{"id":15961,"date":"2026-03-25T10:50:58","date_gmt":"2026-03-25T05:20:58","guid":{"rendered":"https:\/\/addverb.com\/us\/?page_id=15961"},"modified":"2026-03-25T10:50:58","modified_gmt":"2026-03-25T05:20:58","slug":"end-user-license-agreement","status":"publish","type":"page","link":"https:\/\/addverb.com\/us\/end-user-license-agreement\/","title":{"rendered":"End User License Agreement"},"content":{"rendered":"

END USER LICENSE AGREEMENT<\/span><\/h1>\n

 <\/p>\n

WAREHOUSE MANAGEMENT SYSTEM (WMS)\/ WAREHOUSE EXECUTION SYSTEM (WES)\/ WAREHOUSE CONTROL SYSTEM (WCS)\/ FLEET MANAGEMENT SYSTEM (FMS)<\/h6>\n

YOU ARE REQUESTED TO CAREFULLY GO THROUGH THE FOLLOWING TERMS AND CONDITIONS RELATING TO THE SOFTWARE BEFORE
\nUSING\/CONTINUE TO USE THE SOFTWARE. BY USING OR CONTINUING TO USE THE SOFTWARE, YOU AGREE TO ABIDE BY AND BE BOUND BY
\nTHE TERMS AND CONDITIONS SET FORTH BELOW. THIS AGREEMENT IS LEGALLY BINDING AND SHALL SOLELY GOVERN THE USE OF THE
\nSOFTWARE BY YOU OR ANY OF YOUR REPRESENTATIVES. IF ANY OF THE FOLLOWING TERMS AND CONDITIONS ARE NOT ACCEPTABLE TO
\nYOU, YOU ARE RECOMMENDED TO NOT USE THE SOFTWAR AND DELETE ANY COPIES YOU MIGHT HAVE ALREADY INSTALLED.<\/p>\n

1. Definitions<\/h3>\n

\u201cAdditional Services\u201d<\/strong> has the meaning ascribed to it in Section 6.2.<\/p>\n

\u201cAgreement\u201d<\/strong> means this end user license agreement governing the terms of use of the Software by the Licensee, including any supplements, addendums, modification etc., if any, thereof as done from time to time in accordance with the terms herein.<\/p>\n

\u201cConfidential Information\u201d<\/strong> means any information disclosed by the Licensor to the Licensee or which the Licensee gains access to in the course of using\u00a0the Software, whether in written, oral or electronic form, and irrespective of whether the same was specifically identified as \u2018Confidential\u2019 or not, including but not limited to the terms of this Agreement and the transactions executed between the Parties, the Software, the source code of the Software (if provided), any documentation relating to the Software, performance, functions and comparison benchmarks therefor and any other information which having regard to the nature and circumstances of disclosure shall be considered to be confidential or proprietary. Provided however that \u201cConfidential Information\u201d shall not include information that:<\/p>\n

    \n
  • (a) is or becomes generally available to the public other than as a result of any act by the Licensee;<\/li>\n
  • (b) is rightfully received by the Licensee from a third party who is under no obligation of confidentiality;<\/li>\n
  • (c) the Licensee is able to demonstrate by written evidence that such information was independently developed by it without the use of any of the Confidential Information.<\/li>\n<\/ul>\n

    \u201cChange Request\u201d<\/strong> has the meaning ascribed to it in Section 6.1.
    \n\u201cDevelopments\u201d<\/strong> mean any executed Change Request, innovation, invention, discovery, design, development, method, modification, improvement, process, derivative note, algorithm, database, computer program, formula, technique, trade secret, graphic, image, audio or visual work, and any other work of authorship.<\/p>\n

    \u201cIntellectual Property\u201d<\/strong> means any or all the following contained in the Software:<\/p>\n

      \n
    • (a)<\/strong> all trademarks, service marks, logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof, including all goodwill associated therewith and all applications, registrations and renewals in connection therewith;<\/li>\n
    • (b)<\/strong> all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith;<\/li>\n
    • (c)<\/strong> all computer software (including data and related documentation), code, machine code, source code, related documentation, graphics, images, designs, logos, programs, layouts and specifications;<\/li>\n
    • (d)<\/strong> all other proprietary rights of whatsoever description whether or not protected and whether or not capable of protection; and<\/li>\n
    • (e)<\/strong> all copies and tangible embodiments thereof regardless of form and medium.<\/li>\n<\/ul>\n

      \u201cLicense\u201d<\/strong> has the meaning ascribed to it in Section 2.1.<\/p>\n

      \u201cLicense Fee\u201d<\/strong> has the meaning ascribed to it in Section 4.1.<\/p>\n

      \u201cLicensor\u201d<\/strong> or \u201cWe\u201d<\/strong> means Addverb Technologies Limited, a company incorporated under the laws of India, and any and all of its global subsidiaries that delivers and licenses the Software to the Licensee.<\/p>\n

      \u201cLicensee\u201d<\/strong> or \u201cYou\u201d<\/strong> means the individual or entity, whether having an independent legal status or not, including its heirs, executors, administrators, legal representatives, successors and permitted assigns, who receives the License for the Software.<\/p>\n

      \u201cParties\u201d<\/strong> means a collective reference to the Licensor and the Licensee, and \u201cParty\u201d<\/strong> shall be construed accordingly.<\/p>\n

      \u201cRepresentatives\u201d<\/strong> has the meaning ascribed to it in Section 10.1.<\/p>\n

      \u201cSite\u201d<\/strong> means the warehouse for which the License to the Software has been provided by the Licensor to the Licensee.<\/p>\n

      \u201cSoftware\u201d<\/strong> means the software of the description stated in the title to this Agreement, together with any Developments and the accompanying documentation provided by the Licensor to the Licensee.<\/p>\n

      \u201cThird-party Software\u201d<\/strong> has the meaning ascribed to it in Section 7.1.<\/p>\n

      \u201cUsage Review\u201d<\/strong> has the meaning ascribed to it in Section 9.1.<\/p>\n

      2. Grant of License<\/h3>\n

      2.1<\/strong>. Subject to continued compliance of this Agreement by the
      \nLicensee, the Licensor hereby grants a limited, nontransferable, non-sub-licensable, non-assignable, nonexclusive right to use the Software solely for the purpose of Licensee\u2019s own internal business use and only at the Site agreed between the Parties (\u201cLicense\u201d).<\/p>\n

      2.2.<\/strong> Pursuant to the License, only the Licensee\u2019s Representatives shall be permitted to use the Software,
      \nprovided however that the Licensee shall be directly
      \nresponsible for the compliance of this Agreement by such
      \nRepresentatives.<\/p>\n

      2.3.<\/strong> The Licensee shall not have any right other than the extent of License set out in Section 2.1 above. The Licensee shall not reproduce, modify, transfer, assign, sub-license, adapt, translate, copy, reverse engineer, create derivative works of, attempt to discover the source code, disclose any test results, or do any acts with the Software which is not expressly permitted under this Agreement.<\/p>\n

      2.4.<\/strong> The Licensee shall not create a software similar to the Software. Further, the Licensee shall not use any unlicensed function or module of the Software.<\/p>\n

      2.5.<\/strong> The Licensee agrees to purchase a fresh License of the Software for every new Site. The Licensee shall use the License only for the operation of the equipment at such Site of the Licensee disclosed to the Licensor and agreed by the Licensor. The Licensee agrees to purchase additional License in case deployment on additional server is required.<\/p>\n

      2.6.<\/strong> Nothing herein shall convey the title or any proprietary rights in or to the Intellectual Property of the Software or any part thereof, to the Licensee, and that the title and the proprietary rights in relation to the Intellectual Property shall always vest solely with the Licensor. The Licensor reserves all rights in the Software, not expressly granted to the Licensee under this Agreement.<\/p>\n

      2.7.<\/strong> Unless otherwise agreed by the Licensor, the License shall be one or a combination of following types for each Site and additionally of the usage modules as provided under
      \nSection 2.8, and the Licensee shall obtain a license only in
      \nsuch form of License, and will, at all times, adhere to the
      \nconditions attached to such License:<\/p>\n

      (I) By Software Functionality.<\/strong><\/p>\n

        \n
      • (a)<\/strong> Comprehensive License: A comprehensive license provides access to the full functionality of the Software to the Licensee including administrator rights.<\/li>\n
      • (b)<\/strong> Basic License: A basic license provides limited functionalities of the Software to the Licensee regarding some warehouse processes, as may be
        \ndetermined by the Licensor.<\/li>\n
      • (c)<\/strong> Advanced Add-on License: An add-on license shall provide additional functionalities or additional product to the Licensee over and above the already
        \ninstalled Software, pursuant to Change Request requested by the Licensee. The add-on license shall not be independently available but shall always be coupled with an existing Basic License or a Comprehensive License.<\/li>\n
      • (d)<\/strong> Automation based License: An automation License provides License for operating a particular machine or a product supplied by the Licensor.<\/li>\n<\/ul>\n

        (II) By Payment terms:<\/strong><\/p>\n

          \n
        • (a)<\/strong> Subscription based License: A subscription-based License is for a limited duration subject to the payment of recurring License Fees.<\/li>\n
        • (b)<\/strong> Perpetual License: A perpetual License is a License provided for an unlimited duration.<\/li>\n<\/ul>\n

          (III) By number of deployments:<\/strong><\/p>\n

            \n
          • (a)<\/strong> Server License: A server License is required for each server at the Site (whether active or redundant).<\/li>\n<\/ul>\n

            (IV) By Type of Deployment:<\/strong><\/p>\n

              \n
            • (a)<\/strong> On-Premise: An On-premise License shall be deployed on the server of the Licensee.<\/li>\n
            • (b)<\/strong> Cloud based: A cloud-based License shall be provided through a third party cloud to the Licensee.<\/li>\n<\/ul>\n

              2.8.<\/strong> The usage of the Software is granted based on the number of purchased user licenses or shall be limited by the number of authorized users permitted to simultaneously use the Software. The Software License can either be based on the express named users (\u201cNamed Users\u201d) or on the maximum number of connected or simultaneously operation Licensee computer (\u201cConcurrent Users\u201d). A Named User License has to be purchased for every person that has a
              \nuser in the system and must not exceed the actual number of purchase Licenses. Under the Concurrent Users License, the Software can be used by several users at the same time, provided that the number of simultaneously working Concurrent Users does not exceed the number of purchased Licenses. The Licensee agrees to purchase additional and new License of the Software for the users, if the number of users exceed beyond the agreed and permissible numbers.<\/p>\n

              2.9.<\/strong> The Licensee hereby unconditionally agree to adhere to all
              \nthe conditions of use of License set out in this Agreement,
              \nand in compliance with all applicable laws and
              \nregulations, including but not limited to, applicable export
              \ncontrol laws and regulations of applicable jurisdictions.<\/p>\n

              2.10.<\/strong>The Licensee further agrees to adhere to the terms and
              \nconditions of use for the cloud or operating system within
              \nwhich the Software is being used. These could mean terms
              \nand conditions of Android, iOS, Windows, Amazon Web
              \nServices, etc.<\/p>\n

              2.11.<\/strong>At no time shall the Licensee be provided with the source
              \ncode of the Software. The Licensee shall not copy or
              \nreverse engineer the Software or the Intellectual Property
              \ncontained therein or any portion thereof.<\/p>\n

              2.12.<\/strong>The Licensor may, from time to time, modify, adapt or
              \ncreate a derivate work from the Software and the
              \nIntellectual Property contained within it, and may issue
              \nupdates, fixes and upgrades at its sole discretion, which
              \nshall at all times be property of the Licensor. It is clarified
              \nthat the Software is delivered by the Licensor to the
              \nLicensee in its current latest version, and update or
              \nupgrade of the Software and installation, configuration
              \nservices does not form part of this Agreement, unless
              \notherwise agreed in writing.<\/p>\n

              2.13.<\/strong> Licensee may not (i) utilize any equipment, device,
              \nsoftware, or other means to (or designed to) circumvent or
              \nremove any form of technical protection used by Licensor
              \nin connection with the Software, or (ii) Install or access the
              \nSoftware with any product code, authorization code, serial
              \nnumber, or other copy-protection device not supplied by
              \nthe Licensor.<\/p>\n

              2.14.<\/strong> In the event any new functions are to be added to the
              \nSoftware, Licensee can undertake the same only through
              \nthe Licensor\u2019s defined development tools. The Licensor is
              \nnot responsible for Licensee\u2019s development and
              \nmodifications and the Licensee shall solely bear all risks
              \nthereof.<\/p>\n

              2.15.<\/strong> In the event there are any Developments to the Software
              \nas a result of the License granted herein or resulting from
              \nthe use of the Software, Licensee hereby agrees that the
              \nLicensor shall be the owner of such Developments and
              \nLicensor shall have the right to use and\/or modify such
              \nDevelopments in future. The Licensee hereby assigns and
              \ntransfers and\/or will assign and transfer to the Licensor all
              \nrights, title, interest in all such Developments.<\/p>\n

              2.16. <\/strong>In addition to all other terms and conditions of this
              \nAgreement, Licensee shall not: (i) install one copy of the
              \nSoftware on more than one server; (ii) remove any
              \ncopyright, trademark or other proprietary notices from the
              \nSoftware or its copies; (iii) rent, lease, license, or distribute
              \nthe Software or any portions of it on a standalone basis or
              \nas part of your application; (iv) use the Software for the
              \nbenefit of any other person or entity; or (v) allow any third
              \nparties to access, use or support the Software.<\/p>\n

              3. Documentation<\/h3>\n

              3.1.<\/strong> The Licensor may provide certain documentation relating to the Software to the Licensee. Any examples, pictures, descriptions, etc. contained in such documentation are merely illustrative and are not intended to be a guarantee or an accurate representation. Any information in the documentation intended to be guaranteed should be expressly agreed in writing by the Licensor.<\/p>\n

              4. License Fees<\/h3>\n

              4.1.<\/strong> In consideration of the grant of the License, the Licensee agrees to pay such license fees (\u201cLicense Fee\u201d), as may be notified by the Licensor, in the following manner:<\/p>\n

                \n
              • (a)<\/strong> in case the Software is provided as a part of a turnkey systems project, along with the payment of the contract sum payable for the turnkey systems project, as agreed between the Licensor and the Licensee;<\/li>\n
              • (b)<\/strong> in any other case, within Thirty (30) days from the date of invoice issued by the Licensor to the Licensee. The invoice shall be issued by the Licensor at such recurring period as may be agreed between the Licensor and the Licensee.<\/li>\n<\/ul>\n

                4.2.<\/strong> The Licensee shall, without any demur or protest, pay the
                \nLicense Fee without the deduction of any amounts
                \nwhatsoever. In the event that any amounts are to be
                \nwithheld, the Licensee shall gross up the amount to be
                \nwithheld in such a manner that the Licensor receives the
                \nactual License Fee quoted by the Licensor as if no
                \ndeduction was made thereof.<\/p>\n

                4.3.<\/strong> For clarity and certainty, any costs for third-party hardware
                \nand software which may be necessary for the operation of
                \nthe Software are not included in the License Fee and unless
                \notherwise agreed, the Licensee shall be responsible for its
                \nrenewal and payment.<\/p>\n

                 <\/p>\n

                5. Effective Date, Termination and Suspension<\/h3>\n

                5.1.<\/strong> The License granted herein by the Licensor shall come into effect upon:<\/p>\n

                  \n
                • (a)<\/strong> in case the Software is provided as a part of a turnkey systems project, the provisional acceptance of the systems.<\/li>\n
                • (b)<\/strong> in any other case, the delivery of the Software to the Licensee. and shall remain in full force and effect unless terminated in accordance with the terms of this Agreement.<\/li>\n<\/ul>\n

                  5.2.<\/strong> The Licensor may terminate the License to the Software of
                  \nthe Licensee in the event that the Licensee commits a
                  \nbreach of this Agreement.<\/p>\n

                  5.3.<\/strong> Licensor may also immediately disable or suspend
                  \nLicensee\u2019s access to and use of Software if Licensor
                  \nbelieves in good faith that Licensee\u2019s or Licensee\u2019s
                  \nRepresentatives conduct or failure to act may (i) pose a
                  \nsecurity risk, constitute illegal activity, or otherwise
                  \nadversely impact Software, systems, or other users, (ii)
                  \nconstitute or enable tampering with, removing, disabling or
                  \notherwise limiting the effectiveness of any technical
                  \nprotections, (iii) subject Licensor or its suppliers, resellers,
                  \ndistributors, users, or any similar third parties, to liability or (iv)
                  \nin case of Licensee\u2019s or its Representatives breach the
                  \nterms of this Agreement.<\/p>\n

                  5.4.<\/strong> Upon termination of this Agreement, the Licensee shall
                  \nimmediately:<\/p>\n

                    \n
                  • (a)<\/strong> Cease using and accessing the Software and all licenses granted pursuant to this Agreement shall end;<\/li>\n
                  • (b)<\/strong> pay all the outstanding amounts, if any, payable from the Licensee to the Licensor;<\/li>\n
                  • (c)<\/strong> delete all copies (including any backup copies) of the Software in its possession;<\/li>\n
                  • (d)<\/strong> return all documentation provided by the Licensor to the Licensee; and<\/li>\n
                  • (e)<\/strong> confirm in writing to the Licensor that the Licensee has completed the actions set out above in Section 5.4(a) to (d).<\/li>\n<\/ul>\n

                     <\/p>\n

                    6. Change Requests and Additional Services<\/h3>\n

                    6.1.<\/strong> The Licensee may, depending upon its additional
                    \nrequirements, request in writing for additions, deletions or
                    \nmodifications to the existing Software (\u201cChange Request\u201d).<\/p>\n

                    6.2.<\/strong> The Licensee may also request any support services,
                    \nhelpdesk services or any other services with respect to the
                    \nSoftware from the Licensor (\u201cAdditional Services\u201d).<\/p>\n

                    6.3.<\/strong> Upon receipt of a request for Change Requests or
                    \nAdditional Services from the Licensee, the Licensor shall
                    \nnotify the Licensee regarding the possibility and manner of
                    \nimplementation of the Change Request\/Additional
                    \nServices, as well as the cost involved in the same.<\/p>\n

                    6.4.<\/strong> Based on the notification from the Licensor to the Licensee
                    \nunder Section 6.3 above, the Parties shall determine
                    \nwhether to execute the Change Request\/Additional
                    \nServices, and proceed accordingly.<\/p>\n

                    7. Third-Party Software<\/h3>\n

                    7.1.<\/strong> The Software may include third-party software (whether
                    \nopen source or licensed to the Licensor) (\u201cThird-Party
                    \nSoftware\u201d). Such Third-Party Software is governed by its own
                    \nspecific terms and conditions. Upon request, the Licensor
                    \nmay provide the Licensee with the terms and conditions
                    \napplicable to the Third-Party Software. The Licensee agrees
                    \nto comply with the terms and conditions applicable to the
                    \nThird-Party Software and shall also ensure compliance of
                    \nthe same from its Representatives.<\/p>\n

                    7.2.<\/strong> The third-party which owns the Third-Party Software shall
                    \ncontinue to retain the ownership and intellectual property
                    \ncontained in the Third-Party Software.<\/p>\n

                    8. Backup Software<\/h3>\n

                    8.1.<\/strong> The Licensee shall be provided with One (1) copy of the
                    \nSoftware for backup purposes if agreed between the
                    \nParties, to be used only in cases of irreparable system
                    \nfailure where the original Software cannot be retrieved.
                    \nSuch backup shall not be used for any other purpose,
                    \nincluding to verify whether the original Software copy can
                    \nbe replaced with the backup copy.<\/p>\n

                    8.2.<\/strong> Any documentation provided to the Licensee may be
                    \ncopied by the Licensee in hard copy only and strictly for
                    \ninternal purposes.<\/p>\n

                    9. Usage Review<\/h3>\n

                    9.1.<\/strong> The Licensor shall have the absolute right to review the
                    \nextent of usage of the Software by the Licensee and its
                    \nRepresentatives, without any prior notice (\u201cUsage
                    \nReview\u201d). Such Usage Review can be conducted at any
                    \ntime by the Licensor, by way of one of the below options
                    \nexercisable at the discretion of the Licensor:<\/p>\n

                      \n
                    • (a)<\/strong> remote surveys; or<\/li>\n
                    • (b)<\/strong> audits conducted by the Licensor itself or a third party, whether remote or on-site.<\/li>\n<\/ul>\n

                      9.2.<\/strong> The Licensor may at its discretion, instead of requiring a
                      \nUsage Review, require the Licensee to make voluntary
                      \ndisclosures regarding its use of the Software.<\/p>\n

                      9.3.<\/strong> The Licensee shall provide all cooperation and assistance
                      \nto the Licensor or any authorized representatives of the
                      \nLicensor, for conducting such Usage Review, including but
                      \nnot limited to providing unrestricted access to the
                      \nLicensee\u2019s systems.<\/p>\n

                      9.4.<\/strong> In the event the Licensee refuses to cooperate for the
                      \nUsage Review, or the Usage Review reveals an over-usage
                      \nof the Software when compared to the License procured,
                      \nor non-compliance with the terms of this Agreement, the
                      \nLicensor shall in addition to the right to terminate this
                      \nAgreement and the License provided, be entitled to
                      \ncharge the Licensee the following:<\/p>\n

                        \n
                      • (a)<\/strong> an amount equivalent to twice (2x) the license fees applicable for the additional users detected during the Usage Review;<\/li>\n
                      • (b)<\/strong> all the costs incurred for the Usage Review; and<\/li>\n
                      • (c)<\/strong> a penal interest calculated on the existing license fees for the breach of the terms contained in this Agreement, at a rate to be determined by the Licensor.<\/li>\n<\/ul>\n

                        10. Confidentiality<\/h3>\n

                        10.1.<\/strong>Licensee undertakes to the Licensor that:<\/p>\n

                          \n
                        • (a)<\/strong> it shall keep all Confidential Information confidential and not disclose any Confidential Information without the prior written consent of the Licensor, to anyone other than to such of its directors, employees, who have a strict need-to-know (\u201cRepresentatives\u201d), to receive and consider the same for the transaction between the Parties. The Licensee shall procure that its Representatives observe the terms of this Agreement as if they were a party to it, and the Licensee shall be liable for breach of this Agreement by any Representative as if Licensee Party had breached this Agreement;<\/li>\n
                        • (b)<\/strong> it shall not use, reproduce, transform or store any Confidential Information for anything other than the transaction between the Parties;<\/li>\n
                        • (c)<\/strong> it shall not use any Confidential Information to procure any commercial advantage over the Licensor or to solicit or attract any of the directors, employees, clients\/customers or suppliers of the Licensor away from it;<\/li>\n
                        • (d)<\/strong> it shall not disclose Confidential Information required to be disclosed by applicable law or by order of a court of competent jurisdiction or by a recognized stock exchange, governmental department or agency or other regulatory body, unless Licensee has provided a prior written notice of the disclosure to the Licensor sufficient for it to obtain a protective order, and also has restricted the disclosure to the maximum extent possible.<\/li>\n<\/ul>\n

                          10.2. <\/strong>The Licensee agrees that the Software may store nonpersonal information pursuant to the use of Software. The
                          \nLicensor shall be authorized to store and process such
                          \ninformation for perpetuity in accordance with the
                          \napplicable law, provided the information has been
                          \nanonymized, for the sole purpose of assessing and
                          \nimproving the Licensor\u2019s products. In the event the Licensor
                          \nprocess any personal information or the Software stores
                          \nany personal information, the same shall be governed by
                          \nLicensor\u2019s privacy policy available at<\/p>\n

                          Privacy Policy<\/a><\/p><\/blockquote>\n