All-in-one software
designed for nutritionists
by nutritionists.

Software Product: Ntuitive

THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE "END USER", AND FITTERFLY HEALTHTECH PVT LTD, a company registered under the provisions of the Indian Companies Act, 1956 having its Registered Office at 503 Akshar Blue Chip Corporate Park, MIDC Turbhe, Navi Mumbai 400 703.

By Subscribing to the Ntuitive, This Agreement is entered into on the "Effective Date" by and between FITTERFLY TECHNOlOGIES PVT. LTD, a company registered under the provisions of the Indian Companies Act, 1956 having its Registered Office at 503 Akshar Blue Chip Corporate Park, MIDC Turbhe, Navi Mumbai 400 703 (hereinafter called "LICENSOR", (which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the First Part;

AND

YOU

hereinafter referred to as the "LICENSEE", which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the Second Part;

WHEREAS Licensee wishes to license software for the purpose of Nutrition Practice Management, research or any other related purpose and Licensor desires to license Ntuitive software to the Licensee.

NOW THEREFORE the parties hereto agree as follows:

1 .GRANT OF LICENCE:

Subject to the terms and conditions of the Agreement, Licensor grants to Licensee a non-exclusive, non-transferable license to use Ntuitive software (the "Licensed Programs") for the purpose of Nutrition Practice Management, research or any other related purpose. Licensee may use the Licensed programs as a SAAS format for its own use or use in its clinic. Licensee may not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified.

2. CONSIDERATION:

Licensee shall pay, upon access of the Licensed Progams, the license fee set forth in our website Ntuitive.in from time to time.

3. OWNERSHIP:

The original of the Licensed Programs, made by Licensee, including translations, compilations, partial copies, modifications and updates are the property of the Licensor.

4. PROPRIETARY RIGHTS:

Licensee recognizes that Licensor regards the Licensed Programs as its proprietary information and Licensee agrees not to provide or to otherwise make available in any form the Licensed Programs or any portion thereof, to any person other than employees of Licensee without the prior written consent of the Licensor.

5. TERM:

The access granted hereunder shall continue unless and until terminated pursuant to Section 7 hereof or expiration of the term of subscription.

6. TERMINATION by LICENSOR:

Licensor may terminate this subscription if Licensee is in default of any of the terms and conditions of this agreement and fails to correct such default within ten (10) days after written notice thereof from Licensor.

7. TERMINATION by LICENSEE:

In the event it is determined that the Licensor is in breach of the of terms and conditions of this agreement, then the Licensee may terminate the agreement and request for a refund of the subscription fee paid.

8. MAINTENANCE SUPPORT:

Licensor will provide to Licensee the following support with respect to the Software:
a. User Manuals
b. Email Support (all emails should be sent to csa2@fitterfly.com)

9. ACCESS OF LICENSED PROGRAMS:

Licensor shall use its best efforts to grant access to the Subscribed Programs promptly after receipt of the payment for access.

10. DATA STORAGE AND ACCESS

The Licensee acknowledges that the LICENSOR has its servers in Mumbai India and the application and Data is stored in the Servers in India. The LICENSOR monitors the servers and its team will have access to Non-Sensitive Customer Data.

11. WARRANTY DISCLAIMER:

LICENSOR LICENSES AND LICENSEE ACCEPTS, THE LICENSED PROGRAMS 'AS IS.' LICENSOR PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.

12. PATENT AND COPYRIGHT INDEMNITY:

Licensor will defend at its own expense any action brought against Licensee to the extent it is based on a claim that the Licensed Programs used within the scope of the license granted hereunder infringe a patent right, copy right or other proprietary right of a third party. Licensor will pay any costs, damages or attorney fees finally awarded against Licensee in such action which are attributable to such claim, provided Licensor is promptly notified in writing of such claim and is provided with all requested assistance, information and authority. Licensor shall have no liability for any claim of patent, copy right or trade secret infringement based on the use of a Licensed program in any form other than the original, unmodified form provide to Licensee or the use of a combination of the Licensed Programs with hardware, software or data not supplied by Licensor where the used Licensed Programs alone in their original, unmodified form would not constitute an infringement.

13. LIMITATION OF LIABILITY:

LICENSOR'S LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO LICENSOR. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF B USINESS, HOWEVER CAUSED OR ON ANY THEAORY OF LIABILITY.

14. NOTICES:

All notices in connection with this agreement shall be in writing and may be given by certified, registered or first class mail or personally delivered at the address setforth on the front page of this agreement.

15. SUCCESSORS:

This agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

16. SEVERABILITY:

In the event any provision of this agreement is determined to be invalid or unenforceable, the remainder of this agreement shall remain in force as if such provision were not a part.

17. GOVERNING LAW:

This agreement shall be governed and interpreted by the Laws of the Republic of India and the Courts at Mumbai shall be the appropriate venue and jurisdiction for resolution of any dispute. Both parties hereby consent to such personal and exclusive jurisdiction.

18. NON-ASSIGNMENT:

This agreement and the Licenses granted by it may not be assigned, sublicensed or otherwise transferred by Licensee without the prior written consent of the Licensor.

19. EXPORT REGULATIONS:

Licensee warrants that it will comply in all respects with the applicable export regulations and agrees to indemnify and hold Licensor harmless from any loss, damages, liability or expenses incurred by Licensor as a result of Licensee's failure to comply with any export regulations or restrictions.

20. ENTIRE AGREEMENT:

This agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters.