End User License & Services Agreement 2020-03-14T09:21:13+00:00

Sectona End User License & Services Agreement

PLEASE READ END-USER LICENSE & SERVICES AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) CAREFULLY BEFORE USING OR TRYING TO ATTEMPT TO USE SPECTRA PRIVILEGED ACCESS MANAGEMENT SOFTWARE (HEREAFTER REFERRED TO AS THE “SOFTWARE”).

This Sectona End User License & Services Agreement (“Agreement”) is a legal agreement between you, either as an individual, company or other legal entity (in any capacity referred to herein as “End User”, “You” or “Your”) and Sectona Technologies Pvt. Ltd., an Indian corporation or any other Sectona affiliate (collectively “Sectona”). If You are accepting this Agreement on behalf of Your company or organization, You confirm that You are authorized to accept these terms on behalf of such company or organization. This Agreement governs your use of: (a) Sectona software, including updates and upgrades (“Software”), whether purchased as a perpetual license, a subscription offering, for evaluation, or a combination of the foregoing; (b) user manuals or written instructions provided by Sectona to end users of the Software (“Documentation”); (c) Support Services, as defined in Exhibit A; and (d) professional services (“Professional Services”). Support Services and Professional Services are collectively referred to as “Services.”

THE SOFTWARE, DOCUMENTATION AND SERVICES ARE PROVIDED BY SECTONA AND CERTAIN THIRD PARTIES, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, ANY REFERENCED THIRD PARTY AGREEMENTS AND ANY RIGHTS, OBLIGATIONS, AND LIMITATIONS SET FORTH HEREIN. BY OPERATING, DOWNLOADING, INSTALLING, REGISTERING OR OTHERWISE USING THE SOFTWARE, DOCUMENTATION AND SERVICES, YOU ARE EXPRESSLY AND EXPLICITLY ACKNOWLEDGING AND AGREEING THAT YOU HEREBY AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT OPERATE, DOWNLOAD, INSTALL, REGISTER, OPT-IN OR OTHERWISE USE THE SOFTWARE, DOCUMENTATION OR SERVICES.

1. DEFINITIONS

  1. “Software” will be defined as (a) the object code of the computer program and all supporting module programs created by Sectona with (b) the object code versions of any enhancements, improvements, new releases and other modifications to such computer programs provided to the Partner pursuant to the terms of this Agreement. (c) The software product as specified in Exhibit-A.
  2. “Purchase Price” will be defined as the full purchase price or the first subscription payment price, of the Software, whichever is applicable, as listed on Sectona’s Master Price Sheet. The Purchase Price is decided at Sectona’s sole discretion and may be changed at any time for which due notification will be provided to the Partner.
  3. “Documentation” will include all the documents annexed with this Agreement below as Annexure and shall include (a) the user manuals, training manuals, and all other text prepared for the Customer of the Software and (b) all text distributed to, and intended for the education of, the Partner concerning Sectona and its Software and related products and services. “Documentation” also includes documentation made generally available by Sectona for use with the Software, whether published on-line or provided in hard copy. Documentation shall include any updated Documentation that Sectona provides with Updates.
  4. “End User or Customer” – is defined as a third party individual, business or governmental customer which has purchased the Software from Sectona for the Customer’s internal business or personal purposes, which may include the provision of services, but not for redistribution or resale except as provided in the End User License Agreement.
  5. “Trademarks” – All marks associated with Sectona, its business, Software and/or products including trademarks, trade-names, service marks and/or service names, slogans, logos, designs, and other similar means of distinction.
  6. “Purchase Order”, ‘PO” means a valid purchase order for Products and/or Services placed with Sectona / Authorized Partner / Distributor
  7. “Services” means (i) ‘consulting services’ (professional consulting services which may be furnished by Sectona or its representative to You in Accordance with this agreement); and/or (ii) ‘Product Maintenance’ related services (those services pertaining to the support and maintenance of Products); and/or (iii) ‘training services’ (training services listed in the then-current Sectona course catalog.
  8. “License Term” means the period for which the Software is licensed to Customer, which may be a fixed period of time or perpetual, as set forth on an applicable Schedule.
  9. “Maintenance Period” means any period during the term of this Agreement during which Sectona makes Maintenance available to Customer. The first Maintenance Period commences on the Delivery Date, and each additional Maintenance Period commences on the anniversary date of such Delivery Date. Each Maintenance Period shall have a term of one year, unless otherwise set forth in an applicable Schedule.
  10. “Reseller” means any independent value added reseller (VAR) or partner authorized by Sectona to distribute Sectona software and/or services to Customer.
  11. “Software License” means a license granted to Customer under this Agreement with respect to the Software.
  12. “Update” means any revision, adaptation, enhancement or new version of the Software that Sectona makes available at no additional charge to Customers that purchase Maintenance for the affected Software.
  13. “User” means an employee or contractor of Customer or its affiliates, partners, service providers and associates to whom Customer provides access to the Software or the Subscription Service, the number or other limitations of which are set forth on an applicable Schedule.

2. LICENSE GRANT. Subject to the terms and conditions of this Agreement and the PO , Sectona hereby grants Customer a nonexclusive, non-transferable, without right to sublicense, worldwide, license to use the Software in executable code form, and Documentation for use in the course of Customer’s business operations and for all customer’s own internal business purposes, including but not limited to processing Customer’s own information and that of your customers and clients as part of your business (the “License”). The License includes specified rights with respect to certain open source software (“OSS”) and third party software (“Third Party Code”) to the extent Sectona is permitted to grant such rights.

  1. Licensed Units. The Licenses granted to Customer under this Agreement are limited to the number of licenses designated on the PO (“Licensed Units”). If Customer wishes to increase the number of Licensed Units, Customer shall notify Sectona and submit an additional PO for the incremental number of licenses. Fees due to Sectona for incremental Licensed Units will be based on the mutually agreed price per Licensed Units. Customer may reproduce the Software and Documentation only as necessary to use the Software as licensed above and to make a reasonable number of copies for back-up and archival purposes. Customer shall only make exact copies of the versions as originally delivered by Sectona. All such copies, including any partial copies, constitute Software.
  2. Subscription License. If the Order provides for a Software subscription license, the Software is licensed for a specified period of time and includes Support Services for the licensed period (“Subscription Term”) and will commence on the date you are notified of availability of the Software for electronic download. To extend the Subscription Term, you must renew or purchase additional Licensed Units prior to the expiration of the current Subscription Term.
  3. Evaluation Software. If Your License permits use of the Software only for your internal demonstration, test or evaluation purposes (“Evaluation Software”), then, unless extended or converted to a perpetual or subscription license, your License will terminate at the end of the evaluation period.
  4. Perpetual License. If the PO provides for a perpetual license, the Software is licensed on a perpetual basis and will commence on the date you are notified of availability of the Software for electronic download.

3. RESTRICTIONS. Customer may not sublicense, assign or otherwise transfer this Agreement, the Software, Documentation, Services or any rights or obligations hereunder without prior written consent from Sectona. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder without such consent is void. The Software, Documentation and Services contain trade secrets, and in order to protect them, Customer may not decompile, reverse engineer or disassemble the Software, or otherwise reduce the Software to a human perceivable form. Customer may not translate, lease, loan, resell for profit, distribute, or create derivative software based on all or any part of the Software. Customer shall not sublicense or use the Software or Subscription Service for commercial time-sharing, rental, outsourcing, application or managed service provision, or service bureau use, or to train persons other than Users, unless previously agreed to in writing by Sectona. Customer may not create, develop, or use any software or services to circumvent or otherwise gain access in a manner that would violate any technical restrictions on the Software. Customer may not use the Software, Documentation or Services for the purpose of determining performance information or analysis, or for competitive information or analysis (including, without limitation, any benchmarks, opinions, competitive or relative information, or results determined during such use) or disclose or publish such performance information or analysis, or competitive information or analysis without the prior written consent of an authorized Sectona official. Customer will promptly notify Sectona of any unauthorized disclosure, reproduction, or distribution of the Software or Documentation, which comes to Your attention, or which Customer reasonably suspect.

4. Payment

  1. Fees. License & Services fees as mutually agreed between the Parties and stated in the fees Schedule attached in this agreement.
  2. Payment. Fees for subscription Software, and/or Support Services will be billed in advance as specified in the applicable PO. Subscriptions added during the Subscription Term will be pro-rated and billed for the remainder of the current Subscription Term. Fees for Professional Services will be billed as specified in the applicable PO. You will pay all amounts due and invoiced within the period specified in the invoice.
  3. Suspension of Subscription and / or Services. In the event that payment is 60 or more days overdue, in addition to any of its other rights or remedies, Sectona reserves the right to suspend the subscription and applicable Software and/or Services, including suspending any licenses granted to the Customer. In the event that there is a period of time (“Interval”) between the expiry of any Maintenance Period and the commencement of any subsequent Maintenance Period, Sectona shall require payment in full of maintenance fees for such Interval, prior to commencement of the subsequent Maintenance Period.
  4. Taxes. All fees listed in the PO are exclusive of any taxes. You will be responsible for all taxes, including sales or use tax, VAT, GST, export or import taxes, excluding taxes on Sectona’s net income.

5. TITLE AND OWNERSHIP. The original and any copies of the Software and Documentation, excluding OSS and Third Party Code, and accompanying documentation, in whole or in part, including translations, compilations, partial copies, modifications, enhancements, customizations, revisions, derivative works, updates, and the results of any Services, whether made pursuant to this Agreement or a separate statement of work (“SOW”), are the property of Sectona and, where applicable, third parties, including but not limited to Oracle India Private Limited, are protected by Indian and international copyright, patent, trade secret and other laws and treaty provisions. The License is not a sale and does not transfer to Customer any title or ownership interest in or to the Software, Documentation, Services or any patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights related to the Software, Documentation, Infrastructure or Services. All rights, title and interest in and to the Software, Documentation and Services, excluding OSS and Third Party Code, remains with Sectona. The OSS and Third Party Code is subject to third party licenses and to the Warranty Disclaimer and Limitation of Liability set forth below. Customer may not remove, alter, or obscure any proprietary notices contained on or within the Software or Documentation and shall reproduce such notices on any back-up copy of the Software and Documentation.

6. DELIVERY AND ACCEPTANCE. ALL SOFTWARE PROVIDED HEREUNDER WILL BE DELIVERED ELECTRONICALLY. Sectona provides evaluation licenses of its products for testing and pre-acceptance before purchase. Thus, all Software will be deemed to be delivered and accepted, meaning the Software operates in substantial conformity to the Documentation, upon transmission of a notice of availability for download and customer’s subsequent downloading, installing, operating, registering or otherwise using the Software.

7. PATENT AND COPYRIGHT INFRINGMENT.

  1. Should third parties enter claims against Customer for infringement of their alleged proprietary rights in relation to software, services and deliverables supplied by Sectona and their contractual utilization by Customer in accordance with this Agreement and pertinent documentation, Sectona shall indemnify Customer in respect of all costs and fees required for Customer’s defense and pay for any final judgment entered against Customer with respect to any final and absolute decisions of the courts or by a judicial or extrajudicial settlement.
  2. Should a Software, Services and Deliverables infringe third parties’ proprietary rights according to a final decision of the courts or in the view of the Sectona, then Sectona may at its expense and sole discretion, modify or replace the Software, Services and Deliverables in question so that the said proprietary rights are no longer infringed, or procure for Customer the right of continued contractual utilization. If such measures do not achieve the desired result and if the infringement of the proprietary rights is established by a final decision of the courts or a judicial or extrajudicial settlement, Customer shall have the right to terminate the agreement immediately.

8. REPRESENTATIONS AND WARRANTIES.

  1. Sectona further represents and covenants as follows:
    1. It has the requisite experience, expertise, manpower, required to efficiently supply Software, Services and Deliverables to Customer;
    2. Sectona warrants that in providing Software, Services and Deliverables it shall proceed carefully and with reasonable skill care and diligence, in accordance with high professional standards and as per the requirements as agreed in the PO or in this Agreement;
    3. The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of the Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
    4. This agreement constitutes, or when executed, will constitute, a legal, valid and binding obligation on the Sectona, enforceable against it in accordance with its terms;
    5. It has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Authority which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
    6. It has compiled with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have, or may have, a material adverse effect on its ability to perform its obligations under this Agreement;
    7. It will perform its obligations under this Agreement in compliance with all-applicable and enforceable laws, ordinances and regulations and will obtain and maintain in full force and effect, any permits, licenses, consents, approvals and authorizations necessary for the performance of its obligations hereunder;
    8. The Sectona hereby warrants, represents, covenants and agrees that it shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the Indian Prevention of Corruption Act and all other similar laws in any applicable jurisdiction (“Anti-Corruption Laws”), in connection with the performance of any Services for the Customer. The Sectona further warrants, represents, covenants and agrees that, in connection with the performance of Services, if any, it shall not engage into an act of inducing such official, employee, political party or candidate to do or omit to do any act in violation of the lawful duty of such official, employee, political party or candidate, or securing any improper advantage for obtaining/ maintaining business for the Customer.
  2. Customer represents and warrants that:
    1. It shall not transfer the software license/ rights granted to it under this Agreement to any third party except as agreed herewith;
    2. It receives no rights to and will not sell, assign, lease, market, transfer, encumber or otherwise suffer to exist any lien or security interest on, nor allow any third person, firm, company or other entity to copy, reproduce or disclose the Software, whether in whole or in part, in any manner whatsoever.
    3. All rights not specifically granted in this Agreement, including Copyrights, are reserved by Sectona.
    4. Its Authorized User(s) shall access the Software only through the Authorized User(s)’ Login and shall not compromise the username and password with any third party.
    5. It shall comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the Software, nor the OSS and Third Party Code, nor any programs provided to the Customer by Sectona, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws.
    6. It shall permit Sectona to, with reasonable prior notice, audit the Customer’s use of the Software, and provide reasonable assistance and access to information in the course of such audit and permit Sectona to report the audit results to Oracle India Private Limited and other third parties or to assign Sectona’s right to audit the Customer’s use of the Software to Oracle India Private Limited and other third parties.
    7. It understands and agrees that some programs may include source code that Oracle India Private Limited may provide as part of its standard shipment of such programs, which source code shall be governed by the terms of this Agreement.
    8. It understands and agrees that third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the application package documentation or as otherwise notified by Sectona and that such third party technology is licensed to the Customer only for use with the application package under the terms of the third party license agreement specified in the application package documentation or as otherwise notified by Sectona and not under the terms of this Agreement.

9. CONFIDENTIALITY & NON DISCLOSURE

  1. Confidential Information. Each party may have access to information of the other party that is confidential and/or proprietary (“Confidential Information”). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential (whether disclosed in writing, orally or by inspection of tangible objects). Sectona’s Confidential Information shall include, but not be limited to, the Software, Subscription Service, Documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the terms and pricing under this Agreement, and the results of any comparative or other benchmarking tests with respect to the Software or Subscription Service, in each case regardless of whether such information is identified as confidential. Confidential Information includes all information received from third parties that either party is obligated to treat as confidential and oral information that is identified by either party as confidential. Sectona acknowledges and agrees that, in the course of its engagement by Customer, Sectona may receive or have access to Customer’s data including Personal Information.
  2. strong>Exceptions. A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information. In addition, Section 10 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by customs authorities, regulators including Government Authorities having powers to seek such information, law enforcement agencies, investigating agencies, or other similar entities by law, or valid order of a court or other governmental authority; provided, however, that the responding party shall first have given notice to the other party to enable the disclosing party to seek a protective order or take other appropriate action. If confidential information is required to be disclosed pursuant to a requirement of a legal process, the Party required to disclose the confidential information, to the extent possible, shall provide the other Party with timely prior notice of such requirement and shall coordinate with such other Party in an effort to limit the nature and scope of such required disclosure.
  3. Restrictions. Unless otherwise required by applicable law or as exempted in this Agreement, the parties shall not make each other’s Confidential Information available in any form to any third party (except third parties who are Users) or use each other’s Confidential Information for any purpose other than as authorized under this Agreement. Each party shall take all commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement. The parties shall hold each other’s Confidential Information in confidence both during the term of this Agreement and thereafter. Each party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section 9 and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to obtain immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement.

10. PROFESSIONAL SERVICES. Any Professional Services, training or other requirements not expressly included in a PO or separate SOW signed by the parties are outside the scope of this Agreement and will only be provided for additional fees. Fees for such items are payable as specified in the applicable Order and unless otherwise specified will be due upon receipt of invoice. Changes in any SOW will be effective only if a change order request is signed by both parties.

11. SUPPORT SERVICES. Provided Customer has purchased Support Services for the Software, Customer will be entitled to receive the services outlined in the Software Maintenance Agreement, attached as Exhibit A to this Agreement.

12. CONSENT TO COLLECTION AND USE OF DATA.

Sectona may collect personal information including Internet Protocol (IP) addresses or other unique identifier information associated with the Software and/or Services, including data Customer provide upon registering for a Sectona account. Sectona will also collect information regarding the number of active licenses used by Customer. This data will be used for providing Support Services and to ensure Customer has the appropriate number of licenses.

13. TERM AND TERMINATION

  1. Term. Customer may begin exercising the rights granted to Customer under this Agreement upon accepting the terms and conditions of this Agreement. Customer may continue to exercise the rights granted under this Agreement so long as Customer continue to comply with the terms and conditions of this Agreement. Notwithstanding the foregoing, either party may terminate this Agreement with 90 days’ prior written notice to the other party. In the event of termination of this Agreement, Customer must, on or before the effective date of termination, remove the Software, destroy the Software and certify such destruction, or return the Software to Sectona, including all copies of the Software and any associated documentation. Unless otherwise stated in this Agreement, any fees and payments paid by Customer to Sectona under this Agreement are not refundable, even if either party terminates this Agreement.
  2. Termination by Either Party for Insolvency or Bankruptcy. Either party may terminate this Agreement by written notice to the other party if the other party becomes insolvent; applies for or consents to the appointment of a trustee, receiver or other custodian; makes a general assignment for the benefit of its creditors; initiates any bankruptcy, debt arrangements, or other case or proceeding under any bankruptcy or insolvency law; or becomes subject to any dissolution or liquidation proceedings acquiesced to by such party or not dismissed after sixty (60) days.

14. CONSEQUENCE OF TERMINATION.

In the event the Agreement is terminated, the following shall be the consequences:

  1. All Sectona’s rights under this Agreement shall cease and no payment whatsoever shall be due to the Sectona for loss of goodwill, anticipated profits;
  2. The provisions of this Agreement shall, to the extent stated or necessarily implied, survive the termination thereof;
  3. Cancellation, termination or expiration of this Agreement shall not relieve or release either Party from making payments which may be owing to the other Party under the terms of the Agreement.
  4. Upon termination of this Agreement each party shall, within fifteen (15) calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control. Should Parties determine that the return of any Confidential Information is not feasible; such party shall destroy the Confidential Information and shall certify the same in writing within fifteen (15) calendar days from the date of termination to the other party.

15. SURVIVAL. Those provisions regarding title and ownership, confidentiality, feedback, warranty statement and disclaimer, governing law and jurisdiction and limitation of liability in this Agreement shall survive any termination.

16. WARRANTY

  1. Limited Warranty. Sectona warrants, for a period of thirty (30) days following delivery or shipment (the “Warranty Period”), that the Products will perform substantially in accordance with the specifications in the documentation shipped with the Products. Sectona’s sole obligation and Customer’s sole remedy for any breach of the foregoing warranty is to repair or replace the Products, provided however that if Sectona, in its sole discretion, determines that it is not able to repair or replace the Products, Sectona shall refund to Customer that portion of the purchase price paid for the Products that is obligated to refund to the Customer as a result of such breach of warranty. As a condition to the foregoing warranty, the Customer must provide Sectona with written notice of such Error within the Warranty Period. Misuse or modification of the Product by Customer, Channel Partner or any third party will void all warranties.
  2. Exclusion of Warranty. The above Limited Warranty will not apply if: (i) the Software is not used in accordance with this Agreement or the Documentation, (ii) the Software or any part thereof has been modified by any entity other than Sectona or (iii) a malfunction in the Software has been caused by any equipment or software not supplied by Sectona.

17. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF OBTAINING SUBSTITUTE GOODS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INFRINGEMENT INDEMNIFICATION & CONFIDENTIALITY BREACH, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SECTONA, ITS SUPPLIERS, RESELLERS AND DISTRIBUTORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEPT AS RELATED TO THE INDEMINIFICATION PROVISIONS OF THIS AGREEMENT, EXCEED THE AMOUNT OF MONEY PAID BY YOU FOR THE SOFTWARE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

18. INDEMNIFICATION. Sectona, shall indemnify, defend, and, at its option, settle any claim, suit or proceeding brought against Customer:

  1. based on an allegation that the Software infringes upon any patent or copyright of any third party (“Infringement Claim”). Sectona will have sole control over the defense or settlement of any Infringement Claim, and Customer will provide reasonable assistance in the defense of the same.
    1. Following notice of any Infringement Claim, or if Sectona believes such a claim is likely, Sectona may at its sole expensive and option: (i) procure for Customer the right to continue to use the alleged infringing Software; or (ii) replace or modify the Software to make it non-infringing.
    2. Sectona assumes no liability for any Infringement Claims or allegations of infringement based on: (i) Customer’s use of Software after notice by Sectona, that customer should cease use of the same due to an Infringement Claim provide that the Sectona has along with such notice provide the Customer has complied with Clause 19.a.ii above; (ii) any modification of the Software made by Customer without knowledge of Sectona .
  2. Claims by government regulators or agencies for fines, penalties, sanctions or other remedies arising from or in connection with Sectona’s failure to comply with its regulatory requirements;
  3. Any claim on account of an alleged breach of confidentiality and security of data occurring as a result of acts of omissions or commission of Sectona’s employees or sub-contractors;
  4. Any claim occurring on account of misconduct, negligence or wrongful acts of omission and commission of employees of Sectona, and/or its subcontractors;
  5. Any claim occurring on account of misuse or negligent application, misuse of systems, failure to follow established procedure by Sectona’s and/or Sub-contractor’s employees.

19. COMPLIANCE WITH LAWS. Each party will be responsible for compliance with all applicable laws and government regulations in the process of marketing, delivering and/or using the Software, Documentation and Services.

20. PRESS RELEASES. Except as prohibited by law or with respect to government organizations, Sectona may use Your or Your company’s name and logo in Sectona’s marketing program including use on Sectona’s company website, marketing literature, and in press releases.

21. ASSIGNMENT. This Agreement may not be assigned by either of the parties by operation of law or otherwise, without the prior written consent of the other party, which consent will not be unreasonably withheld. Such consent is not required in connection with the assignment of the Agreement pursuant to a merger, acquisition or sale of all or substantially all of the assigning party’s assets. However, to the extent not prohibited by applicable law, Sectona hereby designates Oracle India Private Limited as a third party beneficiary of this Agreement.

22. ENTIRE AGREEMENT. This Agreement constitutes the final, complete, and exclusive understanding and agreement between Sectona and You relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, and communications, and/or advertising with respect to such subject matter. This Agreement cannot be amended, modified, or waived, unless done so in writing and signed by an authorized Sectona representative.

23. SEVERABILITY. If any term or provision of this Agreement is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain valid and in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. Provisions herein, which by their nature extend beyond termination of the Software license, will remain in effect until fulfilled.

24. GOVERNING LAW & JURISDICTION. This agreement and any matter relating thereto shall be governed by the law/s for the time being in force in India. Any dispute or difference which may arise out of, or in connection with, this Agreement, shall be settled or resolved by direct negotiations between Customer and Sectona. If, after 45 days, such dispute or difference has not been resolved or settled to mutual satisfaction, either party shall be free to seek appropriate legal remedies, including, but not limited to, initiating appropriate legal proceedings. The parties agree to be subject to the exclusive jurisdiction of the courts at Mumbai, India.

25. REFERENCE AND ORDER OF PRECEDENCE. If there is an inconsistency between the terms of this Agreement, the terms of the Software Maintenance & Support Agreement, Documentation, PO,, Invoice, the Privacy policy and the terms of the use of the website, to the extent of inconsistency, such conflict or inconsistency will be resolved by giving precedence to the provision to the terms of this Agreement and the same shall prevail over all other Software Maintenance & Support Agreement, Documentation, PO, Invoice, the Privacy policy and the terms of the use of the website, or any other agreements/ documents.