For Any kind of License Agreement for your organisation and have any query contact us on 9990694230 or [email protected]
Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Submit your guest articles for our website click here we will publish it Subscribe our Email updates like other 100,000 Members, Free/Easy/Comfortableway
SOFTWARE LICENSE AGREEMENT
If you have another valid, signed agreement with Licensor or
a Licensor authorized reseller which applies to the specific Licensor Software,
Software Services, Maintenance or Consulting Services you are downloading,
accessing or otherwise receiving, that other agreement shall control; otherwise
by using, downloading, installing, copying, or accessing Licensor Software,
Software Services, Maintenance or Consulting Services, or by clicking on “I
accept” on or adjacent to the screen where these Master Terms may be displayed,
you hereby agree to be bound by and accept these Master Terms. These Master
Terms shall also apply to any Maintenance or Consulting Services you later
acquire from Licensor relating to the Software or Software Services.
You may place orders under these Master Terms by submitting
separate Order Form(s). Capitalized terms used in these Master Terms and not
otherwise defined, are defined at ...........................[S1]
1.
License
Models, License Grant, Rights and Restrictions. Licensor provides
Software on a Perpetual, or Term basis, embedded and delivered as part of
Equipment, as Software Services and on a Subscription basis. The supplemental
terms, include, but are not limited to, the license grant, rights and
restrictions for each of the foregoing (including for evaluation purposes)
which are located at ...................[S2] The
availability of Software in one or more of the foregoing license models is at
Licensor’s sole discretion. Additional license requirements and notices, if
any, if not included at ......................,
[S3] shall
be contained in the Documentation that is delivered with the applicable
Software.
2.
Maintenance. Licensor will deliver
Maintenance as set forth in an Order Form.
3.
Consulting
Services. Customer may procure Consulting Services under an Order
Form. Unless otherwise expressly agreed in an Order Form, all Consulting
Services will be: (a) performed on a time and materials basis
("T&M"), with meals, lodging, travel and other reasonably necessary
out-of-pocket expenses, such as hardware and software acquired by Licensor to
support the project ("Expenses"), invoiced in addition to T&M
fees, and (b) deemed accepted upon delivery. Materials are owned by and remain
the confidential information of Licensor, excluding Output.
4.
Financial
Terms. Unless otherwise agreed, Customer shall pay any fees and
related charges set forth in an Order Form or which otherwise come due, net
thirty (30) days from Licensor's invoice. Licensor may increase recurring fees
at any time upon sixty (60) days prior written notice. A service charge of one
and one-half percent per month (or such lower amount as permitted by applicable
law) will be applied to all fees and charges that are not paid on time. Failure
to make timely payments shall be a material breach of the Agreement and
Licensor will be entitled to suspend any or all of its performance obligations
hereunder and/or to modify the payment terms, and to request full payment
before any additional performance is rendered by Licensor. Customer agrees to
pay all sales, use, value-added, goods and services, consumption, withholding,
excise and any other similar taxes or government charges, exclusive of
Licensor’s income taxes. Except as expressly set forth in the “Termination” or
"Remedies" section, all fees and charges paid under or in connection
with the Agreement are non-refundable and no right of set off exists. Licensor
does not permit aggregation of products, services, purchase or license models
or cumulative fees paid across separate Product Lines to trigger preferred
pricing or discounts. Customer agrees that Licensor’s license to Customer of
any rights hereunder to the Software, the Consulting Services and/or the
Maintenance is expressly conditioned on Customer’s strict adherence and
compliance with Customer’s payment obligations to Licensor hereunder, and
Customer’s obligation not to make any unauthorized copies, derivative works,
distribution, display or performance of the Software, or to violate any
restriction or use limitation of the Software.
5.
Ownership.
Software, Materials, and Documentation (collectively “Protected Materials”) are
proprietary to Licensor and its licensors and protected by applicable Indian
and international patent, copyright, trademark and trade secret laws. Licensor
and its licensors shall retain ownership in the Protected Materials and all
derivatives thereof, and any intellectual property or other rights embodied
therein. All proprietary notices incorporated in or affixed to any Protected Materials
must be duplicated by Customer on all copies of the Protected Materials, as
applicable, and must not be altered, removed or obliterated. Except as stated
herein, Customer receives no other rights to use any of Licensor's trade names,
trademarks, service marks, logos, domain names, and other distinctive brand
features.
6.
Confidentiality.
Each party agrees to protect Confidential Information in the same manner as it
protects its own (but using no less than a reasonable degree of protection) and
may only disclose Confidential Information to those with a need to know that
information and who have agreed in writing to be bound by terms at least as
protective as those contained in the Agreement. It is understood that the
confidentiality provisions contained herein do not apply to any information
that can be demonstrated by written evidence is: (a) available to the public
other than by a breach of a confidentiality obligation, (b) rightfully received
from a third party not in breach of a confidentiality obligation, (c)
independently developed by one party without use of the Confidential
Information of the other; or (d) known to the recipient at the time of
disclosure (other than under a separate confidentiality obligation).; or (e)
produced in compliance with applicable law or court order, provided the other
party is given reasonable advance notice of the obligation to produce
Confidential Information (to the extent legally permitted) and reasonable
assistance, at the disclosing party’s cost, if the disclosing party wishes to
contest the disclosure. Licensor may use Customer’s Confidential Information in
an aggregated, anonymized form, provided that such data is aggregated from more
than one customer and does not identify Customer, Customer employees or Customers’
customers. Each party agrees to indemnify the other for any damages (including
reasonable expenses) the other may sustain resulting from a breach of this
Section and that money damages would not be a sufficient remedy for a breach of
confidentiality. The parties are entitled to seek injunctive or other equitable
relief under this clause without the necessity of posting a bond even if otherwise normally required.
Such injunctive or equitable relief shall not be the exclusive remedy for any
breach of confidentiality, but is in addition to all other rights and remedies
available at law or in equity. Notwithstanding anything to the contrary,
Licensor’s source code shall be kept confidential in perpetuity. Affiliates of
either party are included in the definition of “Licensor” and “Customer”,
respectively, for purposes of this Section entitled “Confidentiality”.
Confidential Information remains the sole property of the disclosing party, and
each party acknowledges and agrees that it does not acquire any rights therein.
Use by a recipient of Confidential Information for the purposes contemplated
under the Agreement, including, but not limited to, any configuration or use by
Customer of the Software or Materials, does not affect or diminish the
disclosing party’s rights, title and interest in and to Confidential
Information.
7.
Data
Protection and Security Plan. To the extent Licensor is exposed to an
individual’s Protected Data, Licensor agrees it has and shall continue to
maintain a data protection and security plan.
8.
Additional
Customer Obligations. (a) Except in the case of Software Services
provided by Licensor or as may be otherwise set forth in an Order Form,
Customer is responsible for performing and securing a full system, data back-up
on a regular basis (the frequency of which shall be at the Customer’s sole
discretion) and retaining an electronic copy of Customer’s data derived from
the back-up, which is stored in a secure place at an alternate location.
Licensor assumes no responsibility and accepts no liability for the protection,
loss, destruction or maintenance of Customer’s data even though Licensor may
from time to time recommend daily system back-up and verification procedures.
(b) Customer shall provide Licensor with good faith cooperation and access to
such information, facilities, personnel and equipment as may be reasonably
required by Licensor in order to perform its obligations under this Agreement,
including but not limited to, providing security access, information, and
software interfaces to Customer’s applications. Customer acknowledges and
agrees that Licensor’s performance is dependent upon the timely and effective
satisfaction of Customer’s responsibilities hereunder and timely decisions and
approvals of Customer. Licensor shall be entitled to rely on all decisions and
approvals of Customer.
9.
Indemnity.
Licensor hereby agrees at its own expense to defend or, at its option, settle,
any claim or action brought against Customer to the extent it is based on a
claim that the Licensor Software, or Materials, all as updated by Licensor and
used in accordance with the Agreement, infringes any patent, copyright, or any
trade secret of a third party. Furthermore, Licensor will indemnify and hold
Customer harmless from and against damages, costs and fees reasonably incurred
(including reasonable attorneys' fees) that are attributable exclusively to
such claim or action and which are assessed against Customer in a final
judgment (“Indemnity”). Licensor’s obligations to defend, settle or indemnify
Customer are subject to Customer promptly notifying Licensor in writing of such
claim; Licensor having the exclusive right to control such defense and/or
settlement; and Customer providing reasonable assistance (at Licensor's
expense) in the defense thereof. In no event shall Customer settle any claim,
action or proceeding without Licensor’s prior written approval.
10.
Indemnity
Exclusions. Licensor shall not be liable to the extent any
claim regarding customer’s use of the licensor software, software services and
materials is based upon or attributable to: (a) modifications made by customer
to the licensor software, software services and materials or portions thereof;
(b) such claim would have been avoided by use of the then current release of
the licensor software, or software services made available to customer; (c)
customer’s continued allegedly infringing activity after being provided with
modifications that would have avoided the alleged infringement; or (d)
customer’s output.
11.
Remedies.
In the event of a breach of an indemnification obligation that arises under the
section entitled “indemnity”, licensor’s liability and customer’s sole and
exclusive remedy (in addition to the “indemnity”) shall be for licensor at its
own expense, to either (a) repair, replace or modify the affected licensor
software or software services or re-perform the affected consulting services or
(b) alternatively, procure for customer the right to continue to use the
affected licensor software, software services, or materials. If the foregoing
remedies are not commercially feasible (in the reasonable opinion of licensor),
licensor may (i) cancel the applicable order form and, as applicable, for the
affected licensor software or software services, refund the license fees and
any unearned maintenance fees paid to licensor by customer for the affected
licensor software or software services, or (ii) for consulting services refund
all amounts paid to licensor by customer for the affected consulting services.
11.
12.
Warranties
and Disclaimers. The warranties, if any, set forth in the
supplemental terms are in lieu of, and licensor, its licensors, webhost,
datacenter and suppliers expressly disclaim to the maximum extent permitted by
law, all other warranties, express or implied, oral or written, including,
without limitation, (i) any warranty that any software, materials or services
are error-free, accurate or reliable or will operate without interruption or
that all errors will be corrected or will comply with any law, rule or
regulation (ii) any and all implied warranties of merchantability, fitness for
a particular purpose, title and non-infringement and (iii) any and all implied
warranties arising from statute, course of dealing, course of performance or
usage of trade. Customer assumes all responsibility for the selection of the
software, other products and services provided hereunder to achieve customer’s
intended results. Customer acknowledges that use of or connection to the
internet provides the opportunity for unauthorized third parties to circumvent
security precautions and illegally gain access to the services and customer
data and that no form of encryption is
fool proof. Accordingly, licensor cannot and does not guarantee the privacy,
security or authenticity of any information so transmitted over or stored in
any system connected to the internet. All alpha, beta, developer evaluation,
free trial and evaluation licenses are provided om an as is and as available
basis, without warranties of any kind, maintenance or indemnity obligation on
the part of licensor
13.
Limitation
of Liability. except for infringement or misappropriation of
the other party’s intellectual property rights including, without limitation,
trade secrets, damage for bodily injury, death, damage to real or tangible
personal property or intentional misconduct or gross negligence or any other
liability that may not be excluded under applicable law (the “excluded
matters”), in no event will either party hereto be liable for any loss or
unavailability of or damage to data, lost revenue, lost profits, failure to
realize expected savings, damage to reputation, business interruption, downtime
costs or any indirect, incidental, consequential, special, punitive, exemplary
or any similar type of damages arising out of or in any way related to the
agreement, the use or the inability to use the software, software services,
maintenance or consulting services, even if advised of the possibility of such
damages. customer assumes all responsibility for the selection of the software,
other products and services provided hereunder to achieve customer’s intended
results. except for the excluded matters, in no event shall either party’s
total liability to the other for all claims arising out of or as a result of
the agreement exceed the greater of Rs.
10,00,000 [S4] or
the fees paid by customer to licensor under the applicable order form.
14.
Export.
Software, Software Services, Documentation, Materials and related technical
data, are subject to Indian export control laws, including without limitation
the Foreign Trade (Development and Regulation) Act, 1992 and its associated
regulations and may be subject to export or import regulations of other
countries. Customer hereby agrees that it will not export or re-export or
provide access to the Software, Software Services, Documentation, and Materials
in any form in violation of any applicable export or import laws of any
jurisdiction.
15.
Government
Use. If the Software, Software Services, Documentation,
Materials and any other Licensor services are being or have been acquired with Indian
Government funds, or Customer is an agency, department, or other entity of the Government
of India ("Government"), the use, duplication, reproduction, release,
modification, disclosure or transfer of the Software, Software Services, or any
related documentation of any kind, including technical data, manuals or
Materials, is restricted in accordance with the laws or directions of the
government. Use of the Software and Materials by the Government is further
restricted according to the Agreement and any amendment hereto.
16.
Term
and Termination. This Agreement shall remain in effect until
termination or expiration of all Order Forms, unless otherwise terminated
earlier as provided hereunder. Either party may terminate: (a) this Agreement
and/or any or all applicable Order Forms upon thirty (30) days prior written
notice if the other party breaches a material provision of this Agreement and
fails to cure such breach within the thirty (30) day notice period; (b)
Maintenance, Term License or Subscription, upon prior written notice at least sixty
(60) days prior to the end of any applicable annual Maintenance period or Term;
or (c) an Order Form for Consulting Services, upon fifteen (15) days prior
written notice by Customer or thirty (30) days prior written notice by
Licensor. Order Forms that are not terminated or have not expired shall remain
in full force and effect under this Agreement. The Agreement shall
automatically terminate if either party files for bankruptcy, goes into
receivership, becomes insolvent or makes an assignment for the benefit of
creditors. Upon termination or expiration of this Agreement or an Order Form,
Customer must cease using, de-install and permanently delete all of the
applicable Software; whether or not modified or merged into other materials.
Termination of this Agreement or any Order Form shall not limit either party
from pursuing other remedies available to it, including injunctive relief, nor
shall such termination relieve Customer of its obligation to pay all fees that
have accrued or are otherwise owed by Customer under this Agreement.
17.
Suspension.
Licensor will be entitled to suspend any or all Software Services, Maintenance
and/or Consulting Services upon 10 days written notice to Customer in the event
Customer is in breach of this Agreement. Further, Licensor may suspend
Customer’s access and use of the Software Services if, and so long as, in
Licensor’s sole judgment, there is a security risk created by Customer that may
interfere with the proper continued provision of the Software Services or the
operation of Licensor’s network or systems. Licensor will provide Customer
advance notice of any such suspension at Licensor’s reasonable discretion based
on the nature of the circumstances giving rise to the suspension. Licensor will
use reasonable efforts to re-establish the affected Software Services promptly
after Licensor determines, in its reasonable discretion, that the situation
giving rise the suspension has been cured by Customer. Licensor may terminate
the Software Services if any of the foregoing causes of suspension remain
uncured by Customer. If Software Services are terminated by Licensor due to the
foregoing, Licensor shall either provide Customer with or allow Customer access
sufficient to retrieve all Customer’s Output in comma separated value (CSV)
format. Customer shall pay Licensor for its work resolving the situation giving
rise to the suspension on a T&M basis, plus reasonable out-of-pocket
expenses.
18.
General
Provisions.
a)
All notices required under this Agreement shall
be in writing. Notices will be effective if dispatched by facsimile; or
electronic mail; by hand; reliable overnight delivery service or first-class,
pre-paid mail if sent to the contract address for the intended recipient set
forth in an Order Form. A copy of any notice of default, breach or termination
shall also being sent to that party's General Counsel.
b)
The losing
party shall pay all reasonable costs, including, without limitation attorney’s
fees, incurred by the prevailing party in any action brought to enforce the prevailing
party’s rights under this Agreement.
c)
This Agreement shall not be interpreted to create
an agency or consignment relationship, and neither party is a partner,
employee, agent or joint venture partner of, or with, the other.
d)
During the term of any Order Form and for a
period of one (1) year following expiration or termination of an Order Form,
neither party shall actively solicit for employment any employee, contractor,
or consultant, or other representative of the other party who performed
services in connection with the applicable Order Form, without the prior
written consent of the other party.
e)
Licensor
may designate any agent or subcontractor to perform such tasks and functions to
complete any services covered under this Agreement. However, nothing in the
preceding sentence shall relieve Licensor from responsibility for performance
of its duties under the terms of this Agreement.
f)
During the term of any Order Form and for a
period of one (1) year following expiration or termination of an Order Form,
Customer hereby grants Licensor and its independent auditors, at Licensor's
expense, the right to audit Customer‘s compliance with this Agreement upon ten
(10) days’ notice and at reasonable times and to report any results to Licensor’s
licensors. Customer shall at no cost to Licensor (i) provide any assistance
reasonably requested by Licensor or its designee in conducting any such audit,
including installing and operating audit software, (ii) make requested
personnel, records, and information available to Licensor or its designee, and
(iii) in all cases, provide such assistance, personnel, records, systems access
and information in an expeditious manner to facilitate the timely completion of
such compliance verification. Customer’s failure to comply with the provisions
of this section will constitute a material breach of this Agreement. If the
audit reveals any noncompliance, Customer shall reimburse Licensor for the
reasonable costs and expenses of the audit (including but not limited to
reasonable attorneys’ fees), and Customer shall promptly cure any such
noncompliance; provided, however, that the obligations under this section do
not constitute a waiver of Licensor’s termination rights and do not affect
Licensor’s right to payment for Software, Software Services or Materials
related to usage in excess of the Number of Units.
g)
No waiver by either party of any breach of any
provision of this Agreement shall be construed as a waiver of that or any other
provision on any other occasion.
h)
Dates or times by which one party is required to
perform under the Agreement shall be postponed automatically for so long as
that party is prevented from performing by any act of or failure to act by, the
other party. No delay or default in performance of any obligation by either
party (except payment obligations), shall constitute a breach of the Agreement
to the extent caused by force majeure or any other cause which is beyond its
reasonable control, including, but not limited to, fires, strikes, accidents,
or acts of God.
i)
Except for an assignment, in whole or part, by
Licensor to an Affiliate, neither party may assign this Agreement, in whole or
in part, and/or any of its rights and/or obligations without the prior written
consent of the other party (which shall not be unreasonably withheld). Any such
attempted assignment shall be void. For the purposes of the foregoing, a change
in control of Customer is deemed to cause or attempt to cause an assignment of
the Agreement, in whole or part, and shall require Licensor’s prior written
consent.
j)
To the extent Customer or its successors or
assigns enters into an Extraordinary Corporate Event after an Order Form
Effective Date, those users, divisions or entities, which were added to or
divested from Customer’s organization as a result of the Extraordinary
Corporate Event are not authorized to use the Software or Materials until those
users, divisions or entities are added to this Agreement by way of a written
amendment signed by duly authorized officers of the Licensor and Customer, or
in the case of a divesture, the divested entity.
k)
This Agreement is for the benefit of the parties
and their successors and permitted assigns, and does not confer any rights or
benefits on any third party, including any employee of a party, any client of a
party, or any employee of a client of a party. Notwithstanding the above, the
parties acknowledge that all rights and benefits afforded to Licensor under
this Agreement shall apply equally to the owner of any Third Party Software,
and such third party is an intended third party beneficiary of this Agreement.
l)
The parties' rights and obligations under this
section and sections entitled "Financial Terms", “Proprietary
Notices”, "Confidentiality", “Warranties and Disclaimers”, “Indemnity”,
“Indemnity and Warranty Exclusions”, “Remedies”, “Disclaimers”, “Limitation of
Liability”, "General Provisions" and those surviving provisions of
the Supplemental Terms shall survive the expiration or termination of this
Agreement and/or an Order Form.
n)
If any sentence, clause or other provision of
this Agreement is held to be invalid, illegal or unenforceable under applicable
law, including, but not limited to, any limitation of liability, the validity,
legality and enforceability of the remaining clauses and provisions shall in no
way be affected or impaired thereby. The affected provision shall be
interpreted in such a manner as to
render it enforceable while attempting to closely approximate the intent and
the economic effect of the affected provision as to render it enforceable while
attempting to closely approximate the intent and the economic effect of the
affected provision.
19.
Agreement
Structure and Scope.
a)
Order
of precedence. To the extent any terms and conditions of the
Master Terms or Supplemental Terms conflict with the terms and conditions of
additional license requirements or notices contained in the Documentation, then
such license requirements or notices pertaining to Third Party Software
included with the Software, shall control. To the extent any terms and
conditions of these Master Terms conflict with the Supplemental Terms, the
Supplemental Terms shall control. To the extent the Order Form conflicts with
the Master Terms or Supplemental Terms, the Order Form shall control.
b)
Entire Agreement.
The Agreement constitutes the parties’ entire agreement relating to its subject
matter. It supersedes all prior or contemporaneous oral or written
communications, agreements, requests for proposals, proposals, conditions,
representations, and warranties, or other communication between the parties
relating to its subject matter. No modification to the Agreement will be
binding unless in writing and includes a signature by an authorized
representative of each party, except in the case of an Order Form where
Licensor’s acceptance shall be deemed to have occurred on Licensor’s initial
delivery of products or services under the Order Form. All pre-printed or
standard terms of any Customer purchase order or other business processing
document shall have no effect.
Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Submit your guest articles for our website click here we will publish it Subscribe our Email updates like other 100,000 Members, Free/Easy/Comfortableway
