Licensing

License Agreement

Definitions

The following terms shall have the definitions set forth below:

“Derivative Works” are works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works of the Licensor. Derivative Works may be any improvement, revision, modification, translation, abridgment, condensation, expansion, or any other form in which such a pre-existing work may be transformed or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work.
“Documentation” is written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and/or Source Code, including technical specifications and instructions for its use including Software/ Source Code annotations and other descriptions of the principles of its operation and instructions for its use.
“Improvements” shall mean, with respect to the Software, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement.
“Source Code” is the computer programming source code form of the Software in the form maintained by the Licensor, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software as well as all updates, error corrections and revisions thereto provided by Licensor, in whole or in part.

Grant of License

The Licensor hereby grants to the Licensee, and the Licensee hereby accepts the worldwide, non-exclusive, perpetual, royalty-free rights and licenses set out below:

The right to use and incorporate the software, in whole or in part, to develop its website (including the integration of all or part of the Licensor’s software into Licensee’s own software) on one domain only, solely for the personal or business use of the Licensee. However, the License does not authorize the Licensee to compile, copy or distribute the said Software or its Derivative Works.
The Licensee may make backup or archival copies of the Software and / or the Source Code and Documentation for their own use.
By purchasing the Software, the Licensee acknowledges that it has read this Agreement, and that it agrees to the content of the Agreement, its terms and agree to use the Software in compliance with this Agreement.
The Licensor holds the sole copyright of the Software. The Software or any portion thereof is a copyrightable matter and is liable to be protected by the applicable laws. Copyright infringement in any manner can lead to prosecution according to the current law. The Licensor reserves the right to revoke the license of any user who is not holding any license or is holding an invalid license.
This Agreement gives the right to use only one copy of the Software on one domain solely for the own personal or business use of the Licensee, subject to all the terms and conditions of this Agreement. A separate License has to be purchased for each new Software installation. Any distribution of the Software without the written consent of the Licensor (including non-commercial distribution) is regarded as violation of this Agreement, and will entail immediate termination of the Agreement and may invite liability, both civil and criminal, as per applicable laws.
The Licensor reserves the rights to publish a selected list of users/ Licensees of its Software, and no permission of any Licensee is needed in this regard. The Licensee agrees that the Licensor may, in its sole discretion, disclose or make available any information provided or submitted by the Licensee or related to it under this Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by the Licensor to co-operate and / or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable Laws.

Rights and Responsibilities

Licensor shall enable the Licensee to download one complete copy of the Software.
The Software is intended for the sole use of the Licensee in development of its own website.
Licensee does not have the right to sell, distribute, sub-license, rent, lease or lend any portion of the Software or Documentation, whether modified or unmodified, to anyone. The Licensee should not place the Software on a server so that it becomes accessible via a public network (such as, but not limited to, the Internet) for distribution purposes. In case the Licensee is using any source code management system like github, it can use the code there only when it has paid subscription from such management system.

Ownership

Software and Source Code.
All right, title, copyright, and interest in the Software, Source Code, Software Modifications and Error corrections will be and remain the property of Licensor.
Derivative Works.
As creation of Derivative Works by the Licensee is prohibited, thus, all right, title, copyright, and interest in any and/or all Derivative Works and Improvements created by, or on behalf of, the Licensee will also be deemed to the property of Licensor. Licensor shall be entitled to protect copyright / intellectual property in all such Derivative Works and Improvements in any country as it may deem fit including without limitation seeking copyright and/or patent protection.

Consideration

Licensee shall pay to Licensor the amount as stated on the website from where the order is placed, as one-time, upfront fees in consideration for the licenses and rights granted hereunder (hereinafter referred to as the “License Fee”). The License Fee to be paid by Licensee shall be paid upfront at the time of placing the order.
Once paid, the License Fees shall be non-refundable. The Licensee has fully satisfied itself about the Software and has seen the demonstration, and only thereafter has placed the order. Thus, the License Fees or any part thereof is non-refundable. No claim for refund of the Licence Fees shall be entertained under any circumstances.

Representations and Warranties

Licensor warrants that, at the time of purchase of the Software:

The Software will function materially as set forth in the website or published functionality provided by Licensor to customers and potential customers describing the Software
Software add-ons, if purchased by the Licensee from the Licensor, will not materially diminish the features or functions of or the specifications of the Software as they existed as of the execution of this Agreement.

Title

Licensor represents and warrants that it is the exclusive owner of all intellectual property in the Software (including the Source Code) and has good and marketable title to the Software (including the Source Code) free and clear of all liens, claims and encumbrances of any nature whatsoever. Licensor’s grant of license and rights to Licensee hereunder does not, and will not infringe any third party’s property, intellectual property or personal rights.

Term

Subject to Licensee’s payment obligations, this Agreement shall commence as on the date payment for the Software by the Licensee to the Licensor, and shall continue until terminated by either party.
The Licensor retains the right to terminate the license at any time if the Licensee is not abiding by any of the terms of the Agreement. The Licensee may terminate the Agreement at any time at its own discretion by uninstalling the Software and / or by destroying the said Software (or any copies thereof). However, the Licensee shall not be entitled to seek any refund of the amount paid by it to the Licensor, under any circumstances.
If the Licensee continues to use the Software even after the sending of the notice by the Licensor for termination, the Licensee agree to accept an injunction to restrain itself from its further use, and to pay all costs (including but not limited to reasonable legal fees) to enforce injunction or to revoke the License, and any damages suffered by the Licensor because of the misuse of the Software by the Licensee.

Indemnification

The Licensee releases the Licensor from, and agrees to indemnify, defend and hold harmless the Licensor (and any officers, directors, employees, agents and Affiliates) against any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, legal fees) (each, a “Claim”) arising from or related to: (a) any actual or alleged breach of any obligations in this Agreement; (b) any refund, adjustment, or return of Software,(c) any claim for actual or alleged infringement of any Intellectual Property Rights made by any third party or damages related thereto; or (d) Taxes.

Limitation of Liability

The Licensor will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to: damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the Software, whether in contract, warranty, tort etc. to the Licensee or any other person for cost of software, cover, recovery or recoupment of any investment made by the Licensee or its affiliates in connection with this Agreement, or for any other loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement.
Further, the aggregate liability of the Licensor, arising out of or in connection with this Agreement or the transactions contemplated hereby will not exceed at any time, or under any circumstances, the total amounts received by the Licensor from the Licensee in connection with the particular software giving rise to the claim.

Force Majeure

The Licensor will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond its reasonable control.

Relationship of Parties

The Licensor and Licensee are independent legal entities, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. The Licensee will have no authority to make or accept any offers or representations on behalf of the Licensor. The relationship between the parties is that of Licensor and Licensee only, and the rights, duties, liabilities of each party shall be governed by this Agreement.

Modification

The Licensor may amend any of the terms and conditions contained in this Agreement at any time and solely at its discretion. Any changes will be effective upon the posting of such changes on the Licensors Portal/ website, and the Licensee is responsible for reviewing these changes and informing itself of all applicable changes or notices. The continued use of a software by the Licensee after posting of any changes by the Licensor, will constitute the acceptance of such changes or modifications by the Licensee.

Severability

It is the intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under Uk Law in which enforcement hereof is sought. In furtherance of the foregoing, each provision hereof shall be severable from each other provision, and any provision hereof which is/ becomes unenforceable shall be subject to the following:
1. if such provision is contrary to or conflicts with any requirement of any statute, rule or regulation in effect, then such requirement shall be incorporated into, or substituted for, such unenforceable provision to the minimum extent necessary to make such provision enforceable
2. the court, agency or arbitrator considering the matter is hereby authorized to (or, if such court, agency or arbitrator is unwilling or fails to do so, then the parties shall) amend such provision to the minimum extent necessary to make such provision enforceable, and the parties hereby consent to the entry of an order so amending such provision
3. if any such provision cannot be or is not reformed and made enforceable pursuant to clause (i) or (ii) above, then such provision shall be ineffective to the minimum extent necessary to make the remainder of this Agreement enforceable. Any application of the foregoing provisions to any provision hereof shall not effect the validity or enforceability of any other provision hereof.