• Agreement means the terms and conditions as detailed herein including all schedules, appendices, annexures, Privacy Policy, and will include the references to this Agreement as amended, notated, supplemented, varied or replaced from time to time.
• “Martjack” or “Martjack application” or “Software” means the software Platform ("Software") provided by Reasoning.
• Services means the merchants services provided by Reasoning, including hosting of the online store, site design, email services, marketing services, domain name registration, and other related services as may be offered from time to time. Software and/or Services provided by Martjack on SAAS (software as service) model.
• “Martjack License” or “Martjack Application License” has its meaning described in Section 2 of this agreement.
• “Martjack site” or “Martjack website” refers to the Martjack product website – www.martjack.com
• “Affiliate ” means, with respect to each Party, any person or entity directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with a Party. For the purpose of this definition, the expression “Control”, “Controlled” or “Controlling” shall mean, with respect to any person or entity, any circumstance in which such person or entity is controlled by another person or entity by virtue of the latter person or entity controlling the composition of the board of directors or owning the largest or controlling percentage of the voting securities of such person/entity or by virtue of any contractual arrangements or otherwise.
• “Intellectual Property Rights” means all patents (whether registered or not), trademarks( whether registered or not), copyrights (whether registered or not), design rights, trade secrets, marks or any other intellectual property rights in Software licensed, granted or assigned by Reasoning to, or otherwise vested in, Licensee pursuant to the Agreement.

• The Software provided by Reasoning, and all intellectual property rights therein, are the exclusive property of Reasoning.
• Subject to the terms and conditions of this Agreement, Reasoning grants to Licensee a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Reasoning ("Reasoning Servers") through the MartJack Application solely for the purpose of building and maintaining an interactive store hosted by the Reasoning Servers on which Licensee offer Licensee's or a third party's products or services ("Licensee's Store").
• The Software and its structure, organization, and source code constitute valuable trade secrets of Reasoning. Accordingly, except as expressly allowed Licensee will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party.
• ADDITIONAL SOFTWARE AND SERVICES: Certain additional features that Reasoning may make available to Licensee may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, Reasoning may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). Such software and services are subject to additional payments as required and are subject to Licensee's consent to such terms and conditions associated with the use of additional software and services.

• Upon activation of Licensee's account and subject to the payment of applicable fees, Reasoning will provide certain hosting, support and other miscellaneous Services for the Software licensed by Licensee under this Agreement and Licensee's Store during the term of this Agreement as published on the MartJack Site. Licensee's Store shall be hosted on a Reasoning Server on which several merchants may share the resources and network capacity of that Reasoning Server.
• STORE DESIGN AND CUSTOMIZATION: At Licensee's request, and subject to Reasoning's acceptance of Licensee's request and Licensee's payment of applicable fees, Reasoning will provide or instruct one of its “affiliates” to provide, design and customization Services for Licensee's in accordance with Reasoning's then current customization terms and conditions.
• DOMAIN NAME REGISTRATION: At Licensee's request and subject to Your agreement to applicable terms and conditions and the payment of applicable fees, Reasoning's Additional Services may include acquisition and registration of a second-level domain name ("Domain Name") for Your Store on Your behalf. You hereby appoint Reasoning and third parties who provide domain name registration services to Reasoning as Your agent in the acquisition, registration and ongoing administration of Domain Names on Your behalf and You authorize Reasoning and third parties who provide domain name registration services to Reasoning to select and issue binding instructions to domain name registrars and registries used to acquire, register and administer Domain Names on Your behalf. Reasoning provides this Service as a convenience to You only and You hereby waive any and all claims that You may have, or which may later arise, against Reasoning for any and all damages, losses, claims or expenses arising out of or related to the acquisition, registration and/or use of such Domain Name. In addition, Reasoning reserves the right, in Reasoning's sole discretion, to refuse to acquire or register any domain name requested by You, and to discontinue the use of any domain name requested by you.
• CHANGES IN SERVICES: Reasoning reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to licensee . Licensee agree to receive administrative communications from Reasoning in regards to the Software, Services, Licensee's account, policy changes and system updates.

• Licensee will be solely responsible for the development, operation and maintenance of Licensee's Store, including the operation of Licensee's Store, accepting, processing and filing customer orders generated through Licensee's Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Licensee's Store. Licensee agrees that Reasoning has no obligation to back-up any data related to Licensee’s Store's operations other than product data, order data and Customer Data stored in the MartJack system and Licensee should independently take appropriate steps to maintain such data in accordance with Licensee’s needs and requirements.
• Licensee will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Licensee's Store, regardless of whether Reasoning provides any design or customization Services to Licensee under this Agreement, including all descriptions of the products and services Licensee offer to customers of Licensee's Store and user-generated content on and related to Licensee's Store. As a conduit, Reasoning will give Licensee complete discretion over Licensee's content provided it is compatible and interoperable with the Software and Services provided by Reasoning under this Agreement. Licensee retain all rights, title and interest in and to all intellectual property rights embodied in Licensee's content, exclusive of any content provided by Reasoning. Notwithstanding anything contained in the foregoing, if Licensee breach any of the covenants in Section 5.1 of this Agreement, Reasoning is entitled to suspend or terminate Licensee's Store and/or any access to information or data related to Licensee's account and the Software in accordance with Section 12 of this Agreement.
• Licensee acknowledge that, by only providing Licensee with the ability to publish and distribute Licensee's own or third party products, services or content, Reasoning and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. Reasoning has no obligation to Licensee or any third party, and undertakes no responsibility, to review Licensee's Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Licensee's Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if Reasoning believes in its sole discretion (as applicable) that Licensee's Store or any products, services, content or other materials in the Store or on Reasoning Servers may create liability, Reasoning may take any actions with respect to the content or materials.
• Licensee hereby grant Reasoning and its affiliates an irrevocable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Licensee's content solely for the purposes provided in this Agreement. Licensee further agrees that Reasoning has the exclusive right, in its sole discretion, to share or distribute the content provided by Licensee and to either allow or to disallow, any or all web crawlers to index sites or pages or e-stores hosted with Reasoning. Reasoning shall not be held responsible in the event Licensee violates any intellectual property rights of the other Parties and Licensee shall alone responsible for such violations.

• COVENANTS BY LICENSEE: Licensee covenant that any products, services, or content published and distributed on Licensee's Store and Licensee's related activities shall not violate the Reasoning Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:
  
  

  i) Be false, inaccurate or misleading.

  
  

  ii) be fraudulent or involve the sale of counterfeit or stolen items

  
  

  iii) Infringe or misappropriates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.

  iv) Violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising).

  
  

  v) Be defamatory or libelous or unlawfully threatening or harassing, or advocating or promoting or providing assistance for acts involving violence that may cause significant risk of death or injury, or other unlawful activities.

  
  

  vi) Be obscene or contain pornography.

  
  

  vii) contain any viruses, Trojan horses, worms, time bombs, cancel bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

  
  

  viii) involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and Licensee shall not use Licensee's account or Licensee's Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities

  
  

  ix) involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express consent of that person or entity and of which consent Licensee shall maintain a record for a period of three (3) years after any termination of this Agreement.

  
  

  x) be harmful or potentially harmful to the Reasoning Server infrastructure as determined in Reasoning's sole discretion, including without limitation overloading the Reasoning technical infrastructure.

  
  

  xi) create liability for Reasoning and its subcontractors or expose them to undue risk or otherwise engage in activities that Reasoning, in its sole discretion, determines to be harmful to Reasoning' affiliates, operations, reputation, or goodwill, and

  
  

  xii) Link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate Reasoning' Prohibited and Restricted Items clauses that are incorporated herein by reference and may be amended from time to time.

  
  
• Licensee shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force or any item mentioned in Reasoning' Prohibited and Restricted Items list provided on the website.
• Licensee agree to display and adhere to terms of use or other user-type agreement, as well as a privacy policy, governing Licensee's operation of Licensee's Store and Licensee's conduct with Licensee's Store's customers.
• BREACH OF COVENANT: Licensee's failure to comply with the covenants set forth in Section 5.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement.

• Licensee agrees to pay to Reasoning the Fees in the amount, manner and at the times set out in ANNEXURE B; Licensee are responsible for payment for its own license of Martjack application as well as for the licenses sub-licensed to its merchants.
• PAYMENT TERMS: Reasoning will invoice Licensee and Licensee agree to pay for
  
  

  i) non-refundable monthly subscription and other annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to Licensee by or on behalf of Reasoning in the following month, and

  
  

  ii) Transaction fees and all other fees designated in the Fees Policy to be paid in arrears based on the value of goods and services sold through Licensee's Store during the previous calendar month, in accordance with the invoicing and payment requirements set forth in the Fees Policy.

  
  
• TAXES: All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, state or foreign, and Licensee will be responsible for payment of all such taxes (other than taxes based on Reasoning' income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement.

• Reasoning, its suppliers and service providers, provide the software, additional software, and services, on an "as is" basis and expressly disclaim any and all express, implied or statutory warranties, including the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title, non-infringement; and warranties arising from a course of dealing, usage or trade practice are excluded. Reasoning, its suppliers and service providers, do not warrant that the software, additional software, or services will be error-free or uninterrupted and make no representations regarding uptime, use, data security, accuracy and reliability of their services. Licensee acknowledges and agrees that this section 7 is reasonable and an essential element of this agreement and that in its absence, the economic terms of this agreement would be substantially different.

• In no event shall Reasoning, its suppliers, or service providers, or their officers, directors, employees, contractors or agents be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the software, the additional software, the services or this agreement (however arising, including negligence). Reasoning', its suppliers', and service providers', cumulative liability, and the liability of their officers, directors, employees, contractors and agents to Licensee or any third parties in any circumstances shall be limited to payment received by Reasoning for that particular service or month. There is no warranty in respect of the Martjack, Software or Services.
• Reasoning has made this software /service available to use as a matter of convenience. User agrees and acknowledges that user shall be solely responsible for their conduct and that Reasoning reserves the right to terminate Licensee's rights to use the service immediately, notwithstanding penal provisions under the laws enacted by the government of India or any other statutory, legislative or regulatory authority authorized in this regard from time to time.
• In no event shall Reasoning shall be liable for any direct, indirect, punitive, incidental, special or consequential damages or for any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Reasoning software/services for interrupted communications, delay, lost data or lost profits arising out of or in connection with this agreement, or otherwise arising out of the use of the MartJack software/services, whether based on contract, tort, negligence, strict liability or otherwise, even if Reasoning or any of its suppliers has been advised of the possibility of damages. Reasoning does not endorse in anyway any advertisers/ contents of advertisers on there web-pages. The clause shall survive the termination or expiry of this agreement.
• The material and information provided by Licensee (“content”) under this agreement belongs to Licensee who agrees to grant the rights to share, redistribute or otherwise use the content to Reasoning as described in Section 4 of this agreement. Licensee being the owner of the content provided shall be responsible for any acts of violation of rights of another or intellectual property infringement by way of the content provided. Reasoning makes no representations or warranties of any kind express or implied about the completeness, accuracy, reliability, of the content provided in the content or the information on products, services (information) made available Licensee. Reasoning and their business partners would not be liable for any intellectual property infringement or violation of rights of another by use of such contents.

• Licensee agree to indemnify and hold Reasoning, its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses and harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Licensee's breach of the User Agreement or the documents it incorporates by reference, or Licensee's violation of any law or the rights of a third party.

• As between Reasoning and Licensee, it is agreed that Licensee shall own all data disclosed by or collected about (a) an individual or entity that accesses Licensee's Store to browse or shop ("Customer Data"), and (b) Licensee ("Licensee's Data"). Reasoning does not share Licensee's Data to third parties for marketing purposes without Licensee's explicit consent and Reasoning only uses and disclose Licensee's Data as described in the Reasoning Privacy Policy, that is incorporated herein by reference and as it may be amended from time to time.
• Reasoning shall collect, store and process Customer Data and Licensee's Data on computers located in the any location, in any country, chosen by Reasoning at its discretion that are protected by physical as well as technological security devices subject to the privacy policy incorporated herein by reference.
• Licensee shall use, maintain, collect all Customer Data disclosed to Licensee in trust and confidence and use and disclose such information solely in accordance with the Privacy Policy of Reasoning.

• Without limiting other remedies, Reasoning may limit Licensee's activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Licensee's account or Licensee's Store, in whole or in part, and refuse to provide some or all of the Software functionality or Services to Licensee on failure of payment, breach of this agreement or any term incorporated by reference or failure to verify or authenticate any information provided by Licensee or if Reasoning believes that Licensee's actions may cause financial loss or legal liability for Licensee, Licensee's Store customers, or Reasoning.

• SUSPENSION: At the discretion of Reasoning and for any reason set forth in this section (Section 12) of this Agreement, Reasoning may suspend Licensee's account by deactivating any access by Licensee or by Licensee's customers to any information contained on the Reasoning Servers related to Licensee's account while maintaining the information and data related to Licensee's account upon the Reasoning Servers. Suspension shall specifically include the disabling of Licensee's Store and/or any access to information or data related to Licensee's account. In the event of any such suspension Licensee will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. Licensee will remain responsible for the payment of any such fees during any such period of suspension.
• TERMINATION: This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by Reasoning (a) as provided in this Agreement, (b) after a period of suspension as set forth in Section 12.1 of this Agreement, or (c) upon thirty (30) days written notice. Licensee may terminate this Agreement upon twenty-four hours notice by telephoning Reasoning' designated customer support center. Licensee's termination request may be recorded by Reasoning and will require Licensee's user name and password and verification code.
• In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and Licensee shall destroy all copies of the Software in Licensee's possession, if any. Upon termination, there will be no refund provided to Licensee except as set forth in the Price Policy and all outstanding fees owed by Licensee shall become immediately due and payable. Termination shall not affect the rights of Reasoning to recover from Licensee losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney's fees or expert witnesses' cost or other costs of any kind under this Agreement.

GENERAL

I have read all the terms & conditions printed above and I agree to abide by them.