These Terms & Conditions apply to all User License Agreements entered in India.
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Section 1: Licence and Ownership
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Grant of Licence. Subject to Dealer’s compliance with the terms and conditions of this Agreement, GLOBEFKARE SOLUTIONS PRIVATE LIMITED (“Globefkare” for privity) grants to the Dealer a non-exclusive, non-transferable, limited license to use the Services only for Dealer’s internal use for the Term of this Agreement.
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License Restrictions. Dealer has no right to transfer, sublicense or otherwise distribute the Services to any third party. Dealer will not copy or modify the Services, in whole or in part, except as expressly authorized in this Agreement. Dealer will not allow a third party to copy any reports, screenshots or source code related to the Services. Dealer will not lease, lend or rent the Services to any third parties, or otherwise provide or make the functionality of the Services available to any third parties.
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Ownership. Dealer expressly acknowledges that, as between Globefkare and Dealer, Globefkare and VENTA INTERNET SERVICES BV own all worldwide right, title and interest in and to the Services, including all worldwide intellectual property rights therein. Dealer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on the Services as delivered to Dealer.
 
Section 2: Customer Information:
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Dealer may supply or provide Globefkare with access to information relating to Dealer’s customers, including personally identifiable or “non-public personal information”. Dealer and Globefkare each represent and warrant that they have implemented and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality and privacy of the personal information of the Dealer’s Customers and used by Globefkare in the performance of this Agreement. Dealer grants Globefkare a non-exclusive, royalty-free, license to access, copy, and use, solely in connection with providing the Services, any and all Client data (including, but not limited to, Client’s customer information and usage data) created, accessed, generated, retained or processed through any Service performed hereunder ("Dealer Data"). Globefkare acknowledges that Dealer owns all Dealer Data.
Dealer represents and warrants to Globefkare that:-
(a) Dealer has the right to use and grant Globefkare the right to use all Dealer Data and information provided to or accessed by Globefkare in connection with the Services;
(b) Dealer approves and grants to Globefkare the nonexclusive, non-terminable, royalty-free license to use, retain and distribute Dealer Data in connection with other Globefkare products and services, and (c) Dealer has complied in all material respects with all applicable laws and regulations governing the collection, retention, processing, disclosure, security and privacy of the Dealer Data. Dealer understands that certain Dealer Data may be accessed by Globefkare via Dealer’s Customer management system or other data management systems (the “Systems”) and hereby authorizes Globefkare to access such Systems. Globefkare will not be liable for any delay or failure to perform the Services if it is unable to access the Systems or to retrieve the Dealer Data as a result of a cause or condition beyond its reasonable control, including Systems errors or data corruption.
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Section 3: Confidentiality
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Dealer recognizes that Dealer may obtain information under this Agreement relating to Globefkare’s business and Services, which constitutes proprietary, valuable, special and unique trade secrets of Globefkare (collectively “Trade Secrets”). Dealer agrees that Dealer will not, at any time or in any manner, either directly or indirectly, show, copy or allow copies to be made, discuss, divulge, disclose, or communicate in any manner any Trade Secret information to any third party without the prior written consent of an officer of Globefkare. Further, Dealer agrees that Dealer will not, in any form or manner, at any time, copy, design, develop, program, or duplicate any Services. A violation of this paragraph will constitute a material default of this Agreement. This Section will survive termination of this Agreement.
 
Section 4: Compliance with Laws
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Dealer agrees to use the Services in compliance with:(1) all applicable local, state, Central, federal and international laws, statutes, rules, regulations and treaties, (2) all import and export laws and controls applicable thereto, (3) this Agreement, and (4) the conduct of its business. Globefkare is not responsible for providing implementing or configuring the Services in a manner that complies with any laws or regulatory requirements that apply to Dealer’s business or industry. Dealer is responsible for ensuring compliance with all such applicable laws and regulatory requirements. Dealer indemnify and hold harmless Globefkare from any and all claims, costs and expenses arising out of or related to such claims.
 
Section 5: Indemnification
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Dealer agrees to indemnify, defend and hold harmless Globefkare, its affiliates, and their directors, officers, employees and agents from and against all claims, causes of action, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, arising out of or resulting from Dealer’s breach of any representations or warranties set forth in this Agreement, any act or omission of Dealer in connection with collecting, using or disclosing Dealer Data, the negligence or wilful misconduct of Dealer, or Dealer’s use of the Services.
 
Section 6: Disclaimers / Limitation of Liability
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Disclaimer: Globefkare does not warrant that (i) the Services will meet Dealer’s requirements; (ii) the Services will operate in the combinations that Dealer may select for use, or (iii) the operation of the Services will be error-free or uninterrupted or that all errors will be corrected. Globefkare disclaims all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing, usage or trade. No advice or information, whether oral or written, obtained from Globefkare or elsewhere will create any warranty not expressly stated in this agreement.
Limitation of Liability: In no event will Globefkare be liable to Dealer for any special, incidental, punitive or consequential damages (including loss of use, data, business or profits) or for the cost of procuring substitute services arising out of or in connection with this agreement or the use or performance of the services due to technical or non-technical malfunctions, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Globefkare  has been advised of the possibility of such loss or damage. The Dealer and Globefkare have agreed that these limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose. Further, in no event will Globefkare’s liability for damages with respect to the services provided hereunder exceed the aggregate monthly service fees paid by Dealer pursuant to this agreement. The downtime of any services, for whatever reason, is not a breach of this agreement by Globefkare and will not entitle Dealer to any refunds or credits.
 
Section 7: Default
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In the event that Dealer defaults in any of the following ways: (a) by breaching any curable obligation of the User Licence Agreement, including, but not limited to, any payment obligation, and Dealer does not cure that breach within ten (10) calendar days of written notice from Globefkare;
(b) by breaching any non-curable obligation under this Agreement;
(c) by becoming bankrupt or insolvent;
(d) by ceasing or threatening to cease to carry on Dealer's business;
(e) by making or proposing to make any sale of Dealer’s assets in bulk or out of the ordinary course of Dealer’s business; or
(f) if Globefkare, in good faith, deems Dealer’s continued performance hereunder to be insecure, Globefkare may pursue any one or more of the following remedies:
(1) suspend all Services;
(2) declare all amounts due and to become due under the Agreement, immediately due and payable;
(3) terminate any or all licenses granted pursuant to this Agreement and demand that Dealer immediately cease use of all Services; and, in the event that Dealer does not voluntarily comply with such demand, Globefkare may take measures to disable the Services remotely;
(4) terminate this Agreement;
(5) retain all or such portion of payments made by Dealer hereunder as may be necessary to compensate Globefkare for any damage, loss, liability, cost or expense caused by such default, and receive any additional payments from Dealer as may be necessary to compensate Globefkare as described herein; and/or
(6) pursue any additional or alternative remedies available at law or in equity. Dealer agrees to reimburse Globefkare for any and all expenses, including reasonable attorneys' fees, that Globefkare may incur in collection of amounts due under this Agreement, in undertaking the remedies provided for by this Agreement, and in the enforcement of this Agreement.
 
Section 8: Liquidated Damages:
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Globefkare and Dealer stipulate and agree that, in the event of a default by Dealer, Globefkare is entitled to damages for breach of contract. Globefkare and Dealer stipulate and agree that Globefkare will be entitled to liquidated damages in an amount equal to 70% of the total fees otherwise payable by Dealer during the Term that would have remained after default (except that, if the applicable Term has less than six months remaining, Dealer agrees to pay 70% of six months of such fees). These liquidated damages are a compromise which Dealer and Globefkare have determined to be fair and reasonable in view of the respective harm to Globefkare and Dealer and the difficulties of proof of loss and the impracticality of determining same. The liquidated damages apply only for damages related to fees which accrue after default.  Globefkare and Dealer stipulate and agree that this provision does not constitute a penalty. In addition to the liquidated damages, Globefkare will be entitled to all damages attributable to Dealer’s default which are not based upon fees due after default, including, but not limited to, any one-time license or set-up fees, any fees for Services provided prior to default, and any damages relating to Client’s breach(es) of Sections 5, 6 or 8 above or Section 14 below.
 
Section 9: Joint & Several Liability
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The Parties acknowledge and agree that each individual dealership location that uses Services under this Agreement is jointly and severally liable for the entire contractual obligation of Dealer hereunder. Dealer represents that the person executing the Agreement on behalf of Dealer is authorized to bind Dealer and each such dealership location to this acknowledgement of joint and several liability, and that no further signatures are required.
 
Section 10: Respect for Personnel
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Dealer acknowledges and agrees that Globefkare’s personnel have been acquired and trained by Globefkare at considerable expense. Throughout the Term and for a period of one (1) year following the expiration or termination of this Agreement, Dealer will not knowingly solicit for employment or employ any employee of Globefkare until the expiration of one (1) year following such employee’s termination of employment with Globefkare. If Dealer fails to abide by the restrictions contained herein, then Dealer agrees to pay to Globefkare a placement fee of one hundred fifty percent (150%) of the former employee’s total gross earnings during the employee’s last twelve (12) months of employment by Globefkare, which Dealer will pay to Globefkare within ten (10) days of demand.   
 
Section 11: Force Majeure
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Neither Party will be liable for a delay or failure to perform under this Agreement which is due to an act of God, act of war, governmental act, labour dispute, outbreak of Pandemics, riot, terrorism, power supply or telecommunications failure, or any other causes, contingencies, or circumstances not subject to such Party’s reasonable control.
 
Section 12: Independent Contractors.
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Dealer and Globefkare are independent contractors and will not be deemed to be partners, joint ventures or each other’s employees or agents. Dealer is not authorized to create or assume any obligation in Globefkare’s name or on its behalf for any purpose.
 
Section 13: Miscellaneous
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Entire Agreement. The Agreement will be effective and binding only when executed by an authorized representative of both Parties. This Agreement, including any amendments hereto, contains the entire understanding between the Parties. This Agreement supersedes all prior agreements and understandings, written or oral, between the Parties regarding the subject of this Agreement, and may not be changed or terminated orally. No change, termination, or attempt to waive any of the provisions hereof will be binding unless in writing and signed by an authorized representative of both Parties. No prior representations or statements, written or oral, will be deemed to be a part of this Agreement unless specifically set forth herein. Dealer hereby acknowledges that any and all representations made by Globefkare, Venta Internet Services BV, and any of their respective employees or agents, either orally or in writing, which are not specifically included in the terms and conditions of this Agreement, are not material to this Agreement and are not binding upon Globefkare.
 
Governing Law: This Agreement shall be governed and interpreted by the laws of India. 
 
Limitation. No action, regardless of form, arising out of transactions under this Agreement may be brought by either Party more than one (1) year after the cause of action has occurred. This limitation will not apply to collection of any accrued amounts or liquidated damages owed by Dealer to Globefkare.
 
Severability: If any of the provisions or portions of this Agreement are determined to be invalid or unenforceable, such invalid provisions or portions will be severed from this Agreement, and all other provisions hereof will remain in full force and effect. Further, the Parties expressly agree that in the event any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth herein
will remain in full force and effect.
 
Assignment. Dealer will have no right to assign this Agreement, in whole or in part, by operation of law or otherwise, without Globefkare’s express prior written consent. Any attempt to assign this Agreement without such consent will be null and of no effect. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and each of their respective successors and permitted assigns. Globefkare
may freely assign this Agreement.
 
Survival. Any terms of this Agreement, which by their nature extend beyond its termination, cancellation or expiration, remain in effect untilfulfilled and apply to respective successors and permitted assignees.
 
Waiver. Forbearance or indulgence by either Party in any regard will not constitute a waiver of the terms or conditions to be performed under this Agreement and until the performance of the terms or conditions is complete, the other Party may invoke any remedy available under this Agreement or by law, despite the forbearance or indulgence.
 
Notice. Any notice required or permitted to be sent under this Agreement will be delivered by hand, or mailed by certified mail, return receipt requested, proper postage prepaid, or by Courier addressed to the address of the applicable Party set forth in this Agreement. Notice so sent will be deemed effective upon receipt or refusal to receive. A Party may change its notice address by complying with the notice provisions of this paragraph.
 
Construction / Electronic Signatures. The Parties waive any common law or statutory rule of construction that ambiguity should be construed against the drafter of this Agreement and agree that the language in all parts of this Agreement will in all cases be construed as a whole, according to its fair meaning. Electronically transmitted signatures will be deemed originals for all purposes relating to this Agreement. Delivery of a copy of this Agreement signed by both parties in original or bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.