Software as a Service(SaaS) Agreement

PLEASE READ THIS AGREEMENT BEFORE USING BLUESAPLING’S SERVICES. BY ACCESSING OR USING BLUESAPLING’S DISTRIBUTION MANAGEMENT SOFTWARE(Distributo) OR SERVICES OFFERING, YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

BlueSapling Private Limited (the “Company”) operates a web/mobile application, “Distributo App” (the “App”) available on Google Play Store and also operates a website Distributo.app (the “Website”). The App and the Website shall be together referred to as the “Platform”. This Software as a Service(SaaS) Agreement (the “Agreement”) governs the use of or access to the Platform and the Services (as defined below).

This Agreement is entered into between Customer and BlueSapling Technologies PVT. LTD. Incorporated under the Indian Companies Act, 2013, with its principal place of business at Guru Nilayam, 2nd Floor, No. 581, 22nd Cross, Sector - 3, HSR Layout, Bengaluru, Karnataka - 560102, India. BlueSapling and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.

1. Definitions

   All of the defined and capitalized terms in this SaaS services Agreement will have the meaning assigned to them here below:

   • “BlueSapling” or “company” or “us” or “we” or “our” shall mean BlueSapling Technologies PVT. LTD., a company incorporated under the provisions of the Indian Companies Act, 2013 and having its corporate office at Guru Nilayam, 2nd Floor, No. 581, 22nd Cross, Sector - 3, HSR Layout, Bengaluru, Karnataka - 560102, India, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors, affiliates and permitted assigns.
   • “Documentation” means the user guides, online help, release notes, training materials, and other documentation provided or made available by BlueSapling to Customer regarding the use or operation of the SaaS Services.
   • “Effective Date” is the date on which the Customer’s subscription to the licensed Edition of the System starts. The beginning of the contract term
   • “Maintenance Windows” means collectively, standard maintenance and emergency maintenance. Standard maintenance windows will be published in advance on the Company’s website at least 72 hours in advance of the start of the standard maintenance window. Emergency maintenance will occur as needed. BlueSapling will make reasonable efforts to publish emergency maintenance windows on BlueSapling’s website in advance of the emergency maintenance window, but it is possible that advanced notification of an emergency window may not occur.
   • “Software” means the object code version of any software to which the Customer is provided access as part of the Service, including any updates or new versions.
   • “SaaS Services” refer to BlueSapling’s internet-accessible services hosted by BlueSapling or its services provider and made available to Customer over a network on a term-use basis.
   • “Subscription Fee” shall mean the amount of money paid by the customer to gain online access for the use of the Software through BlueSapling’s SaaS Services.
   • “Subscription Term” shall mean that period specified which Customer will have online access and use of the Software through BlueSapling’s SaaS Services.
   • “User” means a named individual to whom Customer has granted access to use the Platform on Customer’s behalf, regardless of whether or not the User actually accesses the Software. Users may be Customer’s employees, consultants, contractors, or agents.
2. SAAS Services

   The Platform provides the user the ability to record sales, orders, inventory, invoicing, delivery schedules, quotations, credit, and journal accounting digitally. For the purposes of this clause, Services would include any other future services the Company provides/proposes to provide. During the Subscription Term, the Customer will receive a nonexclusive, non-assignable, royalty-free, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of this Agreement and up to the number of Identity Cubes documented in the Schedule. The customer acknowledges that this Agreement is a services agreement and BlueSapling will not be delivering copies of the Software to the Customer as part of the SaaS Services.

3. Data collection an personal information

   Personal information you provide to Bluesapling through the Service is governed by Bluesapling Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Bluesapling Privacy Policy. You are responsible for maintaining the confidentiality of your username, password, and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to hello@bluesapling.com or by calling us on any of the numbers listed on distributo.app. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

4. License, user restrictions and intellectual property rights

   Customer shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the Platform; (ii) modify, create derivative works based upon, or translate the Platform; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the Platform in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. You acknowledge and agree that Bluesapling shall own all right, title, and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the Platform and any suggestions, enhancement requests, feedback, recommendations, or other information provided by Customer or any of Customer's Users relating to the Platform.

5. Fees and Payments
   • Customer shall pay to Provider the subscription fee (the "Subscription Fee") in the amount and for the duration that Client has entered and agreed.
   • The Services are licensed on a monthly or yearly subscription basis to the User that pays for the Service. Please review all of the details of the subscription that you purchase; some subscriptions provide access to one Service and others provide access to more than one Service.
   • The amount of the Subscription Fee does not include any applicable taxes. Client is responsible for any and all applicable taxes.
   • Any additional payment terms between Provider and Client shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.
6. Term and Termination

   1. Term of SaaS Agreement: The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.

   2. Termination: Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.

   3. Suspension for Non-Payment: Bluesapling reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to Bluesapling under this SaaS Agreement after Bluesapling notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that Bluesapling shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s non-payment.

   4. Suspension for Ongoing Harm: Bluesapling reserves the right to suspend delivery of the SaaS Services if Bluesapling reasonably concludes that the Customer's use of the SaaS Services is causing immediate and ongoing harm to Bluesapling or others. In the extraordinary case that Bluesapling must suspend delivery of the SaaS Services, Bluesapling shall immediately notify the Customer of the suspension and the parties shall diligently attempt to resolve the issue. Bluesapling shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit Bluesapling’s rights under the effect of the termination section below.

   5. Effect of Termination:

      • Upon termination of this SaaS Agreement or expiration of the Subscription Term, Bluesapling shall immediately cease providing the SaaS Services and all usage rights granted under this Agreement shall terminate.
      • If Bluesapling terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to Bluesapling all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination.
      • If the Customer terminates this SaaS Agreement due to a breach by Bluesapling, then Bluesapling shall immediately repay any prepaid amount for any unperformed SaaS Services scheduled to be delivered and it will be calculated from the end of the month in which the service was terminated till the end of the subscription period. The termination of the service cannot be prorated mid-month.
      • Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information.

7. Trademark

   Distributo, Distributo logo, the names of individual Services, and their logos are trademarks of BlueSapling Technologies Pvt. Ltd. You agree not to display or use, in any manner, the BlueSapling trademarks, without BlueSapling’s prior permission.

8. Service level Commitments

   Bluesapling guarantees that the Platform and all Services provided on the Platform will be accessible to Customer’s authorized Users 99.5% of the time in any given calendar month, excluding Maintenance Windows. Notwithstanding the foregoing, Bluesapling does not guarantee network availability between the Customer and the Bluesapling hosting servers, as such availability can involve numerous third parties and is beyond the control of Bluesapling. Bluesapling will not be liable for, nor provide any service credits hereunder for any downtime caused in whole or part by a third party data center provider nor for any downtime that Customer experiences as a result of Customer or Customer’s Users’ own network connectivity issues. If Customer experiences a Platform or Service outage and is unable to access the Platform or any Service, Customer must immediately contact Bluesapling’s help desk, providing any/all necessary information that may assist Bluesapling in determining the cause of the outage. Bluesapling will determine in good faith whether the outage was within Bluesapling’s reasonable control. This shall be Customer’s sole remedy, and Bluesapling’s sole liability, for Bluesapling’s failure to provide the guaranteed availability set forth in this Section 8.

9. Support and Maintenance

   Standard Support & Maintenance are included in the SaaS service Subscription Fee entitles the customer to the following:

   • Telephone or electronic support in order to help Customer locate and correct problems with the Software.
   • Bug fixes and code corrections to correct Software malfunctions in order to bring such Software into substantial conformity with the operating specifications.
   • All extensions, enhancements, and other changes that BlueSapling, at its sole discretion, makes or adds to the Software and which BlueSapling furnishes, without charge, to all other Subscribers of the SaaS Service.
   Product feedback
   • We constantly collect your product feedback and try to implement it in the software to further enhance the user experience. These product feedbacks are ranked in terms of how many users ask for it. All the product feedbacks are then prioritized into feature requests. The decision to put your product feedback into the software depends on many factors including company vision, business needs, cost, time, product roadmap and so on. We don't promise a timeline because we want to ensure that the features and updates we release are stable and well functioning. We try to create features that will have the greatest impact on the customer experience. This means that while we may not implement the exact feature you request, we will try to create features that address the pain point or problem you’re trying to solve.
   Accessing Support
   • Support is available between "business hours" 10:30am to 6:30pm on working days (Monday thru Friday), except holidays over call and email.
10. Warranties and Disclaimers

    Warranty: Bluesapling represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, the Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.

    Disclaimer of Warranties: BLUESAPLING WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. BLUESAPLING DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT BLUESAPLING WILL CORRECT ALL SAAS SERVICES ERRORS. THE CUSTOMER ACKNOWLEDGES THAT BLUESAPLING DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION_SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY BLUESAPLING (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER BLUESAPLING NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE, NOR SHALL BLUESAPLING OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT, OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

11. Third Party

    The Services may include services, content, documents, and information owned by, licensed to, or otherwise made available by a third party (“Third Party Services”) or contain links to Third Party Services. Users understand that Third Party Services are the responsibility of the third party that created or provided it and acknowledges that use of such Third-Party Services is solely at their own risk.

    The Company makes no representations and hereby expressly excludes all warranties and liabilities arising out of or pertaining to such Third-Party Services, including their accuracy or completeness. Further, all intellectual property rights in and to Third-Party Services are the property of the respective third parties.

12. Indemnification

    You shall indemnify, defend at the Company’s option, and hold the Company, its parent companies, subsidiaries, affiliates, and their officers, associates successors, assigns, licensors, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages, and costs (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) due to or arising out of your access to the Services, use of the Services, violation of these Terms or any infringement by any third party who may use your account with the Company, of these Terms.

13. Limitations of Liability

    YOU AGREE THAT BLUESAPLING SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF BLUESAPLING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL BLUESAPLING’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.

14. Applicable Law and Dispute Resolution

    This Agreement is subject to the laws of India. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, the Service, or the Application (collectively, “Disputes”) the parties shall attempt to settle the same amicably, through negotiation and consultation. In the event, the dispute is not resolved internally between or after at least 30 (thirty) days of negotiation, in good faith, the same shall be subject to binding and final arbitration in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time or in case the Arbitration and Conciliation Act, 1996 is no longer in force, as per any law relating to arbitration in force at the time of such reference. The reference shall be made to a sole arbitrator mutually appointed by BlueSapling and You. The place of the arbitration shall be Bengaluru, Karnataka unless otherwise mutually agreed by BlueSapling and You in writing. Subject to the above, any Dispute will be subject to the exclusive jurisdiction of courts in Bangalore, India.

15. Confidentiality

    • Confidential Information - "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (ii) third-party information that Customer or BlueSapling is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any nonpublic information relating to any activities conducted hereunder.

    • Exclusions - Notwithstanding the above, the term "Confidential Information" does not include any information that is either: readily discernible from publicly available products or literature; or approved for disclosure by prior written permission of an executive officer of the disclosing party.

    • Use of Confidential Information - Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and, except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization.

    • Required Disclosures - A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.

    • Return of Information - Except as set forth otherwise in the specific provisions concerning Customer Data, if a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.

    • Survival - The parties hereto covenant and agree that this Section survival will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.

16. Refund/Cancellation Policy
    • Refund of payment

      If you are not satisfied with the platform, you can ask for a refund of 100% subscription charges only, within the first 30 days of subscription start. However, consultation charges, onboarding charges, and any other charges are not refundable. The refund request should be raised via email.

    • Cancellation of subscription

      The Customer may notify us if he or she wants to cancel the subscription. You may cancel your subscription at any time you want. After cancellation of service, you will continue to have access to the BlueSapling service through the end of your billing period. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial membership periods. After you cancel your subscription your account will automatically close at the end of your current billing period and you will cease to have access to any of the data or Content in your account. We suggest you retain your own copies of any data or Content that you may need as BlueSapling is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.

17. Communications from BlueSapling

    The Service may include certain communications from BlueSapling, such as service announcements, administrative messages, and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt out from receiving service announcements and administrative messages.

18. Changes to Agreement

    BlueSapling has the right, at any time for any reason and without prior notice, to change these Terms. It will post changes on the Website and it is your responsibility to review these Terms to keep track of any modifications.

Last Updated: June 16, 2021