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Srest Information Technology (SRest) is a leading provider of end-to-end web-based solutions to enterprises worldwide.

SRest technology to increase the speed at which organizations innovate.
Product Terms

PRODUCT TERMS


Modification Date: September 1st, 2008


1.0 ACCEPTANCE OF AGREEMENT

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING SREST'S PROGRAM(S) OR ANY SREST'S PRODUCTS YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE PROGRAM(S) OR PRODUCTS; IF YOU ACQUIRED THE PROGRAM(S) AND PAID A LICENSE FEE, PROMPTLY RETURN THE PROGRAM(S) AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM YOU ACQUIRED IT TO OBTAIN A REFUND OF THE AMOUNT YOU PAID IF IT IS REFUNDABLE. IF IT COMES IN PACKAGE AND THE PACKAGE IS OPENED THEN REFUND ARE NOT GIVEN.

For complete list of definitions see "Definition".

This Agreement constitutes agreement between Srest and you and, as applicable any insertion orders or product agreement or service agreements executed by you and Srest whether online or via email or physical sign or via fax. Those come into effect only after you recieve and agreement id by us. You are required to verify that you can see those agreement online via link provided by us. The terms of this Agreement shall apply to all products or programs provided by Srest unless a agreement excluding these terms are made. The terms and conditions of any Order Form shall control over any conflicting terms and conditions contained in this Agreement.

This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to ordering any product or customization from Srest.

2.0 ENTITLEMENT

The Product is owned by "Srest" or a srest supplier. "Srest" grants you a non exclusive license to use one copy of the Program on one computer when you lawfully acquired.

You may  use the Product up to the level of use specified in the PoE and make and install copies, including a backup copy, to support such use. The terms of this license apply to each copy You make. You will reproduce all copyright notices and all other legends of ownership on each copy, or partial copy, of the Product.  Customer may not copy the Product onto any public or distributed network.

If You acquire the Product as a Product upgrade, after You install the upgrade You may not use the Product from which You upgraded or transfer it to another party.

You will ensure that anyone who uses the Product (accessed either locally or remotely) does so only for Your authorized use and complies with the terms of this Agreement.

You may not 1) use, copy, modify, or distribute the Product except as provided in this Agreement; 2) reverse assemble, reverse compile, or otherwise translate the Product except as specifically permitted by law without the possibility of contractual waiver; or 3) sub license, rent, or lease the Product. Srest may terminate Your license if You fail to comply with the terms of this Agreement. If Srest does so, You must destroy all copies of the Product and its PoE.

Applicable copyright laws shall apply to the Software and Embedded Software. Title to the medium on which the Product is recorded or stored is transferred to Buyer, but not title to the Software or the Embedded Software. Buyer may use Software on a multi-user or network system only if either, the Software is expressly labeled to be for use on a multi-user or network system, or one copy of the Software is purchased for each node or terminal on which Software is to be used simultaneously. Buyer shall not use, make, manufacture, or reproduce copies of Software or Embedded Software.

In return for the License Fee, Srest grants Customer a non-exclusive license to Use the object code version of the Product listed in Customer's order in conformance with:
1) The terms set forth herein; and
2) Use restrictions and authorizations for the Software specified by Srest in its quotation, invoice or terms that accompany the Product; and

Unless otherwise specified, all Product Licenses will be perpetual unless terminated.

Bundled Product or Firmware provided to Customer may only be used when operating the associated Device in configurations as sold or subsequently upgraded by Srest. Customer may transfer Firmware only upon transfer of the associated Device. Updates, upgrades, or other enhancements are available under Srest Support agreements. Srest reserves the right to require additional licenses and fees for use of the Software on upgraded Devices.

No part of this publication or documentation accompanying the Products or programs may be reproduced in any form or by any means or used to make any derivative such as translation, transformation, or adaptation without permission from Srest. Contents are subject to change without prior notice.

3.0 GENERAL

The Parties hereby agree that they may do business electronically, including contract formation, order placement and acceptance. Any orders placed by Customer and accepted by Srest on any Srest website or Srest/Customer extranet site will create fully enforceable obligations that will be subject to the terms hereof. Such orders and acceptances will be deemed for all purposes to be
a)Business records originated and maintained in documentary form,
b) A “writing” or “in writing,”
c) “Signed”;
d) An “original” when printed from electronic files or records

The Parties further agree not to contest the validity or enforceability of such transactions under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the Party to be bound thereby and will be admissible if introduced as evidence on paper in any judicial, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form. In addition, the Parties agree that transactions may be conducted through Electronic Data Interchange or other electronic methods, as agreed by the Parties. Customer and Srest will adopt commercially reasonable security measures to limit access to passwords and to limit access to unauthorized use of the sites or issuance of messages caused by the failure of its security measures.

You agree to allow Srest to store and use Your contact information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors, Business Partners, and assignees of Srest for uses consistent with their collective business activities, including communicating with You (for example, for processing orders, for promotions, and for market research).

4.0 COMPLEMENTARY SUPPORT AND MAINTENANCE

Srest provide complementary 5 year support from the performance of any product sold by Srest pursuant to this Agreement, including Maintenance Services, that such services shall be performed in a manner consistent with generally accepted industry standards. This is totally complementary and our "NO GUARANTEE OR WARRANTY" terms holds in case of any disputes. Srest may deny providing this support for any reasons or ask client to purchase the support at the rate as conveyed by Srest. Client may elect to purchase support and maintenance for the Product after 5 year by paying srest the applicable Maintenance Fees or buy extended support.

The product is provided "as is", without any guarantee made as to its suitability or fitness for any particular use. It may contain bugs or problems, so use of this tool is at your own risk. We take no responsibility for any damage that may unintentionally be caused through its use. If support request is made to Srest and it is determined that the error lies within what Srests Products, then Srest will rectify the errors in it for free. Srest will run comprehensive tests, pinpoint the problem and provide Client with a firm quote in case the problems is outside the scope. Client agrees to pay diagnostic fee even if client don't agree to go with Srest recommended approach. Srest will quote time and materials, based upon our standard repair rate. Srest judgement of rates are final.

Software issues that Client will be charged for include, but are not limited to: operating system errors, software configuration problems, incorrect printer setup, improper installation of previously installed software, virus infections and media problems. Srest shall be under no obligation to provide Support or Maintenance should such services be required due to
(a) damage occurring in transit;
(b) improper installation or operation;
(c) misuse, abuse or negligent use, repair, alteration or improper storage or any use which does not conform to the specific or general instructions of Licensor or to the provisions of the Documentation;
(d) any modification or attempted modification of the Software by Licensee or any third party;
(e) causes external to the Software or if the Software has been subjected to an extreme power surge or electromagnetic field, whether or not through the fault of Licensee; or
(f) Licensee's failure or refusal to implement software changes recommended by Licensor. Srest' interpretation of what can be supported and what cannot be supported is final. Any disputes, Srest always has the final say. (g) Software component not owned by Srest.

5.0 DATA RECOVERY AND BACKUP

Srest  shall not be responsible for any programs or data stored on your computer. Requests for recovery and restore functions will be at Srest’s standard labor rates. Client recognizes that data recovery can be tedious, costly and in some cases, unsuccessful.

6.0 ELECTRONIC DELIVERY

Srest usually deliver the Ordered Programs, Updates, and Documentation to Customer electronically over http, https, email or ftp. Customer agrees to set up a secure servers or to take other reasonable measures to assist Srest in the secure delivery of the Ordered Programs  and the parties collectively determine that electronic delivery is technically feasible within the time frame specified for delivery. The Ordered Programs and the Documentation will be electronically transmitted, and Srest and Customer each will provide the other party with tangible evidence that the Ordered Programs and Documentation were electronically transmitted and received, respectively.

7.0 CHARGES

The amount payable for a Program or product license may be a one-time charge or paid in installment as agreed upon. One-time charges are based on the level of use acquired which is specified in the PoE. srest does not give credits or refunds for charges already due or paid. If You wish to increase the level of use, notify "srest" or the party from whom You acquired it and pay any applicable charges.

If any authority imposes a duty, tax, levy or fee, excluding those based on srest’s net income, upon the Product, then You agree to pay the amount specified or supply exemption documentation. You are responsible for any personal property taxes for the Product from the date that You acquire it.

Payment shall be made in INR ( Indian Rupees) or U.S. dollars by bank draft, check or cash. A late payment charge of one and a half (1.5%) percent per month, or the maximum percentage rate permitted by law, if lower, shall be charged on all past due balances.

If any points in the requirement document associated with the product customization request is not done for any reasons, Srest is only liable to refund the amount paid for that point in case payment is already made or not charge for that point. If quotation for that point is not made separately, then Srest assessment of the value of that point is final.

Not all points mentioned in brochure or website are available at the price quoted to you. You get what exactly you got. Srest may remove features or functionality any time with or without notice. Srest may add features with or without notice to you. If you need the older version or support for older version, then separate charges are quoted to you. You are required to order older version suppor immediately following the order of your product or its customization.

If you have been provided with features list available to you, then features are included in the price. Anything not mentioned in the customization document is not included in the price. It is very important that client go through that document very carefully, before ordering any products or services.

8.0 ORDER ACCEPTANCE POLCY

Your submission of an order and/or receipt of an order confirmation, automated or otherwise, does not signify our acceptance of such order. Srest reserves the right to cancel any order that we deem necessary, at our sole discretion, regardless of the order status or whether you have received a confirmation of the order. We reserve the right to require additional information from you before accepting or processing any order.

In the event Buyer requests that an order for products or services which it has placed with Srest be canceled prior to shipment, and with which request Srest agrees, Buyer shall be liable to Srest for all costs incurred by Srest as a result of such cancellation, including but not limited to, cancellation costs to suppliers and unreimbursed advances on goods, if any, together with any specifically identifiable incidental and consequential expenses.

9.0 INSTALLATION AND ACCEPTANCE

Product installation information is available with Products, on quotations or upon request. Installation by Srest, when included in the purchase price, is complete when the Product passes Srest's standard installation and test procedures.

For Products without installation included in the purchase price, acceptance by Customer occurs upon download or online use or shipment from Srest or payment for the product. For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by Srest. If customer schedules or delays installation by Srest more than thirty (15) days after delivery, Customer acceptance of the Product(s) will occur on the 16th day after Delivery. Usually installation of product is done remotely and client agrees to do any activity on their server as requested by Srest.

10.0 NO WARRANTY OR GUARANTEE

THE PRODUCT AND THE PROGRAM ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THIS IS THE SOLE AND EXCLUSIVE WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SREST, ITS AFFILIATES, DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. SREST DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

SREST does not warrant that any product will meet your requirements or that the operation of any computer software will be uninterrupted or error free. We assume no responsibility for problems associated with incompatible operating systems or equipment or for problems arising out of the interaction of SREST software with software not furnished by us.

You assume all risk as to the suitability, performance quality and compatibility of the product, and in this respect the product is being provided on an “AS IS” basis. . As detailed above, SREST does not make any representations or warranties with respect to the accuracy or completeness or completeness of any software.

SREST NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER OBLIGATION OR LIABILITY. The exclusion also applies to any of srest’s Program developers and suppliers.

11.0 LIMITATION OF LIABILITY

FOR ALL EVENTS AND CIRCUMSTANCES, SREST AND ITS AFFILIATES' AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT TO EXCEED THE AMOUNT THAT CLIENT PAID TO SREST FOR THE PRODUCT OR PROGRAMS IN THAT YEAR. This limitation of liability also applies to Srest’s Program developers and suppliers. It is the maximum for which they and Srest are collectively responsible.

UNDER NO CIRCUMSTANCES IS SREST, ITS PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:
1.    LOSS OF, OR DAMAGE TO, DATA;
2.    SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR
3.    LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.

12.0 DISCLAIMER ON DAMAGES

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR OTHER TERMS AND AGREEMENTS, IN NO EVENT WILL SREST OR ITS AFFILIATES BE LIABLE TO CLIENT OR ITS AFFILIATES FOR: ANY CLAIM BASED UPON A THIRD PARTY CLAIM; ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF SREST OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.0 GOVERNING LAW AND CONSENT TO JURISDICTION

The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the laws of India  without giving effect to the conflicts of laws provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods.

All of our rights, duties, and obligations are subject to the courts of Mumbai, Maharashtra, India.

14.0 EXPORT RESPONIBILITIES

Srest may supply Client with technical data that may be subject to export control restrictions. Srest will not be responsible for compliance by Client with applicable export obligations or requirements for such technical data. Client agrees to comply with all applicable export control restrictions.

15.0 NONDISCLOSURE.

Each party may have access to information that is confidential to the other party ("Confidential Information"). Srest's Confidential Information shall include, but not be limited to, the Programs, Documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the terms and pricing under this Agreement, and all information clearly identified in writing at the time of disclosure as confidential. Customer's Confidential Information shall include but not be limited to, its software programs, formulas, methods, know-how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, and all information clearly identified in writing at the time of disclosure as confidential. Confidential Information includes all information received from third parties that either party is obligated to treat as confidential and oral information that is identified by either party as confidential.

A party's Confidential Information shall not include information that
(i) is or becomes a part of the public domain through no act or omission of the other party;
(ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party;
(iii) is lawfully disclosed to the other party by a third party without restriction on disclosure
(iv) is independently developed by the other party without use of or reference to the other party's Confidential Information
(v) is required to be disclosed by law or valid order of a court or other governmental authority.

The parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party (except third parties who are Users as defined hereunder) or to use each other's Confidential Information for any purpose other than in the performance of this Agreement. Customer shall not disclose the results of any performance tests of the Programs to any third party without Srest's prior written approval. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement. The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement or even under termination of this agreement.

16.0 INDEMNIFICATION

You agree to indemnify, defend and hold us and our partners, agents, officers,  directors, employees, subcontractors, successors, assigns, third party  suppliers of information and documents, advertisers, product and service  providers, and affiliates (collectively,” Affiliated  Parties”) harmless from any liability, loss, claim and expenses related to your violation of the Agreement

17.0 NO WAIVER

Srest failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Srest's right to subsequently enforce such provision or any other provisions under this Agreement.

18.0 SEVERABILITY

If any provision of this Agreement is deemed illegal, invalid, void or otherwise unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

19.0 SURVIVAL

All provisions in this agreement which by their nature extend beyond the termination of any sale or license of Products or Support or Services for examples terms relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

20.0 SERVICES MARKS

"SRest","Srest.biz", "SecuredTimesheet", "Genuinepics", "SecuredGreeting", "SecureDir", "Ticket2Jobs", "Secured Web" and others are our service marks or registered service marks or trademarks. Other product and company names mentioned on the Site may be trademarks of their respective owners.