Master Subscription Agreement####THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES (“Astonous Shipping Manager”). This Master Subscription Agreement (this "Agreement") is effective from the first date of use ("Effective Date") of Astonous Shipping Manager between Your Company together with its Affiliates, "You" or “Your”), and Astonous Cloud Solution Pvt. Ltd.####BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.####Astonous Cloud Solution Pvt. Ltd. provides access to “Astonous Shipping Manager” and provides maintenance and support for said applications ("Services").Astonous desires to provide the Services to You on the terms and conditions set forth in this Agreement by permitting You access to the proprietary Astonous Shipping Manager You accept all the terms in this Agreement.####THIS AGREEMENT IS BETWEEN YOU AND Astonous Cloud Solution Pvt. Ltd. Astonous Shipping Manager is HOSTED FOR Astonous Cloud Solution Pvt. Ltd. by SALESFORCE.COM. Astonous Cloud Solution Pvt. Ltd. MAKES NO WARRANTY ABOUT THE HOSTING CAPABILITY BY SALESFORCE.COM NOR IS Astonous Cloud Solution Pvt. Ltd. LIABLE FOR ISSUES THAT ARE A RESULT OF SALESFORCE.COM HOSTING Astonous Shipping Manager.####COPYING OF CODE OR CONCEPTS IN SERVICES IS EXPRESSLY FORBIDDEN.####You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. As set forth above, the Agreement Effective Date shall be the date of You signing this Agreement below.######1. DEFINITIONS####“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.####"AppExchange" means the online directory of applications that interoperate with Salesforce.com and includes a listing for Our Services. The AppExchange is located at http://www.salesforce.com/appexchange or at any successor websites.####"Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.####“Org", “Sandbox Org” or “Production Org” means the virtual space (instance) provided by Salesforce.com to You that includes your salesforce data, customizations and applications and is used in connection with Our Services. An Org may reference Your production environment (“Production Org”) or a developer or test instance (“Sandbox Org”).####"Purchased Services" means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.####"Astonous Shipping Manager" means the Software Product that is provided as a service by Astonous Cloud Solution Pvt. Ltd. and collectively represents all Editions and versions of the product.####"Services" or “Software Product” means Astonous Shipping Manager Application that is installed via the AppExchange and/or other designated websites or that are ordered by You as part of a Trial Edition (under an Order Form, including associated maintenance and support for said applications.####"Subscription Term" is a paid subscription period indicated on a signed Order Form when You can use Services provided by Astonous Shipping Manager.####"Term" means collectively the Subscription Term and the Trial Period.####"Trial Period" the period in which You use Astonous Shipping Manager Free that terminates and is superseded by the Subscription Term once an Order Form is signed. You acknowledge that You have had the opportunity to review the Service during the Free Trial Period to determine suitability “As Is” prior to signing a Purchase Order.######"Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Each User of Our Service must also have a valid and compatible Salesforce License provisioned in order to use Our Service. Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.####"Astonous", "We," "Us," "Our" or “Licensor” means Astonous Cloud Solution Pvt. Ltd.####"You," "Your," or “Licensee” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.####“Your Data” means electronic data and information submitted by or for You to Us in connection with the Purchased Services or collected and processed by or for You using the Purchased Services.######2. SERVICES####2.1. Right to Access Services. Subject to the terms of this Agreement, Astonous Cloud Solution. hereby grants to You, during the Trial Period or the Subscription Term, as applicable, a non-sublicensable, non-transferable, worldwide, non-exclusive right to access and use the Services in accordance with any Order Forms and this Agreement. Each Order Form executed hereunder specifies the fees, the number of Users, the Edition and the Subscription Term. You may use Services solely for Your internal business purposes. You are solely responsible for providing, at Your own expense, all network access, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software, software licenses and other equipment as may be necessary to connect to, access and use the Services. Astonous Shipping Manager is licensed. A license confers no title or ownership in this Software Product and should not be construed as a sale of any rights in this Software Product or source code. If during the term of this Agreement Astonous Cloud Solution Pvt. Ltd dissolves, closes its business, or otherwise ceases its operations, Astonous Cloud Solution Pvt. Ltd shall provide to You access to, and a royalty-free license for You to continue to use the Services in accordance with the terms of this Agreement.####2.2. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations.####2.3. Users. You may access and use the Services up to the maximum number of Users specified on the Order Form.##2.4. Support. We shall: (i) provide the relevant Support for the Purchased Service to You (ii) use commercially reasonable efforts to make the Purchased Service available 24 hours a day, 7 days a week, except for: (a) emergency downtime, or planned downtime as notified to You from time to time, or (b) any unavailability caused by a Force Majeure Event.####2.5. Upgrades.Astonous. makes no promise on future upgrade availability, suitability or backward compatibility. Astonous shall not have any obligation to provide maintenance, support, updates, enhancements or modifications thereto. Notwithstanding the foregoing, Astonous. may make an upgraded version of the Software Product available during the Term, and You are entitled to test and use such upgrades of the Software Product at Your discretion and risk without incurring any additional licensing costs. You accept and assume any and all risks associated with any upgrades including but not limited to interoperability and compatibility.######3. FEES AND PAYMENT FOR PURCHASED SERVICES####3.1 Subscription Fees. You shall pay all Subscription Fees specified in all Order Forms hereunder in accordance with this Agreement and the Order Form. Except as otherwise specified herein or in an Order Form, (i) subject to section 5.2 below, all fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable,##3.2 Invoicing and Payment. Subscription Fees will be invoiced in full, in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due immediately upon the date of the applicable Order Form. Unless otherwise agreed by Us in writing, You will not be given access to the Astonous Shipping Manager Service until such payment is received by Us. Unless otherwise agreed by Us, You shall pay such invoices either by credit card payment, cheque payment or wire transfer. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. You acknowledge and agree that any credit card or other means of payment and related billing and payment information that You provide to Us may be shared by Us with companies who work on Our behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Us and servicing Your account.##3.3 Overdue Charges. If any amounts invoiced hereunder are not received by Us by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.##3.4 Suspension of Service. Subject to section 5.5, if any undisputed charge owing by You is thirty (30) days or more overdue, We may, without limiting Our other rights and remedies, suspend the Astonous Shipping Manager Service until such undisputed amounts are paid in full, provided We have given You ten (10) or more days’ prior notice that Your account is overdue in accordance with the “Notices” section below.##3.5 Payment Disputes. We shall not exercise Our rights under the “Suspension of Service” sections above if You are disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute.##3.6. Payment Disputes. We shall not exercise Our rights under Section 3.3 (Overdue Charges) or 3.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.####3.7. Taxes. Unless otherwise stated, Our Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If####3.8. Future Functionality. You agree that Your purchase is based solely on existing features and functionality and not contingent on delivery of any future features or functionality even in the case where We have made oral or written comments regarding future features or functionality.####3.9 Price changes. We may change Our prices for User Subscriptions at any time upon thirty (30) days written notice to You prior to the commencement of any renewal Subscription Term.####4. TERM AND TERMINATION####4.1. Term of Agreement. This Agreement commences on the date You install the Astonous Shipping Manager and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free Trial Period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free Trial Period. The Trial Period may be terminated by Astonous at any time without the consent of or notification to You.####4.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the Subscription Term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term.####4.3. 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.####4.4. Refund or Payment upon Termination. There are no refunds for any Fees paid. You of the obligation to pay any Fees payable to Us for the period prior to the effective date of termination.######5. PROPRIETARY RIGHTS####5.1 Astonous Shipping Manager (the "Software Product") is licensed, not sold, for use. A license confers no title or ownership in this Software Product and should not be construed as a sale of any rights in this Software Product or source code. It grants you ("The Licensee") a non-exclusive, non transferable license to use the Software Product for the time duration specified ('Active License Term"), but the Company ("Astonous Cloud Solution Pvt. Ltd.") retains all property rights in the Software Product.##5.2 Restrictions. You shall not (i) permit any third party to access the Astonous Shipping Manager Service except as permitted herein or in an Order Form, (ii) create derivative works based on the Astonous Shipping Manager Service, (iii) copy, frame or mirror any part or content of the Astonous Shipping Manager Service, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer, decompile or otherwise attempt to derive the source code of the Astonous Shipping Manager Service, or (v) access the Astonous Shipping Manager Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Astonous Shipping Manager Service.##5.3 Your Applications and Code. You, a third party acting on Your behalf, or a User may create applications or program code which sits on top of the Astonous Shipping Manager Service as permitted in the User Guide. In such cases, You authorize Us and Our service providers to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Astonous Shipping Manager Service in accordance with this Agreement; provided that We are not responsible or liable in anyway for any such applications or program code or their effect on Astonous Shipping Manager Service or performance thereof. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.##5.4 Marketing. Upon Your prior written consent (not to be unreasonable withheld or delayed), We or Our Affiliate’s may use Your name and logo for inclusion on Our website and in Our customer and/or supplier lists, and promotional, marketing and investment materials.##########6. WARRANTY##The Licensee has been given the opportunity to install and test the Software Product and is satisfied with the Software Product "AS IS". The Licensee has made their purchasing decision based solely on existing features and functionality. Astonous has made no promise nor is there any expectation that the Software Product is capable of or will be capable of performing anything over and above what is provided in the Purchased Subscription. The Licensee acknowledges and assumes the risk of outages and future incompatibilities may arise between the Software Product and any dependent or independent computer applications, platforms or systems, and assumes all risk that any such dependencies could affect the Software Product in unintended, undesirable ways or render the Software Product inoperable. Technologies provided by third party vendors including, but not limited to, Salesforce, FedEx, Adobe, USPS, UPS and Shipping Carrier providers may introduce changes that have unintended consequences and results in the Software Product becoming unusable. Licensee assumes all such risk.Astonous Cloud Solutions. DOES NOT WARRANT THAT SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE.######7. CONTRACTING PARTIES, NOTICES####7.1. General. You are contracting with Astonous Cloud Solution Pvt. Ltd. Notices should be addressed to Astonous Cloud Solution Pvt. Ltd., B-37, S-2 Bhaskar Enclave-2 Patrakar Colony, Jaipur, RJ. 302020, India. ####7.2. Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim).####7.3. EU Data Protection Directive 95/46/EC and Processing Personal Data. Since the Services run entirely within Your Salesforce Org. Astonous Shipping Manager is not directly managing Your data with respect to the storage, transfer, blocking, destruction of personal data nor the purpose, timing or frequency of such events. While Your data is used in connection with your use of the Service, all Your data remains within Your existing Salesforce data servers, without direct access or inter-mediation by Astonous Shipping Manager. For the purposes of EU Data Protection Directive and this Agreement, Astonous Shipping Manager considers itself neither a “Data Processor” nor a “Data controller”. As such, Astonous Shipping Manager does not possess documentation for security measures that protect Your data as this is obtainable only from Salesforce. This does not mean that these security features are not present, but rather that Astonous Shipping Manager has no involvement nor bearing over the specific measures enacted to protect Your data or direct control of how data is processed.####8. CONFIDENTIALITY####8.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data, Our Confidential Information shall include the Services, and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.####8.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care.####9. MUTUAL INDEMNIFICATION####9.1. Indemnification by Us. We shall defend, indemnify and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs actually incurred by You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.####9.2. Indemnification by You. You shall defend and hold Us harmless against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs actually incurred by Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.####9.3. Exclusive Remedy. This Section 11 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.######10. SEVERABILITY; WAIVER####If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of or with respect to any provision of this Agreement, nor consent by a party to the breach of or departure from any provision of this Agreement, will in any event be binding on or effective against such party unless it is in writing and signed by such party, and then the waiver will be effective only in the specific instance and for the purpose for which given.######11. GENERAL PROVISIONS####11.1. Entire Agreement and Order of Precedence. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement.####11.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.####11.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.##11.4 Export Compliance. The Astonous Shipping Manager Services, other Our technology, and derivatives thereof may be subject to export laws and regulations of State and other jurisdictions.##11.5 Anti-Corruption. Each party will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption. If a party learns of any request or demand for any undue financial or other advantage of any kind received by either party in connection with the performance of this Agreement, it will promptly notify the other party’s Legal Department.######11.6. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, unless specified in the Order Form.####11.7. Captions. The captions and headings are inserted in this Agreement for convenience only, and will not be deemed to limit or describe the scope or intent of any provision of this Agreement.####11.8. Execution. Each party acknowledges that facsimile or e-mail (PDF) signatures are fully binding, and the signatory for each party certifies that he or she has full authority to legally bind its organization to the terms of this Agreement.####By installing this product, You validly enter into this Agreement and warrant that You have the legal power to do so.
