SOFTWARE LICENSE AGREEMENT

The aforementioned parties shall also be known collectively as “Parties” and individually as a “Party”.

THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). TAKING ANY STEP TO USE AND/OR LOG-IN TO THE SOFTWARE CONSTITUTES LICENSEE’S ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. LICENSEE’S USE OF THE SOFTWARE IS EXPRESSLY MADE CONDITIONAL ON LICENSEE’S ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IT MUST IMMEDIATELY CEASE ALL USE OF THE SOFTWARE.

WHEREAS, Licensor has developed a web based personal finance software (the “Software”). The Software is aimed at helping financial advisors and financial planners provide financial advisory services to their clients.

WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows:

1. DEFINITIONS

• Business Day means 10.00 a.m – 6.00 p.m on any day (other than a Saturday, Sunday or a public holiday) when Licensor’s office is open for business.
• Client means any Person who is availing the services of the Licensee and who have been granted access to the Software by the Licensee.
• Confidential Information means any proprietary information of either Party disclosed to the other Party hereto including without limitation, information relating to either Party’s products, technology, know-how, specifications, and concepts; as well as information of business and commercial nature, of either Party, all in any form or medium whatsoever including in written, physical, digitalized, oral or visual form. “Confidential Information” does not include information that is: (a) public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of negligence by the Receiving Party; or (b) already known to the other Receiving Party prior to its receipt from the Disclosing Party, as evident by written records.
• Intellectual Property means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights and all applications and registration of such worldwide, schematics, industrial models, inventions, know-how, trade secrets, computer software programs, and other intangible proprietary information.
• Input means any data inserted in the Software by the Licensee or Client.
• Report means any document generated by the Software in response to the Input provided by the Licensee or Client.
• Online Portal means the user interface where the Licensee or the Client can access the Software.
• Asset Management Company (AMC) means an asset management company incorporated under the Companies Act, 1956 and approved by SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended from time to time, with which the Licensor will enter into a separate agreement.

2. REPRESENTATIONS AND WARRANTIES

Representations and Warranties by Licensor:

• Licensor is the owner of all right, title and interest, including copyright, in all the Licensed Materials, or has the authority to enter into this Agreement on behalf of the owner.
• Licensor will not enter into any agreement with any third party which would affect Licensee's rights under this Agreement, or bind Licensee to any third party, without Licensee's prior written consent.
• Licensor owns and possesses exclusive rights of the Software and the Source Code. No third party has any right, claim or interest whatsoever in respect of the Software.
• The Licensor hereby declares that it has complied with and agrees to comply with all statutory formalities under the Companies Act, 1956 and statutory and regulatory requirements applicable to the formation and functioning of a company/Partnership/Limited Liability Partnership.

Representations and Warranties by the Licensee:

• Licensee's use of the Licensed Materials as authorized by this Agreement will not infringe any existing copyright, trade secret, patent or trademark rights of any third party.
• It has the required legal capacity, regulatory approvals (as may be applicable) and authority to execute this Agreement and perform all its obligations, present and future, under the same. It shall also continue to have the required legal capacity, regulatory approvals (as may be applicable) and authority to effectively carry out its obligations under the terms of this Agreement.
• The Licensee shall take suitable measures within its control as a prudent and responsible user to prevent loss of Client related data and that it shall implement such measures as necessary.
• The Licensee hereby declares that it has complied with and agrees to comply with all statutory formalities under the Companies Act, 1956/Indian Partnership Act, 1932/Limited Liability Partnership Act, 2008 and statutory and regulatory requirements applicable to the formation and functioning of a company/Partnership/Limited Liability Partnership.

3. TITLE TO SOFTWARE

Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.

4. ADDITIONAL SUPPORT

The Licensor shall provide to Licensee, without additional charge, all reasonably necessary telephone or written consultation requested by Licensee in connection with its use and operation of the Software System or any problems therewith. Telephone and written consultation shall be requested and provided only during Licensor's normal business hours.

5. CONFIDENTIALITY

Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information of the other party which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Agreement. The Licensor will transfer all proprietary data in the software system to the licensee, within 60 days from the day when the licensee raised a demand to Licensor for transferring such data.

6. INDEMNITY

Upon a request by Licensor, Licensee agrees to defend, indemnify, and hold Licensor and its Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees that arise from Licensee’s use or misuse of the Software subject to the facts of the situation. Licensor reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Licensee, in which event the Licensee will cooperate with the Licensor in asserting any available defenses.

7. ARBITRATION

The Parties agree to submit any dispute under this License to binding arbitration in the following location: Mumbai. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

8. LIMITED LIABILITY

Unless otherwise expressly stated herein, Licensor shall not be liable to Licensee for any consequential damages arising out of Licensor's breach of this Agreement.

9. DUTIES OF LICENSOR

• The licensor shall perform periodical checks to ensure the software is free of any bugs, malware etc.
• Maintaining confidentiality and integrity of any data/information shared and the Input provided to Licensor by the Licensee and Clients;
• Taking such measures and having systems in place that would reasonably preclude access to any confidential or proprietary information regarding the Licensee and/or the Client by any third party;
• Ensuring that it takes reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of the Client/Licensee data and information.

10. DUTIES OF LICENSEE

• The Licensee is duly registered as an intermediary with AMFI. The Licensee shall ensure that the ARN is valid during the subsistence of this Agreement.
• The Licensee shall ensure that the Client data entered on the Platform is true, accurate and adequate.
• The Licensee shall comply with the following rules of conduct. The Licensee shall not use, allow, or enable others to use the Software, or knowingly condone use of the Software by other Persons, in any manner that is, attempts to, or is likely to:
• Impersonate somebody that the Licensee's real entity, fake identity or any combination of both or anything related to fake or improper impersonation;
• Be ethically not acceptable or violate Applicable Laws
• Affect the reputation of the Software or any other party in whatsoever manner;.
• Send or result in the transmission of spam, junk electronic-mail, chain letters, duplicative or unsolicited messages, or spamming and phishing;
• Transmit, distribute or upload programs or materials that contain malicious code, such as viruses, time-bombs, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
• Upload or distribute any data, information or content that is not developed by the Licensee, or developed without obtaining appropriate licence or permissions;
• Upload any content that is defamatory, or violative of privacy or publicity rights, or any content showing or stating pornographic, discrimination on sex, religion, skin color, race, nationality or any other socially undesirable material;
• Modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Software;
• Reverse engineer the Software, that is, discover, or attempt to discover, the Source Code of the Platform and use it, or a variant thereof, in any manner whatsoever; or
• Result in any other usage in an inappropriate manner.
• The Services and the Software shall be utilised solely for the Licensee's exclusive, non-assignable, non-transferable and limited use and for no other purposes, except in accordance with this Agreement. The Licensee's use of the Services and Platform is subject to Applicable Laws.

11. DATA STORAGE AND SECURITY

• Licensor will work diligently to protect Licensee's personal and client’s information. Licensor employs several physical and electronic safeguards to keep Licensee's information safe. Licensor stores all the data on servers in secure facilities, and implements systematic processes and procedures for securing and storing data. Licensor limits access to Licensee's personal and financial information to only those employees with authorized access, and requires third parties who perform services for the Licensor agree to keep Licensee's information confidential. Furthermore, if the Licensee chooses to close its account or its account is terminated with the Licensor, the Licensor will continue to adhere to the privacy policies and practices outlined here. If the Licensee maintains an account with the Licensor that it accesses through the Licensor’s website, then the Licensee is responsible for protecting and maintaining the confidentiality of its account and password and restricting access to its computer.
• Licensor reserves the right to disclose any Licensee and/or Client-related Data, and any other information received in connection thereto, if it is specifically directed or mandated to do so under any Applicable Law, legal proceeding or directive by any administrative, judicial, quasi-judicial, statutory or regulatory body or any authority or agency of the Government.
• Other than the circumstances specified above, Licensor shall reasonably ensure that the confidentiality of data is maintained and no information is disclosed to any party under any condition / circumstances, whatsoever, except in accordance with this Agreement.

12. FEES

• The fee chargeable for the Software may undergo change, from time to time and shall be intimated to the Licensee.
• The fees shall be remitted to Licensor at the beginning of the period for being allowed access to the Software.
• In the event that the fees payable to Licensor remain unpaid for more than 15 Business Days since the commencement of the period, Licensor may withhold the Software access of the Licensee and its Clients respectively, till such payment of fees.

13. NOTICE

All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by certified email, to the parties at the respective addresses set forth above or to such other address as the party to receive the notice has designated by notice to the other party.

14. AGREEMENT

This Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except in a writing executed by both parties.

15. TRADEMARKS

Licensee agrees to notify Licensor of any potentially unauthorized use of the Trademarks by others promptly as it comes to Licensee s attention.

Licensor shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Trademark.

Except for the rights expressly granted to the Licensee under this Agreement, the Licensor will retain all right, title and interest in and to the Licensed Technology, including all worldwide Technology and intellectual property and proprietary rights.

16. TERMINATION OF THIS AGREEMENT

You may request termination of your User Account at any time and for any reason by sending an email to support@futurewise.co.in

If we believe, in our sole discretion, that a violation of these Terms has occurred, we may take any corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms. We may seek to gather information from the Licensee who is suspected of violating these Terms and you agree to provide us with such information. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting, publishing, or otherwise making available any User information, emails, or other materials that are believed to violate these Terms of this Agreement.

Any suspension, termination, or cancellation shall not affect your obligations to the Licensor under the Terms set forth in this Agreement (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

17. FORCE MAJEURE

If either party hereto is prevented in the performance of any act required hereunder by reason of act of God, fire, flood, or other natural disaster, malicious injury, strikes, lock-outs, or other labour troubles, riots, insurrection, war or other reason of like nature not the fault of the party in performing under this Agreement, then performance of such act shall be excused for the period of the delay and the period of the performance of any such act shall be extended for a period equivalent to the period of such delay except that if any delay exceeds six months, then the party entitled to such performance shall have the option to terminate this Agreement.

18. WAIVER

The failure of any party at any time to require performance of any provision or to resort to any remedy provided under this Agreement shall in no way affect the right of that party to require performance or to resort to a remedy at any time thereafter, nor shall the waiver by any party of a breach be deemed to be a waiver of any subsequent breach. A waiver shall not be effective unless it is in writing and signed by the party against whom the waiver is being enforced.

19. SEVERABILITY

If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

21. REFUNDS AND CANCELLATION

We follow a reliable refund and cancellation policy to let you feel privileged about your association with us. Please read the guidelines governing the refund and cancellation policy.

• You may cancel your account at any time by emailing support@futurewise.co.in
• If you cancel the Service in the middle of the plan, you will not be charged again from next billing cycle.
• Fraud: Without limiting any other remedies, Licensor may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or investigation, or otherwise) have engaged in fraudulent activity in connection with the services offered by us.
• Note: No refunds are offered, even if a plan is canceled mid-term.

15 Day No Obligation Cancellation

Licensor offers SaaS service to Licensee under a 15-day no obligation cancellation policy. The no obligation cancellation begins immediately upon account activation. The 15-day no obligation cancellation period only applies to new Licensees and does not apply to existing Licensees that have a subscription plan. Licensor will also not honor a free trial period for Licensees who were once paying subscribers, cancelled, and then decided to re-instate their subscription to Licensor.

At any time during the 15-day period, Licensee can cancel their account and will be refunded in full excluding the GST charged. The 15-day no obligation cancellation policy only applies to Licensees who have availed the Yearly payment option. No refund will be given to Licensees who have availed the Quarterly or Monthly payment option.

In order to continue using the License after the 15-day no obligation cancellation period, you will be automatically be put to continue to your selected payment plan which you have selected initially at time of buying from range of selections of monthly or quarterly or yearly option.

Monthly Billing, Cancellation, and Refund Policies

To sign up for a monthly subscription plan, the Licensee must make the payment via Debit Card/ Credit Card, Net Banking, UPI, Wallets or NACH debit mandate. Even if the Licensee intends on paying every month with NACH debit mandate, the Licensor requires a first time subscription purchase be made via an online method like Debit Card/ Credit Card, Net Banking, UPI or Wallets.

Licensor charges and collects in advance for use of the SaaS service. Once a customer selects a subscription plan and provides billing information, Licensor will calculate a pro-rated amount with the first payment due on signing.

All subscriptions monthly, quarterly and yearly renew automatically on their due renewal date according to date of purchase. Furthermore, Licensor reserves the right to change or modify its fee structure and introduce new charges with at least 15 days prior notice to the Licensee. Licensees may cancel anytime by emailing a notice to: support@futurewise.co.in. Licensees will receive an email from Licensor confirming that their subscription to the License has been cancelled.

Important: No refunds or credits for partial months, quarters or years of service will be refunded to a Licensee upon cancellation. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Licensee is responsible for payments of all such taxes, levies, or duties.

Licensees have the ability to upgrade or downgrade their subscription plan for the License at any time. For any kind of upgrade or downgrade in subscription, Licensee has to write to support@futurewise.co.in. With regards to downgrades on a subscription, Licensor does not issue refunds or credits for partial months of service.

These above policies apply to all the SaaS services listed on Licensor's website unless otherwise noted.