Gofrugal Dealership Agreement

This Gofrugal Dealership Agreement ("Agreement"), is entered between Zoho Corporation Private Limited, Estancia IT Park, Plot no. 140, 151, Vallancheri Village, Chengalpet Taluk, Kancheepuram, TN - 603202 (hereinafter "Zoho"). Software Vendor provides business management software products and services ("Software") for retail, distribution and downstream supply chain management to businesses across the world. The relationship between Software Vendor and Dealer is that of vendor and vendee. Dealer is agreeing to market, sell, implement, support and maintain the Software as per the terms and conditions enumerated in this agreement.

1. Grant, Limitations and Terms of appointment

The parties are independent contractors and neither party is an employee, agent, partner or joint venture of the other. This Agreement is a commercial agreement between businesses, not a consumer agreement. Dealer has no authority, apparent or otherwise, to contract for or on behalf of the Software Vendor, or in any other way legally bind Software Vendor in any fashion, nor is the Dealer authorized to make any representation about Software Vendor or its services other than to set forth Software Vendor's responsibilities as outlined in this Agreement.
Software Vendor owns all right, title and interest in the Software. This Agreement does not grant any ownership rights or interests in and to the Software to Dealer.
The roles and responsibilities of both parties under this Agreement are set out in detail in Exhibit B. Each party agrees to perform its roles and responsibilities specified in Agreement Exhibit B in good faith.
Software Vendor reserves the right to modify the commercial details in including the cost of the Software. Any change in the price of the Software notified to Dealer, shall be effective immediately.
Product purchased by the Dealer cannot be exchanged or surrendered. Under no circumstances Gofrugal entertains refund to the dealer.
Software Vendor shall release service packs and patches when bugs are reported by the Dealer, depending on the severity and priority of such bugs and issues.

2. Dealer Obligations

Dealer accepts the grant as provided herein and agrees to use its best efforts to promote the Software and communicate the features, benefits, pricing and availability of the Software to potential customers in Dealer's ordinary course of business. Dealer agrees to conduct his business in a manner that is ethical and meets or exceeds the standards in the industry.
Dealer agrees to sell the Software subject to the terms of the respective end user software license agreement (EULA) that governs the terms under which the Software is licensed to customers.
Dealer shall not make any representation or warranty to customers other than those contained in this Agreement or the applicable end user software license agreement unless expressly approved by Software Vendor.
Dealer agrees that he shall not conduct his business in a manner that would injure the reputation of the Software Vendor or the Software, which reputation the parties agree is excellent.
Dealer agrees to employ adequate number of trained sales, business development, business analyst, product delivery and other personnel, as required, to carry out his responsibilities as stated in Exhibit B.
If a lead is passed on by the Software Vendor to the Dealer and Dealer closes the order, the Dealer agrees to pay the referral commission of Rs.1000/- (Rupees one thousand only) to the Software Vendor, Software Vendor shall raise a debit note to the dealer.
Dealer agrees to manage the product delivery by deploying Gofrugal certified Product Consultants.
Dealer agrees to use the myDelight customer relationship management software / Mobile Application provided by Software Vendor for recording all activities and transactions related to discharge of Dealer obligations as per this agreement.
Dealer shall comply with all applicable laws and regulations, such as VAT, service tax, excise, customs and octroi, applicable to Dealer's business related to Software.
This grant does not include any right to make and/or sell derivative works of the Software.
All installations, Support and Maintenance should be handled by the Dealer and Gofrugal is not responsible for any product delivery issues or loss to the customer of the Dealer.
When customer approaches Gofrugal with an upgrade request, Dealer will cooperate with Gofrugal to give customer the best experience. Dealer will be compensated as per the compensation for upgrade to Gofrugal products.

3. Product Delivery Installation and Support

Dealer will be responsible for Product delivery including installation, configuration and training
Dealer will be responsible for Customer Support

4. Payment, License Activation & Renewal

Dealer should pay in advance for packs of products for both Server and clients separately for issuing licenses.
Dealer will log their orders in Software Vendors CRM portal with complete details of the customer to whom they will be supplying the Software.
Dealer will provide all the information required for the purpose of license activation using the Gofrugal CRM myDelight.
License Renewal - Dealer will place the orders for annual license renewal (ALR) for each and every customer in Gofrugal CRM myDelight and renew the license for the customer. Active license is mandatory for customers to continue usage of Software and for updating the Software.

5. Term and Termination

This Agreement shall be effective for a period of 1 year from the Effective Date. Thereafter the Agreement shall automatically renew by one (1) year period unless either party communicates, through written notice to the other party, its intention not to renew the Agreement at least thirty (30) days before the end of the then current term.
If either party desires to modify the terms of this Agreement, such party shall communicate its intention to the other party at least ninety (90) days before the renewal date. If the parties fail to arrive at a mutual agreement regarding the proposed modification(s) at least forty (40) days before the renewal date, either party may exercise its option not to renew the Agreement as provided in Section 6.1 above.
Termination for Inactivity: Software Vendor may terminate this Agreement upon ten (10) day's written notice in case of Dealer's Inactivity. "Dealer Inactivity" shall mean Dealer does not have any License balance with Gofrugal for 7 working days OR Dealer has not placed any License pack order for 3 months.
Termination for Convenience: Either party may terminate this Agreement prior to the end of the validity period upon thirty (30) day's written notice to the other party.
Termination for Cause: Software Vendor may terminate this Agreement if Software Vendor notifies Dealer of breach of any obligations under this Agreement and Dealer fails to cure such breach within thirty (30) days from the date of notice to Dealer of such breach. In this case, Partner forfeits partner advance and all commission payable.
Either party may terminate this Agreement upon written notice to the other party on the occurrence of any of the following conditions:
1. A receiver is appointed for either party or its property;
2. Either party makes a general assignment for the benefit of its creditors;
3. Either party commences, or has commenced against it, proceedings under any bankruptcy or insolvency law; or
4. Either party is liquidated or dissolved.
Upon termination by either party, Dealer shall discontinue selling the Software immediately and shall remove or destroy (1) any and all packages and manuals related to the Software and (2) all Personally Identifiable Information from its computers. Specifically, Partner shall not retain any copy of Personally Identifiable Information.
At the time of termination, all leads, prospects and customers should be handed back to Software Vendor. Also, access to myDelight CRM will be revoked.
Upon termination of this Agreement by either party, Dealer shall inform the customers about the termination within reasonable time. In the event of Dealer's failure to inform all customers about termination within fifteen (15) days of termination, Dealer agrees that Software Vendor may communicate to customers the fact of termination of the Agreement.

6. Confidential Information

Confidential information means all information provided by either party to the other, unless expressly agreed that such information will not be confidential ("Confidential Information"). Confidential Information includes (i) All technical, marketing and sales information, (ii) Personally Identifiable Information and (iii) Terms and conditions of this Agreement.
Confidential Information does not include information, technical data or know-how that,
1. Is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records in existence prior to the time of disclosure, or
2. Prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any wrongful inaction or action of the receiving party, or
3. Is developed independently by the receiving party without use of or reference to the Confidential Information of the disclosing party, or
4. Is properly acquired from a third party having the right to disclose such information, or
5. Is approved in writing for release by the disclosing party.
Both Parties agree: (i) to hold the other Party's Confidential Information in strict confidence, using at least the same degree of care with which it protects its own proprietary information (in no event using less than reasonable care); (ii) not to use such Confidential Information for any purpose outside the scope of this Agreement; and (iii) not to disclose such Confidential Information to third parties not authorized by the disclosing party to receive such Confidential Information other than employees andtrusted sub-contractors with a need to know and who are bound by confidentiality obligations at least as strict as the terms of this Section.
The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent that the Confidential Information is required to be disclosed by the receiving party as a matter of law.

7. Indemnity and Liability

Software Vendor agrees that it will, at its own expense, indemnify, defend and hold Dealer harmless against all claims, actions and proceedings alleging that the Software infringes any valid patent, copyright or other intellectual property rights, provided that Dealer gives Software Vendor (i) prompt written notice of the claim, (ii) sole control over the defense or settlement (subject, in the case of settlement, to Dealer's consent, which consent shall not be unreasonably withheld or delayed), and (iii) reasonable support and cooperation with regard to the defense.
Dealer agrees that it will, at its own expense, indemnify, defend and hold Software Vendor harmless against all claims, actions and proceedings arising out of or resulting from violation of Dealer's obligations, violation of applicable export and import laws, or a misrepresentation by Dealer, provided that Software Vendor gives Dealer (i) prompt written notice of the claim, (ii) sole control over the defense or settlement (subject, in the case of settlement, to Software Vendor's consent, which consent shall not be unreasonably withheld or delayed), and (iii) reasonable support and cooperation with regard to the defense.
EXCEPT AS PROVIDED IN SECTIONS 7.1 AND 7.2, UNDER NO CIRCUMSTANCESAND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, CONTRACT, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SUCHPARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES

8. Miscellaneous

This Agreement may be amended only by a written agreement of the parties.
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which may not be unreasonably withheld.
This Agreement is governed by the laws of the Republic of India exclusive of its conflict of law provisions. Any action relating to this Agreement shall be subject to the exclusive jurisdiction of Courts in Chennai, India.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.
This Agreement supersedes all prior agreements relating to this Dealer relationship between the parties. Any modification to the terms of this Agreement may be made only in writing signed by the duly authorized representatives of both parties.

Exhibit B

Software Vendor responsibilities

Co-branded product setup
Maintenance patches / service pack release
License activation and annual license renewal
Supporting the Dealer, if required, to help troubleshoot customer support issues

Dealer

Marketing of Dukaan POS
Lead Generation for Dukaan POS
Sales, Implementation , training , support and maintainance
Commercial relationships with the customer.

Compensation for Upgrade to Gofrugal Products : partner commission based on the difference between Gofrugal list price and the suggested market price in the Dealership Program

More about Gofrugal, please visit www.gofrugal.com