legal/service-agreement

MAIN SERVICE AGREEMENT

This Service Agreement (hereinafter referred to as “Agreement”.) governs the rules and regulations and the terms and conditions based on which Customers (hereinafter referred to as Customer) are acquiring services from iBirds Software Services Private Limited. a private limited company incorporated under the Companies Act 1956, having its registered address at 5th Floor Shreenath Mall Near Bajrang Garh Circle Ajmer, Rajasthan, IN 305001 (hereinafter referred to as “iBirds/ The Service Provider”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).

By Accepting this agreement, by

(1) clicking a box indicating acceptance,

(2) executing an order form that references this agreement, or

(3) using free service, customer agrees to the terms of this agreement.

If the individual, accepting this agreement is accepting on behalf of a Company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and condition, in which case the terms “CUSTOMER” shall refer to such entity and its affiliates. If the individual accepting this agreement does not have such authority or does not agree with these terms and condition, such individual must not accept this agreement and may not use the services.

This Agreement was last updated on Jan 1, 2025. It is effective between Customer and iBirds as of the date of Customer’s accepting this Agreement (the “Effective Date”).

RECITALS

WHEREAS, iBirds has offered Customer with the opportunity to get a license of software and Software Development services from iBirds, as detailed further herein; and

WHEREAS, Customer has accepted iBirds offers to avail them of such services, subject to the terms and conditions of this Agreement,

NOW, THEREFORE, in consideration of the mutual covenants and Agreement set forth below, it is hereby agreed to by and between the Parties as follows:

1. SERVICES:

• In accordance with the stipulations and conditions delineated in this Agreement, iBirds unconditionally and irrevocably licenses software to Customer and the services related to software license to be rendered by iBirds.
• Customer, in turn, is obligated to avail of such services within the jurisdiction of India. This engagement is legally binding and enforceable under the prevailing laws. · Customer shall be responsible for taking the licenses provided by the iBirds for the software and its related services. All actions and obligations of Customer are to be performed within the legal boundaries and regulatory frameworks applicable, thereby ensuring the validity and enforceability of this clause.
• It is hereby agreed that the Customer shall be responsible for the selection of license that is compatible based on the specific needs and requirements set forth by iBirds within the company. Both parties hereby commit to engaging in good faith negotiations with the objective of reaching a mutually satisfactory agreement concerning the software license services and the compensation package to be offered for their services to the Customer.
• Usage Limit: Services and content are subject to usage limits specified in the Order Forms and Documentation. If the Customer exceeds a contractual usage limit, iBirds will work with the Customer to reduce the usage to comply with that limit. However, if Customer is unable or unwilling to adhere to the contractual usage limit despite iBirds efforts, iBirds will promptly execute an Order Form for additional quantities of the applicable services or content at Customer’s request.
• Usage Restrictions: Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering.(d) use a Service or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of iBirds intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation.
• Removal of Content and Non-iBirds Applications. If Customer receives notice, including from iBirds, that Content or a Non-iBirds Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action, including deleting any Content Customer may have downloaded from the Services, in accordance with the above, or if in iBirds judgment continued violation is likely to reoccur, iBirds may disable the applicable Content, Service and/or Non-iBirds Application. If requested by iBirds, Customer shall confirm deletion and discontinuance of use of such Content and/or Non-iBirds Application in writing and iBirdsshall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if iBirdsis required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, iBirds may discontinue Customer’s access to Content through the Services.
• Integration with Non-iBirds Applications. The Services may contain features designed to interoperate with Non-iBirds Applications. iBirds cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-iBirds Application ceases to make the Non-iBirds Application available for interoperation with the corresponding Service features in a manner acceptable to iBirds. 

2. TERM OF THE AGREEMENT:

Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

Term of Purchased Subscriptions: The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 45 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at iBirds applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

Termination: A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Refund or Payment upon Termination. Once License fee paid by customer it’s not refundable. If this Agreement is terminated by Customer in accordance with the “Termination” section above, iBirds will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by iBirds in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to iBirds for the period prior to the effective date of termination.

3. CONSIDERATION:

• iBirds shall be obligated to give the services to Customer for the fees in accordance with the software licenses and its related implementation services.
• Provided that iBirds, and all of iBirds employees and representatives, comply with the terms and conditions of this Agreement, Customer shall compensate iBirds for the Services provided by them in the course of business.
• iBirds covenants and agrees that such payments by Customer represent the complete and entire obligation owed to iBirds, its employees, representatives, or any other party, either by the Customer or any other third party, for the Services to be performed and to be provided by iBirds under this Agreement.
• Each invoice shall reasonably describe the Services actually performed and the fees and expenses payable by Customer for such Services.
• The mode of Payment of the consideration shall be mutually decided by the Parties at the time of the actual payment. · Customer agrees to use the Software in compliance with the terms of this Agreement.
• Customer shall not reverse engineer, decompile, or attempt to extract source code from the Software.
• Customer is responsible for maintaining secure access credentials to the Software and for preventing unauthorized access.
• The Customer shall pay the iBirds a License Fee as per the fee structure provided in order form · iBirds is solely responsible for collecting all fees due from Customer for the Services and shall invoice Customer directly for such fees. Customer bears the full risk of nonpayment and shall not be relieved of its obligation to pay fees owed to iBirds in the event of any such nonpayment.
• iBirds may change the pricing and it charges Customer for the Services at any time in its sole discretion, effective upon twenty (20) days’ written notice to Customer. Any such pricing increase will not apply to any pricing previously agreed to in an Order Form or in a documented pricing proposal for Services submitted by IBirds to Customer sixty (60) days before and IBirds notified Customer of the pricing increase.
• Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
• Overdue Charges. If any invoiced amount is not received by iBirds by the due date, then those charges may accrue late interest at the rate of 2% of the outstanding balance per month.
• Suspension of Service and Acceleration: If any charge owing by Customer under this agreement for services is 30 days or more overdue, iBirds may, suspend Services until such amounts are paid in full. iBirds will give Customer at least 10 days’ prior written notice that its account is overdue, before suspending services to Customer.
• Taxes. iBirds fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, GST, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If iBirds has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, iBirds will invoice Customer and Customer will pay that amount unless Customer provides iBirds with a valid tax exemption certificate authorized by the appropriate taxing authority.