a) "Effective Date" shall mean the date of mentioned in the relevant Task Order for procuring the License.
b) "License" shall mean the License to use the Software Product as per the terms of Task Order for procuring the License.
c) "Licensee" shall mean_the person/ entity named in the Task Order who has purchased the License to use the Software Product as per the terms and conditions contained herein. and include, unless repugnant to the context, their respective executors, successors in business, representatives and permitted assigns.
d) "Licensor" shall mean eMudhra Limited/ group company its affiliates entering the Task Order and include, unless repugnant to the context, their respective executors, successors in business, representatives and permitted assigns.
e) "Parties" shall mean collectively Licensor and Licensee. "Party" shall mean either of them.
f) "Software Product" shall mean Software Product which the Licensee is procuring the License to use the same by placing Task Order.
2.1) General: The Software is licensed, not sold, to Licensee for use only under the terms and conditions of this Agreement, and Licensor reserves all rights not expressly granted herein. Any other use of the Software not specifically allowed by these terms and conditions is strictly prohibited.
2.2) Delivery: Licensor shall deliver to the Licensee 1 (one) copy of the executable code/ Run time and user manual.
2.3) Rights Granted: Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee a non-transferable, non-exclusive license to use the Software run time version of the Software solely for Licensee's own internal operations on the Designated Hardware at the Designated Location.
2.4) Services to be performed by Licensor: Licensor shall act as the implementer of the Software at Licensee's Location and shall provide support for the maintenance of the software provided the Licensee has paid Maintenance Fees. The acceptance of subsequent yearly maintenance support other than what is initially paid for is at the discretion of the Licensor.
2.5) No Reverse Engineering or Removal of Notices: Licensee shall not decompile, reverse engineer, disassemble, modify, translate, decipher or otherwise determine the source code or create derivative works of the Software or any part thereof. Licensee shall not alter, obscure, remove or separate any proprietary notices or labels, nor remove or separate from the Software. Any attempts to decompile, reverse engineer, disassemble, modify, translate, decipher or otherwise determine the source code or create derivative works of the Software or the license information shall immediately invalidate the license granted to the Licensee hereunder.
2.6) Additional Restrictions: Without limiting the foregoing, Licensee shall not (i) electronically transfer, transmit or provide access to the Software from one computer to another over a network, the Internet or any other means, including without limitation making the Software, its features or results, available through an application service provider or the like; (ii) distribute or make available copies of the Software in any form, electronic or otherwise, (iii) use the Software for commercial time-sharing, rental or service bureau use, nor lease, lend, grant a security interest in, sublicense or otherwise transfer rights to the Software.
2.7) No Other Rights Granted: This terms and conditions grants Licensee only the rights to use the Software expressly stated herein. No rights of ownership are transferred. As agreed between the parties, all rights, title and interest in and to the Software shall at all times remain with Licensor. The Licensee shall not assign or transfer Software Products to any third party without prior written consent of the Licensor.
Licensee agrees not to disclose any confidential information of Licensor regarding the Software (including without limitation the Software code and the Documentation) or information that is otherwise disclosed by Licensor to Licensee in connection with this (collectively, "Confidential Information"). Licensee shall take reasonable measures to maintain the confidentiality of the Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of a similar nature. Licensee shall not use any Confidential Information for any purpose other than in connection with the performance of its obligations under, and as permitted by, this terms and condition. However, Licensee may disclose the Confidential Information to the extent required by law or pursuant to the order or requirement of a court, administrative agency or other governmental body, after giving reasonable advance notice to the Licensor of such disclosure requirement to enable the Licensor to undertake appropriate steps.
Exceptions: Confidential Information shall not include information that (i) is or becomes generally known to the public through no breach of any confidentiality obligation; (ii) is rightfully known to Licensee at the time of disclosure by Licensor without violation of any confidentiality restriction and without any restriction on Licensee's further use or disclosure; or (iii) is independently developed by Licensee without any use of or reference to Licensor's Confidential Information.
4) Limited Warranty
4.1) Licensor warrants the media on which the Software is recorded and delivered by Licensor to be free from defects in materials and workmanship under normal use for a period of ninety days from the purchase of License. Licensee's exclusive remedy under this clause shall be for Licensor to provide a replacement copy of the Software.
4.2) This warranty as provided in this clause, shall be void if any failure of the Software has resulted from accident, abuse, or misapplication, caused by the Licensee or any of the Licensee's representatives.
4.3) No other warranties are provided. Except as otherwise expressly stated, Licensor disclaims all representations and warranties with respect to the Software (including the Documentation), updated Software and companion software, whether express or implied, including but not limited to, any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment or non-infringement of third party rights, and Licensor does not warrant that the functions contained in the Software will meet Licensee's requirements, that the operation of the Software will be uninterrupted or error-free or that defects in any of the Software will be corrected. Licensee acknowledges that the use of any of the Software may cause various malfunctions and that should any of the Software prove defective, licensee assumes the cost of all necessary servicing, repair or correction
The licensee shall indemnify and hold harmless the Licensor against any loss, damages suffered by the Licensor due to breach of terms of this agreement by the licensee.
6) Limitation of Liability
Notwithstanding anything contained in this terms and conditions, (i) in no event shall Licensor be liable for any personal injury or any indirect, special, exemplary, punitive, consequential or incidental damages whatsoever, including without limitation, damages for loss of profits, loss of data, re-run time, inaccurate input, work delays, business interruption or any other commercial damages or losses, arising out of or related to the use or inability to use the Software, however caused, regardless of the theory of liability, whether contract, tort, product liability or otherwise, and even if Licensor has reason to know or has been advised of the possibility of such damages; and (ii) in no event shall Licensor's total liability for all indemnity or liability exceed the license fees received by the Licensor for the License on account of which such indemnify or liability has arose.
This Agreement may not be assigned or otherwise transferred by Licensee prior written consent of the Licensor not only to any third parties but also to its subsidiary, associate or group companies.
The Clause No 3 and 5 shall survive the termination of this Agreement for any reason or the assignment of this Agreement to any successor in interest or other permissible assignee.
9) Force Majeure
Neither party shall be in default of any obligation by reason of any failure to perform or delay in performing due to unforeseen circumstances or to causes beyond such party's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods. If the force majeure event continues for a period of more than one month, the suffered party shall have the right to terminate the Agreement.
10) Governing Law & Juridiction
This agreement shall be governed by the laws of India and courts of Bangalore shall have exclusive jurisdiction on the same.
11) Complete Agreement
These terms and conditions sets forth the entire understanding of the parties so as to subject matter and in case any conflict between these terms and conditions and terms and conditions mentioned elsewhere, the terms and conditions mentioned herein will prevail over such other terms and conditions.