NON-DISCLOSURE CUM LICENSE AGREEMENT FOR
JEWELLERY ENTERPRISE MANAGEMENT (JEM) SOLUTION BY ZERONE HI TECH
This Non-disclosure cum License Agreement is a mutual legal contract between you (“The Client”) and Zerone Hi Tech (“The Company”).
The Client agrees to the required conditions of The Company including the confidentiality clauses mentioned below:
1. Purpose. For the purpose of receiving an information or demonstration via any mode of communication about JEM Software selected by The Client from the Microsoft APP Source portal (the “Purpose “), a party (the “Recipient”) may have access to information from the other party (the “Discloser”) which the Discloser considers confidential and which has been identified as confidential or would be understood to be confidential by a reasonable person under the circumstances (“Confidential Information “).
2. Use and Protection. The Client agrees to protect the confidentiality of the Confidential Information in the same manner it protects its own similar confidential information, but in no event using less than a reasonable agreement of care. The Client will restrict access to the Confidential Information to its and its affiliates’ personnel engaged in the Purpose, provided that such personnel are bound by obligations of confidentiality no less protective than the terms of this agreement. The Client will not reverse engineer, decompile or disassemble any such Confidential Information and will not remove any copyright notice, trademark notice, and/or any indication of confidentiality on Confidential Information.
3. Personal Data about the visitor or client:
The type of Personal Data that we collect about you varies based on our interactions with you. We collect Personal Data about you from different sources including; Personal Data that we collect directly from you; Personal Data that we collect automatically about you as you use our Sites; and Personal Data that we collect from other sources including from our business partners, affiliates etc.
We Use your Personal Data for the following purposes depending on the purpose for which your Personal Data was collected and our relationship with you:
· Performance of our entry into a contract with you: to provide our products, services, or solutions to you and to take action on your requests.
· Our legitimate business interests: to protect our legitimate business interests or those of a third party with whom we share your Personal Data. We rely on legitimate interests for the purpose of managing, operating or promoting our business, including direct marketing, and intra-NTT transfers of Personal Data for business and administrative purposes. Whenever we rely on this basis to use your Personal Data, we assess our business interests to ensure that they do not override your fundamental rights and freedoms.
· Compliance with a mandatory legal obligation: to ensure that we comply with applicable laws and regulations that govern and regulate how we do business.
· Consent you provide where you have provided consent to us to Use your Personal Data. You may withdraw your consent at any time. When you give your consent, you will be given details on how we will Use your Personal Data and where you can go to withdraw your consent if you change your mind.
3.1 How we use information about you:
· Enable you to effectively use and to improve our products, services and solutions
· Provide you with marketing materials and to personalize your experience
· Achieve our business purposes and analyse information
· For research and analytical purposes
· To comply with our legal obligations.
3.2 How we protect your information:
We are committed to protecting your Personal Data from accidental or unlawful destruction, loss, alteration, unauthorized access, or disclosure by using a combination of physical, administrative and technical safeguards and contractually requiring our service providers to whom we disclose your Personal Data to do the same.
3.3 Cross border transfer:
As a global company operating from multiple countries, we may transfer your Personal Data to countries where we do business or to international organizations in connection with the purposes identified above and in accordance with this Privacy Statement.
When we transfer your Personal Data outside of the country from where it was originally collected to a third country or international organization, we ensure that appropriate safeguards are in place, in line with applicable law, to ensure that your Personal Data is protected.
3.4 Cookies and similar technologies:
These technologies collect information that your browser sends to our Sites including using data, such as your browser type, information about your IP address (a unique identifier assigned to your computer or device which allows your PC or device to communicate over the Internet), together with the date, time and duration of your visit, the pages you view and the links you click.
Our Sites may also contain web beacons or similar technologies from analytics providers, through which they collect information about your activities across our Sites to help us compile aggregated statistics.
Currently, our Sites do not recognize web browser “do-not-track” requests, but several of our service providers who utilize these cookies or web beacons on our Sites enable you to opt out of targeted advertising practices. You may, however, disable certain tracking as discussed in this section (e.g., by disabling cookies); you may also opt-out of targeted advertising by following the instructions in the Cookies Statement.
3.5 Individual Rights
You have certain rights over your personal data, which company as data controller are obligated to fulfil.
· Your right of access
You always have the right to ask us for copies of your personal data.
· Your right to correction
You can always ask us to correct information you think is inaccurate and you can also ask us to complete information you think is incomplete.
· Your right to withdraw your consent
Where we process personal data based on consent, individuals have a right to withdraw consent at any time. To withdraw consent to our processing of your personal data please contact us. If you no longer wish to receive e-mails with information or marketing material about company, please click on the unsubscribe link in the relevant e-mail received from us. The withdrawal of consent shall not affect the lawfulness of processing based on consent before its withdrawal.
· Your right to erase
You can also ask us to erase your personal information
· Your rights to restriction of processing and to object to processing
You have the right to ask us to restrict the processing of your information in certain circumstances and the same goes for your right to object to processing.
· Your right to data portability
This only applies to information you have given us. You have the right to ask us to transfer the information you gave us to another organization, or to give it to you. The right only applies if we are processing information based on your consent or under, or in talks about entering into a contract and the processing is automated.
4 Ownership of JEM and Confidential Information will remain the property of the Discloser. The Discloser does not grant any express or implied license under any patents, trade secrets, copyrights, trademarks, or other rights.
5 Grant of License: Software Product License. Subject to the terms of this agreement, The Company hereby grants to the Client a non-exclusive license to possess and to use a copy of the Software, if the Client has made prior agreements about the use of Software with The Company and has agreed to pay any and all withstanding and future fees and charges to Company.
6 Reproduction and Distribution. Software is being distributed by AppSource (from Microsoft Corporation) and The Company. The Client agrees not to reproduce and distribute any copies of the Software to any other parties.
7 This agreement shall have a term of thirty (30) days, unless earlier terminated by either party upon written notice to the other party. Recipient’s obligations with respect to any Confidential Information will survive for a period of three (3) years after any termination of this agreement; provided however, that The Client’s obligations shall continue indefinitely with respect to any Confidential Information constituting a trade secret. The Client will return or destroy all Confidential Information provided by Discloser (including copies thereof) upon termination at Discloser’s written.
8 Scope. Nothing in this agreement prohibits or limits Recipient’s use of any information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies): (i) previously known to The Client prior to its receipt from the Discloser, (ii) independently developed by or for The Client, (iii) acquired from a third party which was not, to The Client’s knowledge, obligated to the Discloser not to disclose such information, or (iv) which is or becomes publicly available through no breach of this AGREEMENT by The Client. Nothing in this AGREEMENT will prohibit or restrict either party’s right to develop, use, or market products or services similar to or competitive with those of the other party disclosed in any Confidential Information as long as it does not breach this AGREEMENT.
9 Compelled Disclosure. If Recipient receives a subpoena or other legal process requiring disclosure of Confidential Information, unless otherwise required by law, The Client will promptly notify the Discloser and will reasonably cooperate (at Discloser’s request and expense) in opposing such a demand. The Client is entitled to comply with such demand to the extent required by law.
10 Governing Law: This AGREEMENT will be governed by and construed in accordance with the laws of the Govt of India, excluding its conflict of law rules. No waiver or modification of this AGREEMENT shall be valid unless in writing and signed by the parties. If a court of competent jurisdiction finds any term or provision of this AGREEMENT to be invalid, void or otherwise unenforceable, the remaining provisions of this AGREEMENT will remain in full force and effect. This AGREEMENT does not create and shall not be construed as a teaming, joint venture, partnership, or similar association between the Parties. Nothing in this AGREEMENT is intended to confer on any third party any benefit or right to enforce any term hereof. Neither party may assign its rights or delegate its duties or obligations under this AGREEMENT without prior written consent of the other party, which shall not be unreasonably withheld.
11 Entire AGREEMENT. This AGREEMENT sets forth the entire AGREEMENT and understanding of the parties with respect to the subject matter herein and supersedes all prior oral, written, or electronic AGREEMENTs or understandings of the parties.