This End User License Agreement (“Agreement”) shall be considered a legally binding agreement between You, as either an individual who is a major as per applicable law or an Entity (“You” or “Your”) and Ecom to Tally (hereinafter referred as “the company”), a company incorporated under Companies Act, 2013 having its registered office at F- 3, Shreenath Tower, Central Spine, Vidhyadhar Nagar, Jaipur and its subsidiaries and/or affiliates (“Ecom to Tally”) for the use of the Product (as defined below).
Other aspects of the Product may also include, but are not limited to, software/website updates and any upgrades necessary that the company may supply to You or make available to You, or that You could obtain after the initial copy of the Product, and as such that said items are not accompanied by a separate license agreement or terms of use.
This website/software is created for the purpose of importing E-Commerce Sellers, Payment Gateway merchants data into Tally accounting software by way of uploading excel reports on this website or providing merchant API keys. It is mandatory for You to read the terms and conditions of this Agreement carefully before sign-up, sign-in on this website or obtaining a license, or otherwise accessing or using Product (as defined below).
By clicking on the “I AGREE” or similar button while sign-up, sign-in, copying or using the Product (“I Agree Button”), You are agreeing to be legally bound by the herein contained terms of this Agreement. If You do not agree to all or any of the terms and conditions of this Agreement, immediately click on the “I DO NOT AGREE” or similar button, terminate the sign-up or sign-in process, immediately cease and refrain from accessing or using the Product, delete any copies of the Product You may have, return the Product, installation media, accompanying documentation and sales receipt to the company.
The Product is only licensed to You under this Agreement and not sold to You. By sign-up, sign-in, obtaining a license, or otherwise accessing or using the Product by clicking on I agree button, You acknowledge that You have read this Agreement, that You understand it, and that You accept and agree to be bound by its terms. If You are accepting this Agreement on behalf of a company, organization, educational institution, or agency, instrumentality or department of a government (“Entity”) as its authorized legal representative, then You represent and warrant that You have the power and authority to bind such Entity to these terms, and references to “You” herein refer to both You, the individual end user, and the Entity on whose behalf You are accepting this Agreement.
1. PRODUCT
1.1 As used in this Agreement the term “Product” means: (i) the “https://ecomtotally.com” website and the components thereof, which may include tally customized TDL (including TCP file), including but not limited to required drivers, being licensed to You; (ii) all the contents of the disks, CD-ROMs, e-mails and any attachments, or other media with which this Agreement is provided, including the object code form of the Product supplied on a data carrier, via electronic mail or downloaded via internet; (iii) any related explanatory written materials, any description of the Product properties or operation, any description of the operating environment in which the Product is used, instructions for use or installation of the Product or any description of how to use the Product (“Documentation”); (iv) copies of the Product, patches for possible errors in the Product, additions to the Product, extensions to the Product, modified versions of and upgrades or improvements to the Product.
2. LICENSE
2.1 Sign-Up: In order to use the Product, You must sign-up at https://ecomtotally.com and download the necessary Tally TDL (or TCP) files from https://ecomtotally.com (“Website”). At the time of sign up, You accept the terms of this Agreement, a user id and password can be generated. For further information, You may visit the Website.
2.2 Activation: The Product shall be activated based on your email id and mobile number provided to the company. To change either email id or mobile number, you can send an email to info@ecomtotally.com. The change in email id and/or mobile number shall be subject to validation of existing email id and mobile number. Any failure in accessing your email id and/or mobile number provided to the company shall result in the failure to access the Product. You shall be responsible for securing and maintaining your user id and password. You agree and acknowledge that you will not disclose your login details, including but not limited to your password to any third party and that you, alone, shall be responsible for any activity or action from your account on product, whether such activity or action has been authorized by You or not. In case of any unauthorized use of your account on the Product, You shall be responsible to promptly inform the company.
2.3 Demo: Company shall provide to you, at your option, a 3 days trial period wherein you can import a maximum of 500 (five hundred) transactions/ items/ ledgers in aggregate (“Transaction Limit”). The Transaction Limit shall be subject to change at the sole discretion of the company. Upon expiry of trial period of 3 days from the date of activation of the Product or exhausting the Transaction Limit, whichever is earlier, the demo period shall expire (“Demo Period Expiry Date”). No License Fee shall be charged for the demo period. A user who has availed demo period once shall not be allowed to use demo period again. After the Demo Period Expiry Date, the Product shall be deactivated unless, one of the Packages (as defined below) is chosen by the user and relevant License Fee is paid to the company.
2.4 Plans and Packages: On or before the expiry of Demo Period Expiry Date, You must subscribe to the Product by choosing one of Packages and paying the License Fee (as defined below). “Package” shall mean various packages with options such as single Company usage plan, multiple Company usage plan or any other plan that may be offered by the company from time to time.
2.5 Shipping & Delivery: Subject to Your full and ongoing compliance with the terms and conditions of this Agreement and payment of the License Fees (as defined below), for the Term, the company shall deliver to you the Product within 24 hours via email. Here delivery of product means activation of license on your registered email ID and an email confirmation with product download link will be sent on your registered email ID. Upon receipt of the Product, You are granted a limited, non-exclusive, non-transferable, non-assignable, revocable license, without rights to sub-license, to install or have installed and use the Product in machine-readable, object code only (“Product Licenseâ€).
2.6 Scope of Use: Under this Product License, You may: (a) install the Product use the same in accordance with the Package purchased by you; and (b) copy the Product for back-up or archival purposes only.
2.7 License Restrictions: You only have the non-exclusive right to use the Product in accordance with terms of this Agreement. You shall not: (a) modify, reverse engineer, decompile, disassemble, decipher, decrypt the Product, decompile the database or attempt to discover or obtain the source code; (b) adapt or otherwise create derivative works from the Product or Documentation; (c) distribute the Product in original or the copies of the Product to anybody; (d) remove, alter or obscure any copyright, trademark or other proprietary notices or labels contained in the Product or Documentation; (e) resell, assign, lease, rent, transfer, sublicense, redistribute, or otherwise transfer, whether for commercial purposes or otherwise, the Product or Documentation to any third party; (f) use the Product and/or Documentation to develop a competing hardware and/or software product, or otherwise in any manner not set forth in this Agreement or in the Documentation; (g) use the Product to transmit software viruses or other harmful computer code, files or programs, or to circumvent, disable or otherwise interfere with security-related features of the Product; (h) use the Product to collect or harvest any third party’s personally identifiable information, to send unauthorized commercial communications or to invade the privacy rights of any third party; (i) use the Product for any unlawful purpose, and/or in any manner that breaches this Agreement; and/or (j)use the name Ecom to Tally or any Ecom to Tally trademarks or logos; (k) commit any act or omission that results in damage to Ecom to Tally's goodwill and/or reputation.
2.8 Upgrades and Updates: The company may provide You with upgrades or update to this Product during the Term. To receive and use an upgrade or update, you agree to the company’s standard terms and conditions governing the use of that upgrade or update. If no such standard terms and conditions are stated by the company, the terms and conditions of this Agreement shall apply and the said upgrade or update shall be deemed Product. If you decide not to download and use an upgrade or update provided by the company, you understand that you put the Product at risk to serious security threats or cause the Product to become unusable or unstable or slow. Further, the company will use reasonable efforts to make the services of updating the Product available. However, the said service might get interrupted/delayed due to maintenance, upgrades and repairs, or due to failure of telecommunications links and equipment which are beyond the company control and thus, the company shall not be liable for such delay/interruption caused. Whenever there is any change in filing procedure, format of the forms, or any other amendment in the existing procedure, the company tries to incorporate the amendments as early as possible, but it may be delayed due to some technical reason, employment problem, etc. and the company cannot be held liable for the same. The company may, at any time, at its discretion, cease making available the updates and internet-based services used with the Product. The company may modify or discontinue, temporarily or permanently, the Product or its updates, with or without notice. You agree that the company shall not be liable to you or anyone else in such a case. After expiry of the Term, You will not be entitled to receive update/upgrade services with respect to such expired Product License or any other services offered by the company as per this Agreement.
2.9 Unauthorized Access: You shall not attempt to gain unauthorized access to any portion or feature of the Product, or any other systems or networks connected to the Product or to any server, computer, network, or to any of the services offered on or through the Product, by hacking, password ‘mining’ or any other illegitimate means.
3. SUPPORT
3.1 In case, after buing the Product, if any problem is faced by you in relation to usage of the Product, the company shall provide assistance services to you with respect to the same (“Assistance Services”) during the Term. The Assistance Services shall be rendered through internet by accessing your computer on remote basis. Assistance Services shall be provided during the Term, as the case may be and the upgrades and updates in the Product during such period shall be done at the cost of the company. After expiry of the Term, You will not be entitled to receive any Assistance Services.
4. INTELLECTUAL PROPERTY AND OWNERSHIP
4.1 The company retains all rights to the Product and the Documentation not specifically granted in this Agreement. the company owns the Product and the Documentation and all copyright and other intellectual property rights therein, and this Agreement does not transfer to You any title to or any proprietary or intellectual property rights in or to the Product, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in this Agreement.
4.2 The Product and the Documentation are protected by copyright, trademark and other intellectual property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any photographs, images, video animation, text, and music, that may be incorporated as part of the offered content in the Product. You shall not acquire the aforementioned rights in the Product, either through estoppel, implication, or otherwise. Further, You agree to notify Ecom to Tally immediately upon obtaining any information regarding a threatened or actual infringement of the intellectual property rights attached to the Product. Upon Your failure to do so, You shall be solely liable for such infringement.
4.3 This Agreement does not give you any ownership rights or interests in the company’s trade name, trademarks, copyrights, patents, trade secrets, know-how, proprietary data, confidential information or other intellectual property.
4.4 You shall not modify, alter, delete from or add to The Company’s marks, including but not limited to any change in text, graphics or colour and shall comply with any guidelines relating to the use of The Company’s marks.
4.5 You agree to comply with the instructions of the other regarding the use of The Company’s marks, including promotional material, if any, with The company’s trademarks and copyrights.
4.6 Unauthorized duplication, alteration or distribution of the Product, or any portion of it, may result in severe civil or criminal penalties, and shall be prosecuted to the maximum extent possible under all applicable laws in India.
5. LICENSE FEES
5.1 The license fee for each of the Packages shall be determined by the company from time to time and for subscription to the Product, You shall pay the license fee for the chosen Package (“License Fee”). The fees for renewal of the Product License shall as determined by the company from time to time (“Renewal Fees”). The License Fees and the Renewal Fees shall be subject to change from time to time at the sole discretion of the company without any prior intimation.
5.2 The date of which the Product License shall commence shall be the date on which payment of License Fee is realised by the company or the Demo Period Expiry Date, whichever is later (“Effective Date”).
5.3 The License Fee and the Renewal Fee shall be exclusive of any applicable goods and services tax or any other tax of a similar nature (by whatever name called). In case you deduct any tax at source while paying the License Fee and/or Renewal Fee, You must provide certificate of such deposit to The company in the time limit prescribed by applicable law.
5.4 In the cases wherein you have purchased multiple packages from our Company and have used multiple products of our Company on your computer but have not paid for one or more of the products and made a commitment to pay within agreed period either verbally or in writing. Company remains the right to suspend other services until you clear all your dues.
6. REFUND POLICY
6.1 Refund Eligibility: In the event that our website experiences technical difficulties rendering it non-functional for a continuous period of 7 days or more, or if a customer inadvertently makes a double payment for the same service, we will consider issuing a refund.
6.2. Non-Refundable Fees: License Fees or Renewal Fees paid to the company are non-refundable under normal circumstances. These fees are paid in exchange for the granting of a license under our agreement.
6.3. Refund Procedure: To request a refund due to website non-functionality or double payment, customers must submit a refund request to our Customer Support Services at info@ecomtotally.com. The request should include relevant details such as the payment reference number and a brief explanation of the reason for the refund request.
6.4 Refund requests will be reviewed by our team within 7 business days upon receipt. If the request meets the eligibility criteria outlined in section 1, a refund will be processed promptly.
6.5 For any questions or concerns regarding our refund policy, please contact our Customer Support Services at info@ecomtotally.com, We are committed to addressing your inquiries and providing assistance as needed.
7. DISCLAIMER OF WARRANTIES
7.1 You agree that The company has made no express warranties, oral or written, to You regarding the Product and Documentation and that the Product (including the updates) and the Documentation are licensed to You “as is” without warranty of any kind. The company hereby disclaims all other representations, warranties, guarantees, and conditions, whether express, implied or statutory, including, without limitation, any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, timeliness, quality, suitability, title, or non-infringement of third party rights, to the fullest extent authorized by law.
7.2 Without limiting the generality of the foregoing, the company expressly disclaims all warranties of any kind for the third party websites or software, and does not warrant that the software will meet your requirements, or that operation of the software will be uninterrupted, timely, secure, or error free, that defects or errors in the software will be corrected, or that the software will be compatible with future the company’s products, or that any information or data stored or transmitted through the software will not be lost, corrupted or destroyed or the usage of the software will not corrupt Tally on your device or the software (or any server(s) that makes the updates available) is free of viruses or other harmful components, or calculation, deduction, computation, filling of data will be added to the software in any format like xml, xbrl, pdf etc., or delays including but not limited to delay in submitting e-returns, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of the company.
7.3 You assume responsibility for selecting the Product to achieve Your intended results and for the results obtained from Your use of the Product. You shall bear the entire risk as to the quality and the performance of the Product. Further, you agree to provide full and correct information as required in accordance with this Agreement and the company shall not have any direct or indirect liability or obligation to any third party, due to your fault/mistake.
8. LIMITATION OF LIABILITY
8.1 You use this Product solely at Your own risk. In no event shall the company, its officers, directors, employees or staff be liable to you or any party related to you for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to damages for loss of business profits, business interruption, loss of business information, loss of data, loss due to delay caused in submitting the forms through the Product because of poor internet connectivity, procedural changes made by the government or any other reason whatsoever or other such pecuniary loss arising out of use of the Product, including but not limited to processing of data, lack of processing of excel data in Tally owing to upgradation or updates in Tally or corruption of data in Tally or any third party software, whether or not foreseeable, even if The company has been advised of the possibility of such damages.
8.2 It is advisable for You to take backup of Your data provided and saved on the Product or on Tally. Further in no event shall the company, its officers, directors, employees or staff be liable to You or any party related to You for any loss caused due to errors, wrong calculation committed by the Product, Product becoming unresponsive due to viruses, bugs, etc. In no event will the company’s total aggregate and cumulative liability to you for any and all claims of any kind arising hereunder exceed the License Fees actually paid by you.
8.3 The foregoing limitations shall apply to claims of personal injury to the maximum extent permitted by applicable law. Further the Product is for the functional ease of the professionals and other persons who use it and the outcome of the Product has to be corroborated with the relevant taxation laws applicable in every such case and procedural changes carried out by the government, thus The company does not take any responsibility for any claim made to it in this regard.
9. INDEMNIFICATION
9.1 You shall fully indemnify, defend and hold harmless the company, and all its officers, directors and employees, at your own expense, from and against any and all claims, actions, costs, damages, losses, liabilities, judgments, grants, and expenses including reasonable attorneys’ fees and costs, arising out of or in connection with any claim arising from or relating to: (a) any breach by you (including any authorized users) of the terms of this Agreement; and/or (b) any representations or warranties made by You (including any authorized user) regarding the data/result generated by using the Product to any third party; and/or (c) use or misuse of the Product by You (including any authorized users).
10. CONFIDENTIALITY
10.1 You shall permit only authorized users to use the product or to view the Documentation. Except as expressly authorized by this Agreement, You shall not make available the Product, Documentation, or the license to any third party, or use the Product, Documentation, or the license for any purpose other than exercising rights expressly granted to You hereunder. You agree to cooperate with and assist the company in identifying and preventing any unauthorized use, copying, or disclosure of the Product, Documentation, a license, or any portion thereof.
11. TERM AND TERMINATION
11.1 This Agreement shall become effective upon Your acceptance of the Agreement. The term of the Product License shall be one (1) year from the Effective Date (“Term”). The Term may be renewed for successive period of one (1) year each by the user by making payment of the Renewal Fee (as defined below) on or before expiry of the Term and in case of such renewal, the Term shall be construed to include the period for which, the renewal has been made. This Agreement shall continue to be in effect till the expiry of the Term or earlier termination of this Agreement. In case the Product is not subscribed to, on or before the Demo Period Expiry Date or such other extended period as allowed by the company in its sole discretion, this Agreement shall terminate ipso facto.
11.2 In case of renewal, you shall notify in advance to the company regarding your intention to renew the Product License and the company, upon receiving the Renewal Fees and completion of necessary formalities, renew Your Product License. In case renewal is not made before the expiry of Term, the Product License shall cease to be effective upon expiry of the Term and any further grant of Product License shall be subject to payment of License Fee afresh, unless otherwise decided by the company at its sole discretion.
11.3 Without prejudice to any other rights, this Agreement shall terminate automatically if:
You commit a breach of the terms and conditions of this Agreement;
You fail to comply with the terms and conditions of this Agreement, including the payment of any applicable fees;
You do not subscribe to the Product License , on or before the Demo Period Expiry Date or such other extended period as allowed by the company in its sole discretion;
You do not renew the Product License, for an additional period, post the expiry of the Term.
11.4 No prior notice shall be required to effectuate such termination.
11.5 Upon termination due to any of the reasons provided for in Clause 11.3 hereinabove, the registration id and password provided to you at the time of registration on the software shall be made defunct by the company and you shall stop using the product, permanently delete the Product from Your computer or any other device, as the case may be and remove and destroy all copies of the Product and Documentation.
11.6 Notwithstanding anything contained hereinabove, in the event you breach the terms of this Agreement, The company shall have a right to take appropriate legal action against You, without issuing any prior notice to You in this regard.
12. AMENDMENT
12.1 The company reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement on the Website provided that disputes arising hereunder will be resolved in accordance with the terms of the Agreement in effect at the time the said dispute arose. We encourage You to review the published Agreement from time to time to make Yourself aware of changes. Material changes to these terms will be effective upon the earlier of (a) Your first use of the Product with actual knowledge of such change; or (b) thirty (30) days from publishing the amended Agreement on the Website. If there is a conflict between this Agreement and the most current version of this Agreement, posted on the Website, the most current version will prevail. Your use of the Product after the amended Agreement becomes effective, constitutes Your acceptance of the amended Agreement. If you do not accept amendments made to this Agreement, then it is Your responsibility to terminate this Agreement by providing written notice of Your decision to terminate the Agreement to The company and consequences of termination as mentioned in Clause 11 of this Agreement shall prevail.
13. MISCELLANEOUS
13.1 Governing Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of India. This Agreement shall be subject to exclusive jurisdiction of Courts at Jaipur, India.
13.2 Arbitration: In the event of any disputes, differences or claims arising between the company and You (collectively referred to as the “Parties”) in connection with this Agreement or the construction or the interpretation of any of the clauses hereof or anything done or omitted to be done pursuant hereto, the Parties shall first endeavour to amicably settle such disputes, differences or claims, failing which the same shall be referred to a sole arbitrator jointly appointed by the Parties. The arbitration proceedings shall be held in Jaipur and conducted in English language and the arbitration will be subject to and governed by the provisions of the Arbitration and Conciliation Act, 1996 or such other competent law for the time being in force. The cost of the arbitration proceedings shall be borne by the Parties equally. The decision of the sole arbitrator shall be final and binding upon the Parties.
13.3 Notice to the company: Any notice provided to the company pursuant to the terms of this Agreement should be sent to info@ecomtotally.com.
13.4 Notice to You: The Company may provide you with notices, including those regarding changes to the Agreement by sending an email to your registered email id, as given at the time of registration or such changed email id as notified to The company, in accordance with the terms and conditions of this Agreement.
13.5 Entire Agreement: The Agreement constitutes the entire agreement between the company and you with respect to your access to or use of the Product and supersedes any prior agreements, whether written or oral, and all other communications, between You and The company on such subject matter.
13.6 Survival: In the event of termination of this Agreement, Clause 7, Clause 8, Clause 9 and Clause 10 of this Agreement and any other clause hereof which by its nature should survive, shall survive and continue in effect and shall inure to the benefit of and be binding upon the Parties and their respective successor(s) and/or permitted assign(s).
13.7 Severability: If any of the provisions of this Agreement become invalid, illegal or unenforceable in any respect under any applicable laws, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.
13.8 Waiver: Any failure by the company to enforce or exercise any provision of the Agreement, or any related right, shall not constitute a waiver of that provision or right. Any waiver, supplementation, modification, or amendment to any provision of this Agreement, shall only be effective when done so in writing and signed off by the Parties.
13.9 Compliance: You are solely responsible for Your familiarity and compliance with any laws that may prohibit You from participating in or using any part of the Product.
13.10 Feedback: You have no obligation to provide the company with ideas, suggestions or proposals or feedback. However, if you submit feedback/suggestions to the company, The Company may use it for improvising its product or for any other purpose without payment of charges/fee to you. It is hereby clarified that the company is not bound to implement the suggestions or proposals or feedback rendered by you.
