End User License Agreement

Please read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" button, downloading or using www.halsimplify.com and www.halerp.com  ("Application/Website").
By clicking the "I Agree" button, downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.
If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the Application.

Definitions

“We, Our, Us - Shall mean and refer to the Platform and/or the Company, as the context so requires.
User - Shall mean and refer to natural and legal individuals who use the Application and who is of sound mind and competent to make sound and informed decisions.
‍Services - shall refer to the platform which provides the Users with the Halsimplify’s proprietary ERP, Apps, tools, templates, formats, checklists, process charts
‍Third Parties - Refer to any Application, Company or individual apart from the User and the creator of this Application. Platform - Refers to the Application which provides the Users with the Halsimplify’s proprietary ERP, Apps, tools, templates, formats, checklists, process charts
‍Halsimplify Pro Tools – Shall mean Halsimplify’s proprietary ERP like HAL ERP, Apps like ReachApp, HAL POSsible, tools, templates, formats, checklists, process chart
‍Usage Term – Shall mean the term duration for which the User has subscribed for under the purchase terms available at the unique User dashboard.
‍Usage Rights – Rights granted to You during the Usage Term and as set out under this Agreement.
‍Permitted Recipients – Shall refer to third party recipients that get access to Halsimplify Pro Tools through the Users approval.
‍IP Claim – Refers to Intellectual property claims made against Halsimplify’s Pro Tools if it  infringes a third party's patent, copyright or registered trademark.
Indian Standard Work Timings – Shall refer to standard work trimmings as per Indian time zones. (8AM to 5PM Indian Standard Time)
‍Halsimplify Partner - means the individual or company that Halsimplify acknowledges has a limited, non-exclusive right to market and resell Products, obtained from Halsimplify or an authorized Halsimplify distributor, in the Territory, directly to End Users.
‍Cloud Services -  Refers to a wide range of services delivered on demand to companies and customers over the internet. These services are designed to provide easy, affordable access to applications and resources, without the need for internal infrastructure or hardware.

1. Scope and Applicability

This Agreement between You and Halsimplify Solutions Private Limited (“Halsimplify”) covers Your use of the Halsimplify’s proprietary ERP, Apps, tools, templates, formats, checklists, process charts (“Halsimplify Pro Tools”). This document also incorporates any specific terms that may apply to the Halsimplify Pro Tools that You acquire.
You agree to be bound by the terms of this Agreement through

• Your download, installation, or use of the Halsimplify Pro Tools; or
  
• Your express Agreement to this Agreement

If You do not have authority to enter into this Agreement or You do not agree with its terms, do not use the Halsimplify Pro Tools.

2. Using Halsimplify Pro Tools

License and Right to Use

Halsimplify grants You a non-exclusive, non-transferable license to use the Halsimplify Pro Tools such as and including but not limited to templates, formats, checklists, process charts for Your direct benefit during the Usage Term and as set out under this Agreement (the “Usage Rights”).
Use by Third Parties: You may permit Authorized Third Parties to exercise the Usage Rights on Your behalf, provided that You are responsible for

• ensuring that such Authorized Third Parties comply with this Agreement and
• any breach of this Agreement by such Authorized Third Parties

Upgrades or Additional Halsimplify Tools

You may only use Upgrades or additional Halsimplify Tools beyond Your license Entitlement if You have

• acquired such rights under a support Agreement covering the same; or
• You have purchased the right to use Upgrades or additional Tools separately.

Interoperability of Tools

If required by law and upon Your request, Halsimplify will provide You with the information needed to achieve interoperability between the Halsimplify Tools and another independently created program, provided You agree to any additional terms reasonably required by Halsimplify. You will treat such information as Confidential Information.

Subscription Renewal

Usage Rights in Halsimplify Technology acquired on a subscription basis will automatically renew for the renewal period indicated on the order You have placed with Halsimplify (“Renewal Term”) unless:

• You notify Your Approved Source in writing at least 60 days before the end of The then-current Usage Term of Your intention not to renew; or
• You or Your Halsimplify Partner elect not to auto-renew at the time of the initial order placed with Halsimplify. Your Approved Source will notify You reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply for the upcoming Renewal Term unless You promptly notify Halsimplify in writing, before the renewal date, that You do not accept the fee changes. In that case, Your subscription will terminate at the end of the current Usage Term.

3. Halsimplify Partner

Resale Rights

Subject to the terms and conditions of this Agreement, Halsimplify grants Channel Partner the non-exclusive right to market and resell Halsimplify Pro Tools. Halsimplify Pro Tools must be obtained by Halsimplify Partner directly from Halsimplify, and may only be resold in the Territory, directly to End Users.  Halsimplify Partner will not modify or copy any Halsimplify Pro Tools; however, Halsimplify Partner may bundle the Halsimplify Pro Tools along with Halsimplify Partner’s hardware or software and distribute such bundled products to End Users provided that Halsimplify Pro Tools may only be used as part of a Subscription to one or more of the Databases.  Halsimplify Partner is free to set its own prices for the Halsimplify Pro Tools

Halsimplify Partner Obligations

Halsimplify Partner may not resell Halsimplify Pro Tools to End Users who intend to filter, screen, manage or censor Internet content for consumers without permission from the affected consumers and Halsimplify’s express prior written approval which may be withheld in Halsimplify’s sole discretion.  Halsimplify Partners will not sublicense the Halsimplify Pro Tools, and End Users are subject to the terms of the then-current End User Agreement included with Halsimplify Pro Tools.

Invoices, Payments, and Delivery

Halsimplify Partner: (a) will provide Halsimplify with a purchase order with (i) the End User’s full legal name, address, and contact information, (ii) Halsimplify Pro Tools’s part number for the Halsimplify Pro Tools ordered and the licensed capacity (e.g. number of Seats, Users, Devices, or appliances), and (iii) Halsimplify Pro Tools price per unit (e.g. Seat, User, Device, or appliance); (b) accepts title to the Software and acknowledges risk of loss of or damage to Halsimplify Pro Tools passes to Halsimplify Partner upon (i) delivery to a common carrier at Halsimplify’s point of shipment of the media containing the Software or (ii) Halsimplify electronically sending the Subscription Key for Halsimplify Pro Tools to the Halsimplify Partner or End User; and All amounts paid or payable, including the Subscription Fees, are nonrefundable. Halsimplify Partner will make payment to Halsimplify net thirty (30) days from invoice date without right of off-set, and any outstanding balances owed by Halsimplify Partner are subject to one and one half percent (1.5%) interest per month or the highest amount allowed by law, whichever is less.  Invoices will be sent to Halsimplify Partner at its current address on file with Halsimplify, or as otherwise directed by Halsimplify Partner in writing. From time-to-time Halsimplify may obtain credit reports on Halsimplify Partner to ascertain its credit worthiness.  In the event Halsimplify determines, in its sole discretion, Halsimplify Partner’s credit is not worthy of the payment terms allowed for hereunder, Halsimplify may change those terms in order to meet its assessment of the relative risk.

Proprietary Rights

All the related intellectual property rights are the exclusive property of Halsimplify or its licensors.   All right, title and interest in and to Halsimplify Pro Tools, any modifications, translations, or derivatives thereof, even if unauthorized, and all applicable rights in patents, copyrights, trade secrets, trademarks and all intellectual property rights in Halsimplify Pro Tools remain exclusively with Halsimplify or its licensors.  Halsimplify Pro Tools are valuable, proprietary, and unique, and Halsimplify Partner agrees to be bound by and observe the proprietary nature of Halsimplify Pro Tools. Halsimplify Partner may not remove any proprietary notice of Halsimplify or any third party. All rights not granted to Halsimplify Partner in this Agreement are reserved to Halsimplify.   No ownership of Halsimplify Pro Tools passes to Halsimplify Partner.  Halsimplify may make changes to Halsimplify Pro Tools at any time without notice. Except as otherwise expressly provided, Halsimplify grants no express or implied right under Halsimplify patents, copyrights, trademarks, or other intellectual property rights.

Right to Use Trademark and Trade Name

Any and all trademarks and trade names which Halsimplify uses in connection with the rights granted hereunder are and remain the exclusive property of Halsimplify.  
This Agreement gives the Halsimplify Partner no right therein except a limited right to reproduce trademarks and trade names as necessary for the sole purpose of allowing Halsimplify Partner to fully promote and market Halsimplify Pro Tools pursuant to the terms of this Agreement. Halsimplify’s artwork may be requested and used by Halsimplify Partner for the duration of this Agreement.

4. Additional Conditions of Use

Halsimplify Tools Conditions of Use

Unless expressly agreed by Halsimplify, You may not

• transfer, sell, sublicense, monetize or make the functionality of any Halsimplify Tools available to any third party;
• remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks;
• reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of the Halsimplify Tools;
• use Halsimplify Content other than as part of Your permitted use of the Halsimplify Tools.
  

Evolving Halsimplify Tools: Halsimplify may

• enhance or refine a Tool, although in doing so, Halsimplify will not materially reduce the core functionality of that Tool, except as contemplated in this Clause; and
• perform scheduled maintenance of the infrastructure and software, during which time You may experience some disruption to that Tool or the Services as a whole. Whenever reasonably practicable, Halsimplify will provide You with advance notice of such maintenance. You acknowledge that, from time to time, Halsimplify may need to perform emergency maintenance without providing You advance notice, during which time Halsimplify may temporarily suspend Your access to, and use.
  

Protecting Account Access

You will keep all account information up to date, use reasonable means to protect Your account information, passwords and other login credentials, and promptly notify Halsimplify of any known or suspected unauthorized use of or access to Your account.

Use with Third Party Products

If You use the Halsimplify Tools together with third-party products, such use is at Your risk. You are responsible for complying with any third-party provider terms, including its privacy policy. Halsimplify does not provide support or guarantee ongoing integration support for products that are not a native part of the Halsimplify Technology.

Open Source Software

Open source software not owned by Halsimplify is subject to separate license terms as set out on their respective platforms. The applicable open source software licences will not materially or adversely affect Your ability to exercise Usage Rights inapplicable Halsimplify Technology.

5. Fees

To the extent permitted by law, orders for the Halsimplify Tools are non-cancellable. Fees for Your use of Halsimplify Tools are set out in Your purchase terms. The fees are to be paid in advance at the beginning of each year.

6. Confidential Information and Use of Data

Confidentiality

Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who need to know (“Permitted Recipients”)

• must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this Agreement, and
• is liable for any breach of this Clause by its Permitted Recipients. Such nondisclosure obligations will not apply to information that: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. The recipient may disclose Discloser’s Confidential Information if required under regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same.
  

How We Use Data

Halsimplify will access, process and use data in connection with Your use of the Halsimplify Technology following applicable privacy and data protection laws.

Notice and Consent

To the extent Your use of the Halsimplify Technology requires it, You are responsible for providing notice to, and obtaining consents from, individuals regarding the collection, processing, transfer and storage of their data through Your use of the Halsimplify Technology.

7. Ownership

Except where agreed in writing, nothing in this Agreement transfers ownership in or grants any license to, any intellectual property rights.  You retain any ownership of Your Content and Halsimplify retains ownership of the Halsimplify Tools and Halsimplify Content. Halsimplify may use any feedback You provide in connection with Your use of the Halsimplify Tools as part of its business operations.

8. Indemnification

Claims

Halsimplify will defend any third-party claim against You that Your valid use of Halsimplify Tools infringes a third party's patent, copyright or registered trademark (the “IP Claim”). Halsimplify will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that You:

• promptly notify Halsimplify in writing of the IP Claim;
• fully cooperate with Halsimplify in the defence of the IP Claim; and
  
• grant Halsimplify the right to exclusively control the defence and settlement of the IP Claim, and any subsequent appeal. Halsimplify will have no obligation to reimburse You for attorney fees and costs incurred before Halsimplify's receipt of notification of the IP Claim. You, at Your own expense, may retain Your legal representation.
  

Additional Remedies

If an IP Claim is made and prevents Your exercise of the Usage Rights, Halsimplify will either procure for You the right to continue using the Halsimplify Tools or replace or modify the Halsimplify Tools with functionality that is at least equivalent. Only if Halsimplify determines that these alternatives are not reasonably available, Halsimplify may terminate Your Usage Rights granted under this Agreement upon written notice to You and will refund You a prorated portion of the fee You paid for the Halsimplify Tools for the remainder of the unexpired Usage Term.

Exclusions

Halsimplify has no obligation concerning any IP Claim based on:

• compliance with any designs, specifications, or requirements You provide or a third party provides on Your behalf;
• Your modification of any Halsimplify Tools or modification by a third party;
  
• the amount or duration of use made of the Halsimplify Tools, revenue You earned, or services You offered;
  
• combination, operation, or use of Halsimplify Tools with non-Halsimplify products, software or business processes;
  
• Your failure to modify or replace Halsimplify Tools as required by Halsimplify; or
  
• any Halsimplify Tools provided on a no-charge, beta or evaluation basis.
  

This Clause 7 states Halsimplify’s entire obligation and Your exclusive remedy regarding any IP Claims against You.

9. Warranties and Representations

Performance: Halsimplify warrants that:

• for a period of 14 days from the Delivery Date or longer as stated in Documentation, the Tools substantially complies with the Documentation; and
• during the Usage Term, it provides the Cloud Services with commercially reasonable skill and cares following the Documentation and Tool Specific Terms.
  
• Malicious Code: Halsimplify will use commercially reasonable efforts to deliver the Halsimplify Technology free of Malicious Code.
  
• Qualifications: Certain Clauses do not apply if the Halsimplify Technology or the equipment on which it is authorized for use:
  a) has been altered, except by Halsimplify or its authorized representative;
  b) has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this Agreement or Halsimplify’s instructions;
  c) is acquired on a no-charge, beta or evaluation basis;
  d) is not a Halsimplify-branded service; or
  e) has not been provided by an Approved Source.
  
• Upon Your prompt written notification to the source during the warranty period of Halsimplify’s breach of this Clause 8, Your sole and exclusive remedy (unless otherwise required by applicable law) is, at Halsimplify’s option, either.
  a) repair or replacement of the applicable Halsimplify Tools or
  b) a refund of the license fees paid
  
• Where Halsimplify provides a refund of license fees paid for Services, You must return or destroy all copies of the applicable Tools. Except as expressly stated in this Clause, to the extent allowed by applicable law, Halsimplify expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non-infringement, or that the Halsimplify Technology will be secure, uninterrupted or error-free. If You are a consumer, You may have legal rights in Your country of residence that prohibit the limitations set out in this Clause from applying to You, and, where prohibited, they will not apply.
  

10. Liability

Neither Party will be liable for indirect, incidental, exemplary, special or consequential damages; loss or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings. The maximum aggregate liability of each party under this Agreement is limited to

• for claims solely arising from Tools licensed on a perpetual basis, the fees received by Halsimplify for that Tools; or
• for all other claims, the fees received by Halsimplify for the applicable Halsimplify Technology and attributable to the 12 months immediately preceding the first event giving rise to such liability.
  

These limitations of liability do not apply to liability arising from

• Your failure to pay all amounts due; or
• Your breach of Clauses 2, Clause 3 and Clause 12. This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), infringement, or otherwise, even if either party has been advised of the possibility of such damages. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law. This limitation of liability is cumulative and not per incident.
  

11. Termination and Suspension

• Suspension: Halsimplify may immediately suspend Your Usage Rights if You breach Clause 2, 3 or 12
• Termination: If a Party materially breaches this Agreement and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for cause. Halsimplify may immediately terminate this Agreement if You breach Clause 2, 3 or 12. Upon termination of the Agreement, You must stop using the Halsimplify Technology and destroy any copies of Software and Confidential Information within Your control. Upon Halsimplify’s termination of this Agreement for Your material breach, You will pay Halsimplify or any unpaid fees through to the end of the then-current Usage Term. If You continue to use or access any Halsimplify Technology after termination, Halsimplify may invoice You, and You agree to pay, for such continued use.
  

12. Verification

• You will pay such fees; and
• You will also pay the reasonable cost of the audit if the fees owed to Halsimplify, as a result, exceed the amounts You paid for Your Usage Rights by more than 5%.
  

13. General Provisions

• Survival: Clauses 4, 5, 6, 8, 9, 10, 11 and 12 survive termination or expiration of this Agreement.
• Third-Party Beneficiaries: This Agreement does not grant any right or cause of action to any third party.
  
• Assignment and Subcontracting: Except as set out below, neither party may assign or novate this Agreement in whole or in part without the other party’s express written consent. Halsimplify may
  a)  by written notice to You, assign or novate this Agreement in whole or in part to an Affiliate of Halsimplify, or otherwise as part of a sale or transfer of any part of its business; or
  b) subcontract any performance associated with the Halsimplify Technology to third parties, provided that such subcontract does not relieve Halsimplify of any of its obligations under this Agreement.
  
• Modifications to the Agreement: Halsimplify may change this Agreement or any of its components by updating this Agreement on Halsimplify.com. Changes to the Agreement apply to any Entitlements acquired or renewed after the date of modification.
  
• Compliance with Laws: Each party will comply with all laws and regulations applicable to their respective obligations under this Agreement Halsimplify may restrict the availability of the Halsimplify in any particular location or modify or discontinue features to comply with applicable laws and regulations. If You use the Halsimplify Tools in a location with local laws requiring a designated entity to be responsible for the collection of data about individual end-users and transfer of data outside of that jurisdiction, You acknowledge that You are the entity responsible for complying with such laws.
  
• Governing Law and Venue: This Agreement, and any disputes arising from it, will be governed exclusively by the applicable governing law of India. The courts located -Chennai, Tamilnadu, India will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of the above-mentioned jurisdiction. Regardless of the governing law, Halsimplify may seek interim injunctive relief in any court of appropriate jurisdiction concerning any alleged breach of Halsimplify’s intellectual property or proprietary rights.
  
• Notice: Any notice delivered by Halsimplify to You under this Agreement will be delivered via email. Notices to Halsimplify should be sent to info@halsimplify.com or
  ‍Halsimplify Knowledge Solutions Private Limited
  ‍2 Samanthi Street, Chennai, India
  
• Force Majeure: Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.
  
• No Waiver: Failure by either party to enforce any right under this Agreement will not waive that right.
  
• Severability: If any portion of this Agreement is not enforceable, it will not affect any other terms.
  
• Entire Agreement: This Agreement is the complete Agreement between the parties concerning the subject matter of this Agreement and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).
  
• Order of Precedence: If there is any conflict between this Agreement and any Tool Specific Terms expressly referenced in this Agreement, the order of precedence is:
  a) such Tool Specific Terms;
  b) this Agreement; then
  c) any applicable Halsimplify policy expressly referenced in this Agreement.