Agreement

Subscription Agreement

 

This Subscription Agreement is made on [AGREEMENT DATE] (the "Effective Date") between-

 

LOGISTIFIE LTD, Registered office address 5 St Helena Avenue, Newton Leys, Bletchley, Buckinghamshire, England, MK3 5FJ

 

and

 

[PARTY NAME], Registered office address [OFFICE ADDRESS].

 

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

1. Term. This agreement begins on the Effective Date and will continue until terminated (the "Term").
2. Grant of License to Access and Use Service. Company hereby grants to Customer, including to all Customer’s Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the service (the “Service”) solely for Customer's internal business operations in accordance with the terms of this agreement and the Company's online terms & conditions.
3. Support Services
   • Initial Support. From the beginning on the Effective Date, Logistfie Ltd will be supporting and at Company's expense, Company will provide Customer with-
4. telephone or electronic support during Company's normal business hours in order to help Customer correct problems with the Software, and
5. internet-based support system generally available five days a week, 8 hours a day. 
   • Renewed Support. There is no need of renewal of support as company always support for software operating related free of cost.
6. Service Levels
   • Applicable Levels. Company shall perform the Services to meet or exceed the service levels.

 

• Errors in Services. Any errors or omissions, customer shall provide error with information and adjustments in the Services for any errors or omissions in the Services.
• Delays in Services Company shall use reasonable efforts to avoid and remedy in delay in the Services.

5. Data Protection. Company shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information. 
6. Data Privacy. Company may collect, use and process Customer's data only accordance with Company's online privacy policy.
7. Confidentiality Obligations. The parties continue to be bound by the terms & condition available on Logistifie website on Logistifie.com.
8. Fees. Customer will pay Company a monthly subscription fee of £[SUBSCRIPTION FEE AMOUNT] (the "Subscription Fee") for the Service.

 

9. Customer Restrictions. Customer will not:
   • distribute, license, loan, or sell the Software or other content that is contained or displayed in it.
   • modify, alter, or create any derivative works of the Software.
   • reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.
   • remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.
   • upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. 
10. Export Compliance. Customer shall be solely responsible for obtaining all licenses, Permits or authorizations as required from time to time by the United Kingdom and any other government for any export.
11. Termination
    • Termination on Notice. Customer may terminate this agreement for any reason on 30 days’ notice to Company.
    • Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
12. the other party fails to perform, has made, or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
13. the failure, inaccuracy, or breach continues for a period of 30 days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
    
    
    • Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12-month period. 
14. Effect of Termination
    • Pay Outstanding Amounts. Customer shall immediately pay to Company all amounts outstanding as of the date of, and any amounts outstanding because of, termination.
    • Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
    • Recovery of Data. Customer will have 30 days from the date of termination to retrieve any of data that Customer wishes to keep.
15. Indemnification
    • Indemnification by Company.
16. Indemnification for Infringement Claims. Company shall indemnify Customer against all losses and expenses arising out of any proceeding
17. brought by a third party, and
18. arising out of a claim that the Service infringe the third party's Intellectual Property rights.
    • Notice and Failure to Notify
19. Notice Requirement. Before bringing a claim for indemnification, Customer shall
20. notify Company of the indemnifiable proceeding, and
21. deliver to Company all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
22. Failure to Notify. If the Customer fails to notify Company of the indemnifiable proceeding, Company will be relieved of its indemnification obligations.
    • Exclusive Remedy. Customers' right to indemnification is the exclusive remedy available with respect to a claim of indemnification.

 

14. Limitation on Liability
    • Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
    • Maximum Liability. Neither party's liability under this agreement will not exceed the fees paid by under this agreement during the 12 months preceding the date upon which the related claim arose.
15. General Provisions
    • Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
    • Amendment. This agreement can be amended only by Logistifie LTD by a written email reminder.
    • Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.
    • Notices
16. Method of Notice. The parties will give all notices and communications between the parties in writing by
    (i) By Email – An email may send to the customer.

(ii) a nationally recognized, next-day courier service,

(iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party's address for the purposes of this section.

1. Receipt of Notice. A notice given under this agreement will be effective on
2. the other party's receipt of it, or

Immediately if sent by email.

1. if mailed, the earlier of the other party's receipt of it and the fifth business day after mailing it. 
   • Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of the State of [United Kingdom], without regard to its conflict of laws rules.
   • If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
   • The failure or neglect by a party to enforce any of the rights under this agreement will not be deemed to be a waiver of that party's rights. 
   • Force Majeure. A party will not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
2. beyond the reasonable control of a party,
3. materially affects the performance of any of its obligations under this agreement, and
4. could not reasonably have been foreseen or provided against, but

 

will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

 

 

This agreement has been signed by the parties.

 

 

Signature Behalf of Logistifie Ltd                                                                                Signature by Party

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Sumit Sinha

Director