, as disclosed between the parties for the purpose of this Agreement, EXCLUDING any Non-Protected Information.
The parties agree as follows:
- 1. SERVICES PERFORMED & CONDITION OF USE
CONSULTANT will provide access to his eGrove product on a ‘Subscription’ model with the features and access as provided for the subscription plan chosen by the CLIENT. The implementation of any customized features and other functionalities in eGrove products for the given website domain will be taken care by CONSULTANT as stated in the mutually agreed Statement of Work (SOW). CLIENT is hereby granted a limited, non-transferable and non-exclusive license to access, view and use the software and provide mobile application software to its customers. CONSULTANT is entitled to refuse to accept any subscription or customization service order and this will be notified via email to CLIENT. CONSULTANT also has the right to reject any service or product or offerings or services that do not comply with CONSULTANT’s domain or content policies. EMC mobile software shall not be generated for the websites that do not comply with this domain or content policies. The domain or content policies includes,
- the website or domain name should not be a porn site;
- the website or domain name should not contains offensive language
CONSULTANT reserves the right to display your business name/ customer name/ logo/ website links of subscribers (either paid or trial users)/ customers, on its websites or portfolios or marketing collaterals.
CONSULTANT will perform services at its offices, unless otherwise dictated by CLIENT.
CLIENT can subscribe to the services of CONSULTANT as long as CLIENT needs CONSULTANT’S services. CLIENT is required to subscribe to the services of CONSULTANT for a minimum period of One (1) month as the initial contract period. The license for accessing the eGrove product shall be granted for the duration of the term stated in the above period, as such term may be extended by automatic or agreed upon renewals.
CLIENT is purchasing the licence of eGrove product with one time cost or monthly or yearly subscription cost as provided in the order section of checkout pages. Monthly/ yearly subscriptions will renew automatically every month/ year on the purchase date until cancelled based on the plan.
The other details of ADDONS and Customization services are described and listed in the respective statement of work (SOW) mutually agreed upon. CONSULTANT may reserve the rights to vary subscription fees, the composition of features included within a package, package limits and/or the overage charges applicable to any or all packages by notifying CLIENT with a three months notice period. Such notice will be deemed to have been given by sending an email to the email address mentioned by the CLIENT. Such price changes will take effect at the start of the next Billing Period or from the effective date described in the notice. Until such notice is received, the earlier subscription cost, or usage fees will exist.
CONSULTANT will charge CLIENT’s credit card at the start of each Billing Period for any Subscription Fees due and/or for Overage Charges due for the Billing Period just ended. CONSULTANT reserves the right to refuse requests to pay by bank transfer or other means. In the event that CONSULTANT agrees to accept payment by bank transfer or other means, then cleared funds must be received within 7 days of opening the CLIENT Account, failing which access to the Software may be temporarily suspended. Thereafter cleared funds must be received within 7 days of invoice at the start of each Subscription Period, failing which access to the Software may be temporarily suspended. If CLIENT’s credit card payment fails or CLIENT fails to make any payment by the due date then, sin addition to any other right or remedy available to us, CONSULTANT will be entitled, but not obliged, at CONSULTANT sole discretion, to
- Immediately suspend CLIENT access to the Software,
- Stop providing services to the sites on CLIENT Account if payments are overdue for more than 7 days,
- Terminate CLIENT account and delete all data held on CLIENT Account if payments are overdue for more than 30 days and
- Exercise CONSULTANT’s legal right to claim interest under any applicable law.
All payments are non-refundable. No refunds or credits will be made for partial months of service. All fees are stated exclusive of all taxes, levies or duties imposed by all relevant tax authorities, and CLIENT shall be responsible for payment of all relevant taxes, levies and duties where applicable. CLIENT agrees to pay for any such taxes that might be applicable for the use of the Software. Overage Charges (if any) will be billed in arrears at the end of each Billing Period. If CLIENT cancels Account for any reason, CLIENT will be liable for any Overage Charges incurred during the current Billing Period up to the date of cancellation.
Elite mCommerce: CLIENT shall be responsible to provide the necessary access and collateral information like media files, website access, etc, in order to configure and generate eGrove products by the CONSULTANT for the domain name provided by the CLIENT. CONSULTANT shall not be responsible for managing CLIENT’s server or website or other backend application or CLIENT’s products/ other software installed in the server. The Post-sale support under AMC will be provided only for the features described in the specific product subscription plan. The Post-sale support scope and period for Customization and Add ons will be defined in the respective statement of work (SOW).
Elite Site Optimizer: CLIENT shall be responsible to provide the necessary information like domain name, campaign name, keywords list, branded terms, competitor names and domain URLs, access to software like Analytics, Webmaster Tool etc, in order to configure and generate reports by the CONSULTANT. CLIENT shall provide full access to the ESO software and bots to access the CLIENT’s web server and domain for the purpose of processing and generating reports. CONSULTANT is not responsible for managing CLIENT’s server or website or other backend application or CLIENT’s products/ other software installed in the server.CONSULTANT shall not be responsible for correcting any SEO or similar technical issues identified by the ESO software but can only recommend any changes.
With regard to any work product or any software or reports that CONSULTANT produces, CLIENT and CONSULTANT agree that all intellectual property and ownership rights vest with CONSULTANT. The copyrights to all the content contributed by the CLIENT, within the eGrove product remains with the CLIENT. CLIENT further agrees (i) not to create competitive software; (ii) not to make statements about CONSULTANT’s products or services to anyone without CONSULTANT ’s prior written approval; (iii) not to create or attempt to create by reverse engineering, disassembly, decompilation, or otherwise, internal structure, the source code, file formats or other organization of the eGrove product, or any part thereof, from any object code or information that may be made available to it, or aid, abet or permit others to do so; (iv) except as expressly authorized by CONSULTANT, not to copy the eGrove product, develop any derivative works thereof or include any portion of the eGrove product in any other software program.
All materials displayed or otherwise accessible through eGrove websites (egrovesys.com, elitemcommerce.com, elitesiteoptimizer.com and modulebazaar.com) and eGrove product application are protected by copyright law, and are owned by CONSULTANT or the party accredited as the provider of the Content. Except as granted in the limited license herein, any use of the Content, including modification, transmission, presentation, distribution, republication, or other exploitation of the Website and eGrove product Application or of its Content, whether in whole or in part, is prohibited without the express prior written consent of CONSULTANT. CLIENT acknowledges and agrees that CONSULTANT and/or our licensors own all intellectual property rights of the Website and eGrove product application. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), methods, reports, drawings, charts or any other rights or licenses in respect of the eGrove product. CONSULTANT confirms that they have all the rights in relation to the website and Software Application that are necessary to grant all the rights purported to be granted under, and in accordance with, the terms of this agreement.
CLIENT understands and agrees that CONSULTANT may use contractors to complete any work performed under this Agreement and that such contractors may be located within foreign countries. CLIENT understands and agrees that CONSULTANT may use contractors without notice to CLIENT. CONSULTANT will ensure that any contractors that are used are also bound by the terms of this Agreement.
The parties agree that either party may opt to terminate this Agreement with 7 days prior written notice to the party after the initial contract period. CONSULTANT and CLIENT agree that notice of termination is considered effective on the date that the party receives the written notice and that verbal notice is not sufficient to terminate this Agreement.
CONSULTANT may, at its sole discretion, cancel or terminate your right to use the website, or eGrove product or any part of the website, including any trial plans, or subscription plans at any time without notice, for any reason. In the event of termination, CLIENT shall no longer be authorized to access the EMC website / EMC Mobile app and other associated eGrove product or the part of the website affected by such cancellation or termination. CONSULTANT shall not be liable to any party upon such termination.
In the event that the parties cannot amicably resolve a dispute or damage claim resulting from this Agreement, CONSULTANT and CLIENT agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in New Jersey in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of the parties. If the parties cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the State of New Jersey shall apply to the arbitration proceedings. The parties agree that the arbitrator cannot award punitive damages to either party and agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. CLIENT agrees to not unreasonably withhold review and approval of CONSULTANT’S work. CLIENT understands that failure to review CONSULTANT’S work in a timely fashion can impact the completion timetable of a project. The parties also agree that the arbitrator cannot award punitive damages to CONSULTANT when such delay occurred in delivering the deliverables that are defined for a project.
CONSULTANT understands that CLIENT will be providing CONSULTANT with Confidential Information. Unless compelled to do so by law (see Provision 11), CONSULTANT agrees to treat this information as confidential and will not disclose it to any 3rd parties, nor will CONSULTANT use this information in any other way EXCEPT as is necessary to perform services for CLIENT. This term and/ or this agreement will not restrict CONSULTANT from mentioning the project(s) in the resume of employees and portfolios. CONSULTANT also agrees not to solicit, induce, or attempt to solicit or induce, for the purpose of soliciting their business, any customer of CLIENT with whom CONSULTANT may become acquainted due to this Agreement, for a period of one (1) year following the latter of the execution of this Agreement or the date of completion of any services which CONSULTANT may provide CLIENT as a result of this Agreement. Additionally, CONSULTANT will not accept nor perform work for CLIENT’S customer known to the CLIENT due to this agreement, unless pursuant to a project under this agreement or upon consent of the Client after complete disclosure of any details for the work to be performed during the same one (1) year period prescribed above. CLIENT understands and agrees that this provision does not apply when CONSULTANT already has an existing relationship with any such customer. CLIENT agrees not to engage any employee, consultant or contractor of CONSULTANT during the period of this agreement and one year thereafter without written consent of CONSULTANT.
Prior to the disclosure of one party’s Confidential Information to any agents used by the other party, including but not limited to, consultants and independent contractors, the party using such agents shall obtain a written agreement from each such agent, containing language to the effect that the agent should:
- Hold all Confidential Information in confidence and not use such information for any purpose other than as it relates to discussions between the parties or any subsequent business relationship between the parties, and
- Return any Confidential Information that it has received immediately after it has completed its work for the party.
Upon termination of discussions and/or the business relationship between the parties, the parties agree to deliver to each other any Confidential Information that has been received in some physical form, including, but not limited to, printouts, graphics, and electronic files, within 7 (seven) business days of such termination, unless the parties have agreed otherwise by another, prior written agreement.
The parties agree that neither is liable for the disclosure of Confidential Information if made in response to a valid court order of a court or other authorized government agency; provided that at least 10 (ten) business days notice first be given to the other party.
Both the CONSULTANT and the CLIENT agree that they will not disparage or comment negatively about the other party, including its officers and management, and/or current or former employees.
The parties agree that this Agreement does not create any other relationship or legal interest between the parties, including, but not limited to, any sales contract, license, title, or guarantee of work, except as specified by this Agreement.
The parties agree that the laws of the State of New Jersey govern any conflict regarding the Agreement.
The parties agree that even if a court invalidates a provision of this Agreement, the remaining Agreement provisions are still valid and remain in full effect.
The parties agree that this Agreement completely expresses their mutual intent and that it supersedes any other agreement or representation, oral or written, between the parties.
The parties agree that no modification can be made to this Agreement without another mutual, written agreement.
The parties understand and agree that their assigns and successors are bound by this Agreement.
The parties understand and agree that the headings in this Agreement are included only as a matter of convenience and in no way define, limit or extend the scope of this Agreement or any of its provisions.
By affixing your signature below, you are agreeing to be bound by the terms of this Agreement.