EFFIKC Terms of Service

1. Introduction
1.1 Your use of the effiTRAQ Enterprise Vehicle Tracking Server Software or any version of it (referred to as the "Program" in this document and excluding any product or service provided to you by EffiKC under a separate written agreement) is subject to the terms of a legal agreement between you and EffiKC. "EffiKC" means EFFIKC, whose principal place of business is at 258/17 A.P.C. Road, Kolkata 700006, India. This document explains the terms of such agreement.
1.2 Unless otherwise agreed in writing with EffiKC, your agreement with EffiKC will always include the terms and conditions set out in this document. These are referred to below as the "Terms".

2. Accepting the Terms
2.1 In order to use the Program, you must first agree to the Terms. You may not use the Program if you do not accept the Terms.
2.2 You can accept the Terms by:
(a) clicking to accept or agree to the Terms, where this option is made available to you by EffiKC in the user interface for downloading or using the Program; or
(b) sending an email to info@effikc.com with a copy of this document and a statement at the end of the email mentioning your name, contact details and your acceptance of these Terms; or
(c) by actually using the Program. In this case, you understand and agree that EffiKC will treat your use of the Program as acceptance of the Terms from that point onwards.
2.3 You may not use the Program and may not accept the Terms if (a) you are not of legal age to form a binding contract with EffiKC, or (b) you are a person or entity barred from receiving the Program under the laws of India or other countries including the country in which you are resident of or from which you use the Program.
2.4 Before you continue, you should print or save a local copy of the Terms for your records.

3. Grant of License
3.1 EffiKC hereby grants to you, and you hereby accept, a nonexclusive, nontransferable and non-assignable license to use the Program subject to the Terms and provisions of this Agreement.
3.2 The license granted by this Agreement authorizes use of the Program only by those individuals who are eligible for an account on a server within your Internet Address Domain ("Authorized Users"). For greater certainty, Authorized Users shall include all users conducting tracking business with you, regardless of their physical location.
3.3 You shall take all reasonable steps to inform Authorized Users of these Terms generally; such information shall be worded to specifically prohibit Authorized Users from copying or distributing the Program without the prior approval of EffiKC.
3.4 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Program or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by EffiKC, in writing.
3.5 Unless EffiKC has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Program, grant a security interest in or over your rights to use the Program, or otherwise transfer any part of your rights to use the Program.

4. Provision of the Program
4.1 EffiKC is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form, nature and features of the Program which EffiKC provides may change from time to time without prior notice to you.
4.2 As part of this continuing innovation, you acknowledge and agree that EffiKC may stop (permanently or temporarily) providing the Program (or any features within the Program) to you or to your users generally at EffiKC’s sole discretion, without prior notice to you.
4.3 You acknowledge and agree that if EffiKC discontinues your license, you may be prevented from accessing the Program, your account details or any files or other content which is contained in the Program.

5. Copies of the program
5.1 You shall be entitled to make additional copies of the Program and Documentation to the extent necessary for backup purposes. You agree to reproduce and include copyright, trademark or trade secret notices on any copies in the same text as stated in the copies provided to you by EffiKC.

6. Fees
6.1 In consideration of the license granted under the Terms in this document, you shall pay to EffiKC the required license fees as available at www.EffiKC.com
6.2 Additional services including but not limited to additional licenses, installation support, training, custom branding, custom hardware integration, custom development, hosting, maintenance and support can be obtained from EffiKC upon payment of the required fees. Your use of all such services provided by EffiKC would be bound by the Terms of this document unless otherwise agreed in writing by EffiKC.

7. Ownership Rights
7.1 All rights in the Program including but not limited to confidential information, trade secrets, trademarks, service marks, patents, and copyrights are, shall be and will remain the property of EffiKC or any third party from whom EffiKC has licensed software or technology. All copies of the Program delivered to you or made by you remain the property of EffiKC. The grant of the license does not in any way whatsoever, constitute any transfer of ownership rights of the Program to you.

8. Software updates
8.1 The Program that you use may itself automatically download and install updates; or you may receive email notices for manually updating the Program from time to time from EffiKC. These updates are designed to improve, enhance and further develop the Program and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit EffiKC to deliver these to you) as part of your use of the Program.

9. Termination
9.1 The Terms will continue to apply until terminated by either you or EffiKC as set out below.
9.2 If you want to terminate your legal agreement with EffiKC, you may do so by notifying EffiKC at any time. Your notice should be sent, in writing, to EffiKC's address, which is set out at the beginning of these Terms.
9.3 EffiKC may at any time, terminate its legal agreement with you if:
(a) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(b) EffiKC is required to do so by law (for example, where the provision of the Program to you is, or becomes, unlawful); or
(c) the partner from whom EffiKC licensed any software or technology used in the Program has terminated its relationship with EffiKC or ceased to offer the services to you; or
(d) EffiKC is transitioning to no longer providing the Program to users in the country in which you are resident of or from which you use the Program; or
(e) the provision of the Program to you by EffiKC is, in EffiKC's opinion, no longer commercially viable.
9.4 Nothing in this Section shall affect EffiKC’s rights regarding provisioning of the Program under Section 4 of the Terms.

10. Rights upon Termination
10.1 Upon termination of this agreement your license to use the Program shall terminate, and you shall remove and erase completely any copies of the Program installed or recorded on any hard disk or other storage medium. You shall promptly certify to EffiKC in writing that you have complied with this requirement.
10.2 Upon termination of this agreement, you shall pay to EffiKC all fees due through the effective date of such termination. Unless otherwise specified herein or otherwise agreed in writing, all fees collected or accrued prior to the date of termination shall be retained by EffiKC without any pro rata refund to you.
10.3 When these Terms come to an end, all of the legal obligations and liabilities that you have or which have accrued over time whilst the Terms have been in force, shall be unaffected by this cessation, and the provisions of paragraph 17.10 shall continue to apply to such obligations and liabilities indefinitely.

11. Audit
11.1 During the tenure of these Terms and for a period of one (1) year after termination, upon reasonable notice, EffiKC or its authorized representatives may enter your premises and perform reasonable audit and inspection procedures to confirm that you are in compliance with the Terms, including, but not limited to, provisions relating to scope of use of the Program, assignment, payment of fees, and termination. You shall cooperate in any such inquiry.

12. Exclusion Of Warranties
12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
12.2 IN PARTICULAR, EFFIKC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE PROGRAM WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE PROGRAM PROVIDED TO YOU WILL BE CORRECTED.
12.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.4 YOU ARE LIABLE FOR AND AGREE TO ABIDE BY THE TERMS FOR ANY THIRD PARTY PRODUCT OR SERVICE THAT NEEDS TO BE USED IN CONJUNCTION WITH EFFITRAQ
12.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EFFIKC OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.6 EFFIKC AND ANY THIRD PARTY FROM WHOM EFFIKC HAS LICENSED SOFTWARE OR TECHNOLOGY DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE PROGRAM AND THE ACCOMPANYING WRITTEN MATERIALS

13. Limitation of Liability
13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT EFFIKC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE PROGRAM;
(II) ANY CHANGES WHICH EFFIKC MAY MAKE TO THE PROGRAM, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE PROGRAM (OR ANY FEATURES WITHIN THE PROGRAM);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE PROGRAM;
13.2 THE LIMITATIONS ON EFFIKC’S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT EFFIKC HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.3 THE MAXIMUM LIABILITY OF EFFIKC TO YOU OR ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY LICENSE, USE OR OTHER EMPLOYMENT OF THE PROGRAM OR ANY UPDATES DELIVERED TO YOU HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, WARRANTY, TORT OR OTHERWISE, SHALL IN NO CASE EXCEED THE ACTUAL LICENSE FEE PAID TO EFFIKC BY YOU FOR THE PROGRAM whose license, use, or other employment gives rise to the liability

14. Advertisements
14.1 The Program is supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Program, queries made through the Program or other information.
14.2 The manner, mode and extent of advertising by EffiKC on the Program are subject to change without specific notice to you.
14.3 In consideration for EffiKC granting you access to and use of the Program, you agree that EffiKC may place such advertising on the Program.

15. Other Content
15.1 The Program may include hyperlinks to other web sites or content or resources. EffiKC may have no control over any web sites or resources which are provided by companies or persons other than EffiKC.
15.2 You acknowledge and agree that EffiKC is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3 You acknowledge and agree that EffiKC is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

16. Changes to the Terms
16.1 EffiKC may make changes to the Terms from time to time. When these changes are made, EffiKC will make a new copy of the Terms available at http://www.effikc.com and any new Additional Terms will be made available to you from within, or through, the affected Program.
16.2 You understand and agree that if you use the Program after the date on which the Terms or Additional Terms have changed, EffiKC will treat your use as acceptance of the updated Terms or Additional Terms.

17. General Provisions
17.1 You shall pay, in addition to the other amounts payable under the Terms, all local, state, and central excise, sales, use, personal property, gross receipts and similar taxes (excluding taxes imposed on or measured by EffiKC's net income) levied or imposed in India by reason of the transactions under the Terms.
17.2 When you use the Program, you may use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, these Terms do not affect your legal relationship with these other companies or individuals.
17.3 The Terms constitute the whole legal agreement between you and EffiKC and govern your use of the Program (but excluding any other software or service which EffiKC may provide to you under a separate written agreement), and completely replace any prior agreements between you and EffiKC in relation to the Program.
17.4 You agree that EffiKC may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Program.
17.5 You agree that if EffiKC does not exercise or enforce any legal right or remedy which is contained in the Terms (or which EffiKC has the benefit of under any applicable law), this will not be taken to be a formal waiver of EffiKC’s rights and that those rights or remedies will still be available to EffiKC.
17.6 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
17.7 You recognize that money damages is not an adequate remedy for any breach or threatened breach of any obligation hereunder by you involving intellectual property, confidential information or use of the Program beyond the scope of the Terms. You therefore agree that in addition to any other remedies available hereunder, by law or otherwise, EffiKC [and any third party from whom EffiKC has licensed software or technology] shall be entitled to an injunction or other equitable remedies against any such continued breach by you of such obligations
17.8 A late payment charge of 1.5% per month, compounded monthly, shall apply to any payment due from you that is in arrears for a period exceeding thirty (30) days.
17.9 In any legal action or proceeding brought against you on account of a breach of the Terms, EffiKC shall recover from you the cost of litigation, including reasonable lawyers' fees.
17.10 The Terms, and your relationship with EffiKC under the Terms, shall be construed pursuant to substantive law of India. You and EffiKC agree to submit to the exclusive jurisdiction of the courts located in Kolkata, India to resolve any legal matter arising from the Terms.

Dated: 19th May, 2010