For this Subscription Agreement (“Agreement”), Webklipper Technologies Pvt. Ltd.  (is hereinafter referred to as “Company” and “Service Provider“) and its clients (are hereinafter referred to as “Clients” and/or “Subscribers“).

1. Introduction to WebEngage
   1. WebEngage (“Software“) is a marketing solution that aims at creating a more personalized user engagement for its Clients with their customers. This Software is used across sectors like E-commerce, travel, Health, BFSI, pharma, insurance companies etc. The Software assists Clients in creating targeted retention marketing strategies and tailoring marketing strategies to each segment in which the Client operates. Further, it also aids in building user engagement through channels such as mobile push notifications, web push notifications, Facebook remarketing, google ads etc.
   2. The components comprising WebEngage include Algorithms, SDK and APIs.
   3. WebEngage Algorithms package hundreds of advanced analytics algorithms, machine learning modules, text transformation solutions and big data applications, built and codified by the Company, that is collected from the Subscribers platform into usable information assets for businesses.
   4. Data Exchange APIs include Data Ingestion API & Processed Output Feeds API. These API’s are designed for seamless integration with Subscriber’s platform.
   5. Collectively, these two components are referred to as WebEngage throughout this Agreement.
2. Subscription
   1. Subject to the terms of this Agreement, the Company hereby grants to the Subscriber a non-sub licensable, non-transferable, non-exclusive subscription to access and use the WebEngage Service, solely for the purpose agreed between the parties in the principal agreement.
   2. Access: All data can be accessed on the WebEngage dashboard for which multiple logins can be created by the Subscriber. For avoidance of doubt, it is the Subscriber’s duty to maintain confidentiality of the dashboard logins.
3. Number of Copies – 1
4. Right to subscription – Subscriber
5. Licensing Terms:
   1. Company grants the license of WebEngage to Subscriber on the following terms and conditions. Subscriber agrees to abide and be bound by this Agreement and acknowledges that the rights granted herein are conditioned upon Subscriber’s continued compliance with this Agreement and below licensing terms and conditions:
      1. General

         Software is licensed, not sold, to the Subscriber for use only under the terms and conditions of this Agreement, and Company reserves all rights not expressly granted herein. Any other use of the Software not specifically allowed by this Agreement is strictly prohibited. The user shall also be bound by the subscription terms herein. For the purpose of license of the Software, the Software excludes portion or packages built over or incorporated or integrated or derived from Open Source Software (“OSS“) and such OSS shall be governed by respective Open source license and Parties shall comply with all the terms of such Open Source License as communicated to Subscriber.

      2. Copies

         Company shall deliver to the Subscriber only 1 (one) copy of the Software and the associated program documentation. Subscriber shall not make any copy of the Software in any form for use by Subscriber or backup or archive purposes. Subscriber agrees to maintain records of the location and use of the approved copy, in whole or in part, of the Software. Each Software is copyrighted but unpublished by the Company.

      3. Ownership

         The original and any copies of the Software made by Subscriber, including derivative work, adaptation, permitted reverse engineering, translations, compilations, partial copies, interfaces, modifications, upgrades, and updates, are the property of the Company. To the extent copyright material that is used in, enhanced, or developed in the course of providing services hereunder and is not identified as a deliverable, and it is also not of a general abstract character, or may be generically re-used, then Company will own such material including methodologies; delivery strategies, approaches and practices; generic software tools, routines, frameworks, and components; generic content, research and background materials; designs, training materials; application building blocks; templates; analytical models; project tools; development tools; inventions; solutions and descriptions thereof; ideas; know-how; or any other materials that are specified.

      4. Proprietary Rights

         The Subscriber acknowledges that Company retains all right, title and interest in the Intellectual Property including WebEngage Services and all software, materials, formats, interfaces, information and data (except data/information generated by Subscriber and its users), content and Company proprietary information and technology used by Company or provided to Subscriber in connection with the WebEngage Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Subscriber or learned as a result of Subscriber’s use of the WebEngage Service, and that the WebEngage Service is protected by intellectual property rights owned by or licensed to the Company. Other than limited permission to use the WebEngage Services provided by the Company as expressly set forth in this Agreement, no other license or other proprietary rights in the WebEngage Service are granted to the Subscriber and all such rights are hereby expressly reserved by the Company.

         It is agreed between the Parties that the Subscriber shall not (a)Dis-assemble, de-compile or reverse-engineer the Software (or any part thereof) or its source code; (b) License, sell, transfer or lease out to any party the Software (or any part thereof) under any circumstances.

      5. Rights Granted

         Subject to the terms and conditions set forth herein, Company hereby grants to Subscriber an annual, non-transferable, non-exclusive license to (i) use the executable code version of the Software solely for Permitted Purpose by its Authorized Users (as agreed in the principal agreement) on the hardware and place at which Company has installed and deployed last and subject to any additional terms intimated from time to time by way of patches, security information, bugs rectification, updates, alerts or any form of instruction necessary to be complied by the Subscriber to protect interest of either Party; and (ii) copy the Software strictly for Subscriber’s archival or backup purposes or maybe statutorily required for audit purposes

         Additional Restrictions. Without limiting the foregoing, Subscriber may not (i) use the Software for commercial time-sharing, rental or service bureau use, nor lease, lend, grant a security interest in, sublicense or otherwise transfer rights to the Software; (ii) electronically transfer, transmit or provide access to the Software from one computer to another over a network (except for the Permitted Purpose over a secure local or wide area network), the Internet or any other means, including without limitation making the Software, its features or results, available through an application service provider or the like; or (iii) distribute or make available copies of the Software in any form, electronic or otherwise (except for archival or backup purposes)

         Company grants Subscriber only the rights to use the Software expressly stated herein. No rights of ownership are transferred or sold. As between the parties, all rights, title and interest in and to the Software (including derivative works, customization or adaption) shall always remain with Company.

      6. Payment

         The License will be valid only on full payment of fee which shall be paid by the Subscriber to Company as agreed under the principal agreement.

      7. Warranty Disclaimer

         The Subscriber acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Company gives no warranty or representation that the WebEngage Services will always be wholly free from defects, errors and bugs.

         The Subscriber acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Company gives no warranty or representation that the WebEngage Services will always be entirely secure.

         The Subscriber acknowledges that the WebEngage Services are designed to be compatible only with that software and those systems specified as compatible in the specifications provided by the Company; and the Company does not warrant or represent that the WebEngage Services will be compatible with any other software or systems.

      8. Subscriber Exclusive Remedy

         In the event that a Software becomes, or in Company ’s opinion is likely to become, the subject of a claim of infringement of a copyright or trade secret, Company may at its option either secure Subscriber’s right to continue using the Software, replace or modify the Software to make them not infringing, or provide Subscriber with a refund of the license fee less depreciation for use on year-on-year basis, adopting straight-line method of depreciation.

         Company shall have no liability for any claim of copyright or trade secret infringement based on the use of a Software in any form other than the original, unmodified form provided to Subscriber or the use of a combination of the Software with any hardware, software or data not supplied by Company for the purpose and in the manner recommended by Company and where such use of Software alone in their original, unmodified form would not constitute an infringement.

         This Clause states Subscriber’s entire liability for infringement or claims of infringement of copyrights or other Intellectual Property Right.

Last Updated: 7th June, 2021