INTERNATIONAL SOFTWARE LICENSE AGREEMENT/
END USER SOFTWARE LICENSE AGREEMENT (EULA)
IMPORTANT – READ CAREFULLY AND AGREE TO THE TERMS BEFORE DOWNLOADING AND USING THE SOFTWARE.
THE LICENSEE AGREES THAT THE PURCHASE OF LICENSES WILL BE SUBJECT TO THE STRATUMSOFT TECHNOLOGIES PRIVATE LIMITED’S REFUND POLICY AVAILABLE.
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THIS SOFTWARE(S) YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ACCEPT THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE(S) IN ANY MANNER WHATSOEVER.
I. GRANT OF LICENSE
1.1 When you download, install, copy, access or use the software from Stratumsoft Technologies Pvt. Ltd., a company incorporated under the [Indian] Companies Act, 1956 with its registered office address at, #402, A-Block, Ittina Anu, Whitefield Main Road, Hope Farm, Bangalore- 560 066, India (the "Licensor") you agree, and you shall be deemed to have agreed, to enter into this Software License Agreement (the "Agreement") with the Licensor.
1.2 Subject to this entire Agreement, the Licensor agrees to grant you, the user (the "Licensee") a non-exclusive and non-transferable license (the "License") to use the Licensed Software. For the purposes of this Agreement, “Licensed Software" means and includes the object code version of the computer software, the executable computer programs, any extracts from such software, derivative works of such software, and any related printed, electronic and online documentation and any other files that may accompany the software of the Licensor.
1.3 The grant of license under this Agreement is only a right to use the Licensed Software. The Licensee understands that the title and ownership of the Licensed Software shall remain at all times with the Licensor.
1.4 The Licensee also agrees to use the Licensed Software only for purposes of web services testing and development.
II. LICENSE FEE
2.1 A user may download, install and use the Licensed Software for a limited trial period of fifteen (15) days ("Trial Period") without the payment of license fees. Upon conclusion of the Trial Period, the user shall either purchase the Licensed Software or uninstall the trial copy of the Licensed Software. The Licensee agrees not to circumvent any limitations of the Licensed Software to extend the duration of the trial or use the Licensed Software upon conclusion of the Trial Period, without a valid and duly purchased License.
2.2 The purchase price for the Licensed Software shall constitute the license fee payable under this Agreement. The Licensor shall not be permitted to access and use the Licensed Software post the Trail Period unless such license fee has been duly paid to the Licensor.
III. OWNERSHIP AND TITLE
3.1 The Licensee agrees that the Licensed Software provided under this Agreement is the commercial computer software developed exclusively by the Licensor. The Software is in all respects the proprietary data of the Licensor.
3.2 The Licensee agrees that the title, copyright, intellectual property rights and distribution rights of the Licensed Software remain exclusively with the Licensor. The intellectual property rights of the Licensed Software include the look and feel of the Licensed Software. The Licensor retains all rights not expressly granted to the Licensee under this Agreement.
IV. SCOPE OF GRANT
4.1 The Licensed Software may be installed onto no more than one (1) computer. A single copy may be made for backup purposes only, provided that the Licensee’s backup copies are not installed or used other than for archival purposes.
4.2 The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee shall not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee shall not make available the Licensed Software for use by one or more third parties.
4.3 The Licensed Software shall not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies. No derivative works based on the Licensed Software shall be created.
4.4 The Licensed Software contains confidential information and the Licensee agrees not to disclose such information to any third party, other than the Licensor’s employees or authorized agents, without the Licensor’s prior consent.
4.5 The Licensee shall not remove, modify, adapt, merge or translate any proprietary notices or labels, if any, on the Licensed Software.
4.6 The Licensee shall ensure that anyone who uses the Licensed Software (accessed either locally or remotely) does so only for the Licensee’s authorized use. The Licensee shall be solely responsible for the use of the Licensed Software and shall ensure that such user shall comply with the terms of this Agreement.
4.7 The Licensee’s failure to comply with any of the terms of this Agreement shall be considered a material breach of this Agreement and the Agreement and license granted hereunder will terminate automatically. Upon termination, the Licensee must destroy all copies of the Licensed Software and any related documentation.
V. WARRANTY AND INDEMNITY
5.1 SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, LICENSOR MAKES NO WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, REGARDING THE LICENSED SOFTWARE, MEDIA, DOCUMENTATION, RESULTS OR ACCURACY OF THE LICENSED SOFTWARE AND HEREBY EXPRESSELY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND THE LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU. IF YOU HAVE RECEIVED ANY WARRANTIES REGARDING THE LICENSED SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON LICENSOR OR ITS THIRD PARTY SUPPLIERS.
5.2 LICENSEE SHALL DEFEND AT ITS OWN EXPENSE ANY CLAIM, SUIT OR PROCEEDINGS BROUGHT AGAINST LICENSEE OR LICENSOR, INSOFAR AS IT ARISES FROM LICENSEE'S USE OF THE LICENSED SOFTWARE AND SHALL INDEMNIFY AND HOLD LICENSOR HARMLESS FROM ALL CLAIMS, DAMAGES, COSTS AND EXPENSES INCURRED OR SUFFERED ARISING FROM LICENSEE'S USE OF THE LICENSED SOFTWARE. IN THIS ARTICLE, LICENSOR INCLUDES ITS OFFICERS, EMPLOYEES, AND AGENTS.
VI. SUPPORT AND MAINTENANCE
6.1 The Licensor is under no obligation to provide technical support, maintenance services, update services, notices of latent defects, or correction of defects for the Licensed Software. The Licensor shall use reasonable commercial efforts to attempt to correct or work around any potential defects or issues in the Licensed Software, but any enhancements, updates or fixes required to address them are at the discretion of the Licensor and the Licensor reserves the right to release such updates at their own schedule.
VII. LIMITATION OF LIABILITY
7.1 The Licensor’s entire liability to the Licensee for any losses or damages shall not exceed the License Fee paid under this Agreement.
7.2 In no event will the Licensor be liable for any indirect or consequential damages (including loss of profit).
VIII. THIRD PARTY LICENSE INFORMATION
8.1 The Licensed Software may contain third party software which have separate license terms. A list of all third-parties with their license terms are listed on the Licensor’s website. The Licensee agrees to review such terms and comply with them. The Licensee shall fully indemnify the Licensor for any action by a third party because of the Licensee’s breach of such third party’s terms.
IX. MISCELLANEOUS PROVISIONS
9.1 This Agreement will be governed by and construed in accordance with the substantive laws of the Republic of India. Courts in Bangalore alone will have exclusive jurisdiction over all disputes which may arise hereunder.
9.2 If any part of this Agreement is found void and unenforceable, such finding will not affect the validity and enforceability of the remaining terms in the Agreement.
9.3 This Agreement constitutes the entire agreement between the Licensor and Licensee relating to the Licensed Software, and supersedes any prior purchase order, communications, advertising or representations concerning the Licensed Software.
9.4 No change or modification of this Agreement will be valid unless such amendment is notified by the Licensor to the Licensee through a written communication.
9.5 Upon expiration or termination of this Agreement, or the license granted hereunder, Articles III, V, VII, VIII and IX shall survive.