END-USER LICENSE AGREEMENT (EULA)
Last Updated: December 10, 2024
Registered Company Name: Barometer Technologies Pvt. Ltd.
Registered Company Address: Shop No. 29-A, Bayside Mall, Near Heera Panna, 35 Tardeo, Mumbai – 400034
CIN: U72300MH2015PTC269428
GST: 27AAGCB5300F1Z4
This End-User License Agreement (“Agreement”) is entered into by and between:
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Barometer Technologies Pvt. Ltd. (hereinafter referred to as the “Service Provider”), a company incorporated under the Companies Act, 2013, which expression shall include its successors and assigns;
AND
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The undersigned, an entity such as a sole proprietorship, partnership, LLP, private or public limited company, or other body corporate, operating a business availing the Service Provider’s offerings (hereinafter referred to as the “Customer”), which expression shall include its successors and assigns.
The Service Provider and the Customer shall individually be referred to as a “Party” and collectively as “Parties.”
WHEREAS
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The Service Provider offers cloud-based SaaS inventory and order management solutions under the name Barometer, along with additional services like cost variance tracking, analytics, and other tools (“Paid Services”), which are provided using a programmable API architecture.
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The Customer owns and operates a business requiring such software or service solutions to optimize costing, inventory and operational efficiency.
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The Customer has approached the Service Provider to avail of the Barometer platform and Paid Services, and the Service Provider has agreed to provide these services under the terms set out herein.
NOW, THEREFORE, the Parties agree as follows:
1. Scope of Services
1.1 The Service Provider grants the Customer a non-exclusive, non-transferable, limited license to use the software and associated services (collectively, the “Services”) under the terms of this Agreement.
1.2 Ownership of the software, intellectual property rights, and associated content remains with the Service Provider.
1.3 The Customer shall not transfer or sublicense the license to any third party without the prior written consent of the Service Provider.
2. Consideration and Taxes
2.1 The Customer agrees to pay the Service Provider the fees for the Services as defined at the time of subscription or communicated by the Service Provider’s resource management team.
2.2 Fees are exclusive of applicable taxes, which shall be borne by the Customer.
3. Term and Termination
3.1 This Agreement remains valid for the duration specified at the time of subscription unless terminated earlier as per the terms herein.
3.2 Either Party may terminate the Agreement with prior written notice of [30/60 days].
3.3 The Service Provider reserves the right to suspend or terminate Services for non-compliance with payment terms, unauthorized use, or breach of this Agreement.
4. Terms of Use
4.1 The Customer agrees to:
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Use the Services solely for legitimate business purposes.
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Input accurate data for optimal service functionality.
4.2 The Customer shall not:
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Reverse-engineer, decompile, or modify the software.
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Transfer, lease, or sublicense the software.
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Use the software in violation of applicable laws.
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Share information and details about our Services to a third party.
4.3 The Service Provider will provide initial setup, training, and ongoing support for the Services as outlined in Annexure I.
5. Privacy and Data Usage
5.1 The Service Provider may access Customer data for service delivery, analytics, and product improvement, as detailed in the Privacy Policy.
5.2 The Service Provider may share aggregated data with third parties for benchmarking and analytics without compromising Customer confidentiality.
5.3 The Customer acknowledges that third-party integrations are subject to their respective terms and conditions, and the Service Provider disclaims liability for breaches by third parties.
6. Representations and Warranties
6.1 The Service Provider represents and warrants that:
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It has the legal authority to enter into this Agreement.
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The Services will be provided in a professional manner.
6.2 The Customer represents and warrants that:
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It has the legal authority to enter into this Agreement.
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It will comply with all applicable laws and regulations.
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It has obtained necessary consents for sharing data with the Service Provider.
7. Limitation of Liability
7.1 The Service Provider shall not be liable for any loss of revenue, profit, or data, or for direct, indirect, special, incidental, consequential, or punitive damages arising out of or in connection with this Agreement, the Barometer Platform, or the Services.
7.2 The Service Provider shall not be liable for damages resulting from the alteration, destruction, or loss of any data inputted, generated, or obtained from the Barometer Platform or the Services, including analytics or reports.
7.3 The Service Provider shall not be liable for any damages resulting from the actions or omissions of any third-party integrations or services.
7.4 The total liability of the Service Provider under this Agreement shall not exceed the fees paid by the Customer in the preceding 3 months.
8. Confidentiality
8.1 The Parties agree to maintain the confidentiality of proprietary or sensitive information exchanged under this Agreement.
8.2 The Service Provider will implement reasonable safeguards to protect Customer data.
9. Governing Law and Dispute Resolution
9.1 This Agreement is governed by the laws of India, with exclusive jurisdiction in the courts of Mumbai, Maharashtra.
9.2 Any disputes arising under this Agreement shall first be attempted to be resolved amicably through mutual discussions.
10. General Provisions
10.1 Amendments to this Agreement must be in writing and signed by authorized representatives of both Parties.
10.2 If any provision of this Agreement is deemed unenforceable, the remaining provisions shall remain valid.
10.3 This Agreement, along with Annexures and referenced policies, constitutes the entire agreement between the Parties.
11. Indemnification
11.1 The Customer shall bear full responsibility for fraudulent transactions, chargebacks, and disputes arising from its business operations and indemnifies the Service Provider against any claims, losses, or damages resulting from such activities.
11.2 The Customer agrees to indemnify and hold harmless the Service Provider, its affiliates, officers, and employees from liabilities arising out of:
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Improper use of the Barometer Platform or Services.
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Breach of any applicable laws or terms of this Agreement.
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Claims regarding the infringement of third-party rights.
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Unauthorized access to the Customer’s account or misuse of credentials.
11.3 This indemnification extends to all remedies available under law, including specific performance or injunctive relief.
12. Force Majeure
Neither Party shall be liable for delays or failures to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including natural disasters, pandemics, acts of government, or civil disturbances.
13. Entire Agreement
This Agreement, along with referenced policies, constitutes the entire agreement between the Parties. Any amendments must be in writing and signed by both Parties.
By accepting this Agreement, the Customer acknowledges its understanding and acceptance of the terms outlined herein.
ANNEXURE-I
SCOPE OF SERVICES
The Service Provider undertakes to provide the following Services as per plans selected by the customer. This might include some or all of the following:
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Restaurant Inventory Management
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Bar Inventory Management
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Cost Management
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Order Management
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POS Integrations
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Accounting Integrations
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Logistics Integrations
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Account Management Services
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Audit Services
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Reporting Services
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Controls Services
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Consulting Services
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Data Entry Services
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Software Development Services