Master Terms of Service (Software Licensing Agreement)
This Master Terms of Service ("Agreement") is entered into by and between:
Enacute Solutions India Private Limited ("Licensor," "Enacute," "we," or "us"), a company providing software solutions and technology infrastructure,
AND
Kisan Door Step ("Licensee," "Client," "you," or "your"), an e-commerce platform operating a grocery and vegetable delivery service based in Pune, Maharashtra.
(Enacute and Kisan Door Step are collectively referred to as the "Parties" and individually as a "Party").
This Agreement governs the licensing, provision, and use of the technology platform, software, and related services provided by Enacute to Kisan Door Step.
1. Definitions
- "Platform" or "Software" refers to the proprietary e-commerce web and mobile application infrastructure, including backend systems, databases, user interfaces, and administrative dashboards. The Platform is the sole proprietary product of Enacute Solutions India Private Limited, developed, owned, and managed exclusively by Enacute, and licensed to Kisan Door Step on a rental basis.
- "End Users" refers to the consumers placing grocery orders through the Platform.
- "Client Data" refers to all information, data, and materials provided or inputted by Kisan Door Step or its End Users into the Platform.
2. License Grant and Restrictions
2.1 License Grant: Subject to the terms of this Agreement and payment of applicable fees, Enacute grants Kisan Door Step a non-exclusive, non-transferable, revocable right to access and use the Platform on a Software-as-a-Service (SaaS) / rental basis for the purpose of operating its grocery delivery business in Pune, Maharashtra.
2.2 Restrictions: Kisan Door Step shall not, and shall not permit any third party to:
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform.
- Modify, copy, or create derivative works based on the Platform.
- Sub-license, resell, lease, or commercially exploit the underlying technology to any third party.
- Remove any copyright, trademark, or other proprietary notices from the Platform.
3. Responsibilities of the Parties
3.1 Enacute's Responsibilities:
- Strictly a Technology Aggregator: Enacute acts solely as a backend technology aggregator and SaaS provider. Enacute will not, under any circumstances, face, interact with, or provide direct customer support to End Users on behalf of Kisan Door Step.
- Sole Software Management: Retain sole and exclusive responsibility for the management, maintenance, updates, upgrades, and overall technical operation of the proprietary Platform.
- Access & Hosting: Provide access to and host the Platform in accordance with agreed-upon specifications.
- Technical Support: Handle all software-related issues, including maintenance, bug fixes, server management, and technical support as detailed in a separate Service Level Agreement (SLA), if applicable.
3.2 Kisan Door Step's Responsibilities:
- Sole Customer-Facing Entity: Act as the singular face and point of contact for all End Users. Kisan Door Step must solely manage all commercial operations, including sourcing groceries, inventory management, pricing, fulfillment, delivery, and end-user customer service.
- Obtain and maintain all necessary licenses, permits, and regulatory approvals required to operate a grocery delivery business in India.
- Be solely responsible for handling End User disputes, refunds, and complaints. Enacute has absolutely no direct relationship with End Users.
4. Intellectual Property Rights
4.1 Enacute Ownership: The Platform is the sole and exclusive proprietary product of Enacute Solutions India Private Limited. Enacute retains all right, title, and interest (including all intellectual property rights, patents, trademarks, and copyrights) in and to the Platform, the underlying software, source code, system architecture, and any updates or enhancements thereto. Nothing in this Agreement transfers any ownership rights to Kisan Door Step.
4.2 Client Data Ownership: Kisan Door Step retains all right, title, and interest in its brand name, logos, and Client Data (including End User data). Kisan Door Step grants Enacute a limited license to host, process, and display Client Data solely as necessary to provide the Platform services.
5. Indemnification
Kisan Door Step shall defend, indemnify, and hold harmless Enacute Solutions India Private Limited, its officers, directors, employees, and banking partners from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
- (a) Any End User disputes, financial claims, chargebacks, or product liability claims;
- (b) Kisan Door Step's failure to deliver goods, fulfill orders, or process refunds;
- (c) Any breach of the Digital Personal Data Protection Act, 2023 (DPDPA) or other applicable laws by Kisan Door Step; and
- (d) Any third-party claims alleging that Enacute is legally or financially liable for the commercial operations of Kisan Door Step.
6. Fees and Payment
6.1 Rental/Licensing Fees: Kisan Door Step agrees to pay Enacute the recurring licensing/rental fees as mutually agreed upon in a separate pricing addendum, invoice, or commercial contract.
6.2 Payment Terms: All payments are due within the timeframe specified on the respective invoices. Failure to pay may result in suspension or termination of access to the Platform.
7. Limitation of Liability and Disclaimers
7.1 "As Is" Provision: The Platform is provided on an "as-is" and "as-available" basis. Enacute disclaims all warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose, or that the software will be entirely error-free or uninterrupted.
7.2 Limitation of Liability: In no event shall Enacute be liable to Kisan Door Step for any lost profits, lost revenues, loss of business, or any indirect, incidental, special, or consequential damages arising out of or related to this Agreement or the use of the Platform. Enacute's total aggregate liability shall not exceed the total fees paid by Kisan Door Step to Enacute in the three (3) months preceding the event giving rise to the claim.
8. Term and Termination
8.1 Term: This Agreement shall commence on the Effective Date and continue until terminated by either Party.
8.2 Termination for Cause: Either Party may terminate this Agreement if the other Party materially breaches its obligations and fails to cure the breach within thirty (30) days of receiving written notice.
8.3 Effect of Termination: Upon termination, Kisan Door Step's right to access and use the Platform shall immediately cease. Enacute will return or securely destroy Client Data upon written request, subject to standard backup retention policies.
9. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Pune, Maharashtra.
10. Miscellaneous
This Agreement constitutes the entire understanding between the Parties regarding the licensing of the Platform. Any amendments must be in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
For Enacute Solutions India Private Limited:
Signature: __ Name: __ Title: __ Date: ______
For Kisan Door Step:
Signature: __ Name: __ Title: __ Date: ______