This SOFTWARE PLATFORM LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date of acceptance by the User (the “License Effective Date”), by and between WELMUN TECHNOLOGIES INC., incorporated in the State of Delaware, with its registered office located at Cypress, Texas (the “Licensor”).
AND
WELMUN-TECH INDIA PRIVATE LIMITED, a company limited by shares and incorporated in
India under the Companies Act 2013, with U62099UP2024PTC205408 and registered office at B2 Shatabdi Nagar, Aligarh, Uttar Pradesh (the Licensee).
The Licensor and the Licensee are sometimes referred to individually as a Party and collectively as the Parties.
RECITALS
A. Licensor owns, operates, and maintains a freelance consulting platform called Qwego where
clients post ‘projects’ that are then completed by approved freelancers on the platform
(Platform)
B. Licensor owns all the Intellectual Property in the Platform and warrants that no other entity or
person has any right, title, or interest in the Platform.
C. The Licensee desires to obtain from Licensor, and Licensor desires to grant to Licensee, a
license to use the Platform in the manner agreed to under this Agreement and as may be agreed
between the Parties from time to time.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
- DEFINITIONS:
The following terms shall have the meanings set forth below:
“Clients” refer to such persons or entities that require services from Freelance Professionals, and such
requirements are approved and posted on the Platform.
“Freelance Professionals” refer to such persons who are onboarded on the Platform for the purpose
of providing their services on a freelance basis.
“Intellectual Property” means all patents, utility models, rights to inventions, copyright and
neighbouring and related rights, trade marks and service marks, business names and domain names,
rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs,
database rights, rights to use, and protect the confidentiality of, confidential information (including
know-how and trade secrets) and all other intellectual property rights, in each case whether registered
or unregistered and including all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or
forms of protection which subsist or will subsist now or in the future in any part of the world.
“Improvement” means any modification or enhancement to a work.
“Licensor Intellectual Property” means any Intellectual Property owned by Licensor that is
embodied in or protects the Platform.
- LICENSE
2.1. License Grant. Subject to the terms of this Agreement, Licensor grants Licensee an exclusive,
revocable, non-sublicensable, non-transferable license to use the Platform solely for its business
operations to be used in the manner as described under this Agreement
2.2. Sublicensing and Third Parties. Licensee is restricted from granting any sublicenses to third
parties other than with the prior consent of the Licensor.
2.3. Purpose: The Licensee agrees to utilise the Platform solely in the manner as described under
this Agreement except as may be specified by the Licensor. The Licensee acknowledges that
this Agreement prohibits the development of any software or platform that competes with, is
similar to, or may be deemed similar to the Platform, regardless of whether such development
involves knowledge or information derived from the license of the Platform.
2.4. Acknowledgment of ownership. Licensee agrees and acknowledges that under this Agreement,
it merely has an exclusive, limited, revocable right to use the Platform and that the Licensor
retains ownership of the Platform and all Improvements. - REPRESENTATIONS AND WARRANTIES
3.1. Licensor Representations and Warranties. Licensor represents to the Licensee, the following:
3.1.1. Licensor has the full right, power and authority, to enter into this Agreement, to undertake the
transactions contemplated hereby and to grant the licenses granted under this Agreement;
3.1.2. Licensor’s grant of the license and rights to Licensee hereunder does not infringe or
misappropriate any third party’s Intellectual Property rights existing on the License Effective
Date; and
3.1.3. Neither the Platform nor any Licensor Intellectual Property is subject to any litigation,
judgment, decree, stipulation or other dispute as of the License Effective Date, nor to the
knowledge of Licensor is any such dispute threatened.
3.2. Licensee Representations and Warranties. Licensee represents to the Licensor, the following:
3.2.1. Licensee has the full right, power and authority, to enter into this Agreement, to undertake the
transactions contemplated hereby and to grant the licenses granted herein;
3.2.2. Licensee is not constrained under any contract or law to perform or execute any part or whole
of this Agreement; and
3.2.3. Licensee is not under any notice, action, suit, or proceeding that will, or is likely to result in any
encumbrance over the Platform or any part thereof. - PURPOSE; USE OF PLATFORM AND LICENSING CONDITIONS
4.1. Use of Platform: The Licensor has developed the platform to enable business owners,
managers, and companies to offer certain projects or tasks to be completed by Freelance
Professionals. The Platform is intended to be used by the Licensor to provide comprehensive
support to Clients by managing and resolving any issues that may arise between Clients and
Freelance Professionals.
4.2. Specific Use by Licensee: The Licensee is authorised to use the platform for the sole purpose of
managing sign ups and task execution of the Freelance Professionals who sign up on the
platform. This may include (without limitation) marketing the Platform and its features to
potential Freelance Professionals, assisting Freelance Professionals in onboarding them on the
platform, and collecting any platform fees from the Freelance Professionals.
4.3. Collection of Data: The Licensee covenants that it shall collect all necessary Know-Your-
Customer data from Freelance Professionals as per applicable law and the policies
communicated to it by the Licensor, in all cases, in accordance with applicable data protection
laws. The Licensee agrees to indemnify and defend the Licensor for any breach of such laws by
the Licensee or any of its representatives or employees.
4.4. Transfer of Funds: The Licensee shall disburse payments to Freelance Professionals for
successful completion of projects, in all cases as determined by and as per the instructions of
the Licensor.
4.5. Quality Control: As part of the licensing terms, all service-related performance or delivery
issues of the Freelance Professionals will be monitored, addressed, followed-up, and resolved
by the Licensee in a manner it deems suitable subject to any instructions from the Licensor, and
in all cases, subject to applicable law. - LICENSE FEE
5.1. Payment Terms. For the use of the Platform, Licensee agrees to pay Licensor a fee (Platform
Fee) as determined under Schedule A to this Agreement.
5.2. Freelancer Fees. Under this Agreement, the Licensor hereby authorises the Licensee to collect a
platform usage fee from each freelance professional for a successful completion of each project,
in the manner and as determined under Schedule A to this Agreement.
5.3. Payment Method. All payments due under this Agreement shall be made via bank transfer or
any other method mutually agreed upon by both Parties. - TERM AND TERMINATION
6.1. Term. This Agreement shall commence on the License Effective Date and continue indefinitely
unless terminated sooner by mutual consent of the Parties.
6.2. Earlier Termination: Notwithstanding anything to the contrary, the Licensor may terminate this
Agreement at its sole discretion by providing a 30 days’ notice to the Licensee, for any reason. - CONFIDENTIAL INFORMATION
7.1. Each of the Parties shall hold in confidence all documents and information furnished to it by or
on behalf of the other Party in connection with the transactions contemplated hereby.
7.2. Licensee further acknowledges and agrees that the Platform and Licensor Intellectual Property
are Confidential Information of Licensor and may not be used or disclosed, except as expressly
authorized or licensed by Licensor.
- MISCELLANEOUS
8.1. Amendment. This Agreement may only be amended in writing signed by both Parties.
8.2. Waiver. No waiver of any provision shall be effective unless in writing.
8.3. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or
shall confer upon any Person other than the parties, their Affiliates and their respective
successors and permitted assigns any legal or equitable right, benefit or remedy of any nature
under or by reason of this Agreement.
8.4. Severability. Whenever possible, each provision or portion of any provision of this Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision or portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any
provision had never been contained herein.
8.5. Further Assurances. The Licensor shall, at the request of the Licensee, execute and deliver to
the Licensee all such further instruments, deeds, assignments, assurances and other documents
and shall do and perform such further acts and deeds as the Licensee may reasonably request or
as may be necessary or desirable in connection with accomplishing the purpose of this
Agreement and to carry out the intent and meaning of the subject matter of this Agreement.
8.6. Counterpart. This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and the same
instrument and shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party. A PDF or other electronic signature of this
Agreement shall be valid and have the same force and effect as a manually signed original.
8.7. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of India.
8.8. Dispute resolution; Arbitration. Any dispute or controversy arising out of or relating to this
Agreement shall be settled by arbitration to be held in New Delhi in accordance with the
Arbitration and Conciliation Act 1996 and shall be heard and determined by an arbitral tribunal
composed of a sole arbitrator appointed by agreement between the Parties. If the Parties fail to
reach an agreement with respect to the appointment of the sole arbitrator within thirty (30)
calendar days of any Party’s notice to the other Party of the existence of a dispute, the arbitrator
shall be selected in accordance with the provisions of the Arbitration Act.
8.9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
concerning its subject matter and supersedes all prior agreements or understandings.