This is a legal agreement between you (the Licensee) and AadhunikLabs (the Licensor). If you are obtaining a license on behalf of an organization, you confirm that you have the authority to bind the organization and that the organization will be bound by these terms, and the term "you" shall then refer to you and your organization. By installing, copying or otherwise using the software, you agree to be bound by the terms of this agreement. if you do not agree to the terms of this agreement, you shall not install or use the software; you shall however return it to the place of purchase for a full refund within ten (10) days of the purchase date after which the software license is no
Licensed Materials
Licensed Materials means, as applicable, all Licensor reference designs, application notes, documentation, software, application program interfaces, and any related characterization, qualification or test data and information, that are provided by the Licensor to Licensee pursuant to this Agreement.
Software License
This Software is protected by copyright laws. This software is licensed, not sold. For purposes of this agreement, "Software" refers to the computer software and associated media, printed materials, and "online" or electronic documentation, including without limitation any and all executable files, add-ons, filters, tutorials, help files and other files that accompany the Licensor software, together with accompanying documentation, and software patches and software downloads obtained from the Licensor. Web site or technical support personnel; "Install" means to copy the Software to a hard disk drive or similar storage device; "Use" means loading the Software into computer memory or running it on a central processing unit. “License Key” means physical or electronic key provided to the Licensee that authorizes the Licensed Materials, including version number and quantity that is licensed to a Licensee.
1. Grant of License
Software: Conditioned upon your payment of the applicable license fee and your agreement to the terms of this agreement, Licensor grants you a non-exclusive license to use the software and documentation subject to the restrictions and terms set forth in this agreement. In such event, you shall be referred to as Licensee. Software may require a license key issued from the Licensor for activation.
Free and Evaluation Licenses: If Licensee installs the free and evaluation licenses, Licensor allows you to use the accompanying software free of charge for the sole purpose of evaluating the software. You may install this software on as many machines as you wish. You may freely distribute this product (in its entirety) to others for the sole purpose of evaluation and personal use, again, provided it is under the terms and conditions of this agreement. The right to use this license software for any other purposes, including commercial purposes, without prior permission is expressly prohibited. This license does not grant you any right to any support, bug fix, enhancement or update.
Student and Educational Licenses: If the Software is licensed under Student license or Educational license, only qualified individuals may use the software. The Student license and Educational licenses are restricted to use by individual, teaching faculty and staff, and research staff wholly for academic purposes, including classroom instruction, publication and presentation at public conferences and other meetings and where the output is not intended to be commercialized or otherwise used for commercial gain.
2. License Duration
Non-Perpetual Licenses: Each non-perpetual license will expire in given license period set forth in the customer agreement after date of purchase. Upon expiration, Licensee may purchase a new license by remitting the then-current license fee and agreeing to the then-current terms. Licensee understands that the software will stop operating unless Licensee pays the license fee and is provided new license key. Licensee understands and agrees that the software maintenance service for each non-perpetual license will terminate automatically upon expiration of the license period.
Perpetual Licenses: Licensee shall have the right to use the software indefinitely, subject to the termination provisions in this agreement. Licensee understands and agrees that the software maintenance service for each perpetual license will terminate automatically one year after date of purchase. Thereafter, the software maintenance service may be renewed at the then-current price, and for the then-applicable term, as long as the Licensor offers such software maintenance service for such software version.
3. Termination
Licensor may terminate the license granted herein by written notice to Licensee if Licensee breaches any licensed material of this license, including failure to pay any license fee when due, and if Licensee has not cured such breach within thirty (30) days of written notification, Licensor may immediately terminate the license granted herein should Licensee breach the terms and conditions in this agreement. Licensee may terminate this license at any time, for any reason. Licensee shall not be entitled to any refund if this license is terminated. Upon termination, Licensee shall promptly return all but archival copies of the software in Licensee's possession or control and promptly provide written certification of their destruction, and cease use of the software.
4. License Restrictions
The only right granted to Licensee is the right to use the software and accompanying documentation in accordance with this agreement. All rights not expressly granted in this agreement are specifically reserved by the Licensor. Neither Licensee nor any unlicensed user shall receive or acquire any right, title, or interest to the software, or to any applicable patents, trademarks, copyrights or trade-secrets. Neither Licensee nor any unlicensed user may remove or alter any proprietary notices, labels, or trademarks on the software including accompanying documentation. Neither Licensee nor any unlicensed user may modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, or otherwise derive source code from, the software or accompanying documentation, or use it as a basis for the preparation of other software programs or derivative works, or use it in any manner that infringes the intellectual property or other rights of the Licensor, except as permitted herein or under applicable law. The software and accompanying documentation may not be transmitted electronically, including over the internet, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for use by any other person or entity not licensed herein, used by third parties in a service bureau or otherwise transferred, transmitted or used without authorization under this agreement.
5. Description of Other Rights and Limitations
Software Maintenance Service: Licensor provides software maintenance service for the software for one year from the date of purchase. Additional software maintenance service may be purchased upon standard terms and pricing. In the absence of a separate agreement governing software maintenance service, software maintenance service is governed by the Licensor policies and programs described in "online" or electronic documentation, and/or in other Licensor-provided materials. Any supplemental software code provided as part of software maintenance service shall be considered part of the software and subject to the terms and conditions of this agreement. With respect to any technical information provided to the Licensor as part of software maintenance service, Licensor may use such information for its business purposes, including product support and development. Licensor will not disclose such information to any third party. Software Maintenance Service shall include: (1) delivery of subsequent releases of the software within the software maintenance service period; (2) reasonable efforts to both (a) provide, within reasonable time, workarounds for any material programming errors in the current release of the software that is directly attributable to the Licensor, and (b) correct such errors in the next available release, provided Licensee provides the Licensor with sufficient information to identify the problems, and; (3) technical support by telephone, fax, or electronic mail regarding the installation and/or use of the licensed software.
Termination: Unauthorized copying or duplication of the software results in automatic termination of this agreement. Without prejudice to any other rights, Licensor may terminate this agreement if Licensee fails to comply with the terms and conditions of this agreement. In such event, Licensee must destroy all copies of the software and all of its component parts.
Transfer: This Agreement is assignable by the Licensor to any successor which acquires all or substantially all of the assets or businesses of the Licensor or to an acquirer, whether by sale, merger, recapitalization or other business combination, of all or substantially all of the assets or businesses of the Licensor without Licensee's consent, provided that any such successor or assignee shall be bound by the terms of this agreement. Neither Licensee nor any unlicensed user may rent, lease, sublicense, or lend the software or documentation. Any attempted transfer in violation of this section shall be void. Licensee may, however, transfer all rights to use the software to another person or legal entity provided that the recipient agrees to all the terms and conditions of this agreement and provided that Licensee retains no copies, including copies stored on any computer. If the software is an upgrade product, any transfer must include the latest release, all prior versions, and any prior products used to obtain the software.
6. Reports and Audit Rights
Licensee shall institute reasonable measures to ensure compliance with the terms and conditions of this agreement. Upon Licensor's reasonable request, Licensee agrees to provide reports relating to the Licensee's use of the software as necessary to demonstrate compliance with the terms and conditions of this agreement. Licensor has the right, upon reasonable prior notice, to audit the records and inspect the facilities of Licensee and any unlicensed user to verify compliance with the terms and conditions of this agreement.
7. Copyright Laws
You are hereby notified that the software product is protected by Indian Copyright Law and you may be held responsible by the Licensor for any infringement of such rights or violations of this agreement.
8. Export Restrictions
No one may export or re-export the software or any underlying information or technology except in full compliance with all applicable laws and regulations. By using the software, Licensee and any unlicensed user specifically agree to the foregoing and represent and warrant that they are not located in, are not under the control of, are not a national or resident of, any such country and are not on any such list.
9. Software Updates
Timing of software updates shall be solely within the discretion of the Licensor.
10. Dual-Media Software
Licensee may receive the software in more than one medium. Regardless of the type or size of medium Licensee receives; Licensee may use only one medium that is appropriate for Licensee's computer or network.
11. Disclaimer of Warranties
The licensed materials are provided “as is” without warranty or representation of any kind, and the Licensor disclaims all warranties and representations, whether express, implied or statutory, including without limitation, any implied warranty of non-infringement of third party rights, merchantability or fitness for a particular purpose. Licensor does not warrant that the provided licensed materials will meet Licensee’s requirements, that the licensed materials will operate properly, Licensor confidential whether alone or in combination with other software or protocols, or that the operation of the licensed materials will be uninterrupted or error-free, or that all errors or defects in the licensed materials are capable of being corrected. Licensor makes no warranty or representation that the licensed materials are completed, tested, verified, or will work on their own without revisions. Licensee is solely responsible for the outcome of its design and the entire risk of satisfactory quality, performance, accuracy and effort is with Licensee. Licensor specifically disclaims any obligations for technical support and bug fixes, as well as any liability arising from Licensee’s use of the licensed materials.
Licensee acknowledges that use of the licensed materials in combination with other software or protocols may require licenses from third parties and Licensee accepts sole responsibility for obtaining such licenses.
12. Limitation of Liability
Licensor’s aggregate liability, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with the licensed materials and any service supplied from time to time shall not exceed 10% of license fee you paid for the software. Your sole remedy shall be to require Licensor to refund to you 10% amount of the license fee upon the return of the licensed materials to the Licensor. In no event shall the Licensor be liable for death, personal injury, direct, special, indirect, incidental, punitive or consequential damages (including, without limitation, damages resulting from loss of use, loss of data, loss of profits, loss of goodwill or loss of business) arising out of or in connection with the use of or inability to use the licensed materials furnished hereunder and any service supplied from time to time, even if the Licensor have been advised of the possibility of such damages.
13. Confidentiality
The Software contains proprietary trade secrets of the Licensor, and Licensee and any unlicensed User agrees to maintain the confidentiality of the Software using at least as great a degree of care as they use to maintain the confidentiality of their own most confidential information. Licensee agrees to reasonably communicate the terms and conditions of this Agreement to those persons employed by Licensee who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to Use any portion of the Software for the purpose of deriving the source code of the Software or defeating any license dongle.
14. Entire Agreement; Interpretation
This Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this Agreement. No supplement, modification, or waiver of this Agreement shall be effective unless it is provided or approved by the Licensor in writing. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a Court of competent jurisdiction, the remainder shall be interpreted so as to reasonably effect the intention of the parties.