PLEASE READ THIS AGREEMENT CAREFULLY.
BY CLICKING "I ACCEPT", COPYING, INSTALLING, OR USING ALL
OR ANY PORTION OF THIS SOFTWARE, YOU (HEREINAFTER “CUSTOMER”) ACCEPT ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON LICENSE
RESTRICTIONS IN SECTION 4, LIMITED WARRANTY IN SECTIONS 6 AND 7, AND LIMITATION OF LIABILITY
IN SECTION 8. CUSTOMER AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT
SIGNED BY CUSTOMER. THIS AGREEMENT IS ENFORCEABLE AGAINST CUSTOMER. IF CUSTOMER DOES NOT AGREE TO THE TERMS
OF THIS AGREEMENT OR DOES NOT POSSESS THE LEGAL
CAPACITY TO COMPLY WITH THIS AGREEMENT, CUSTOMER MAY NOT INSTALL OR USE THE SOFTWARE.
The Software is LICENSED, NOT SOLD, only in accordance
with the terms of this agreement.
The Software is licensed on the condition that any information such as personal
details and/or third party account information you submit at registration or update when necessary is and continues
to remain true, accurate, current and complete at all times. Company reserves the right but not the
obligation to withdraw the license at its sole discretion
if any such information is found to be false, inaccurate, incomplete or no longer valid.
The Software is licensed on the condition that the restrictions and requirements contained herein are
complied with at all times. Company reserves the right but not the obligation
to monitor the compliance to prevent violation of these restrictions and requirements.
- “Company” means IIC Technologies Limited, a business entity incorporated under the laws of India and includes its business brands, heirs, successors and assigns
- NaAVIC means the NaAVIC suite of products including stand-alone products, web/mobile based applications, web services and/or social media applications
- "Third party accounts" means any accounts maintained by, with or on behalf of non-contracting entities such as email/mobile providers, application distributor/aggregators or social media organizations
- “Compatible Computer” means a Computer with the recommended operating system and hardware configuration as stated in the Documentation.
- “Computer” means a virtual or physical device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions, including without limitation desktop computers, laptops, tablets, mobile devices, telecommunication devices, Internet-connected devices, and hardware products capable of operating a wide variety of productivity, entertainment, or other software applications.
- “Customer” means you and any legal entity that obtained the Software and/or on whose behalf it is used; for example, your employer.
- "Contract" means the applicable agreement, contract or purchase order under which NaAVIC has been supplied to the Customer
- “Permitted Number” means one (1) unless otherwise indicated
- “Software” means (a) all of the information with which this agreement is provided, including but not limited to: (i) all software files and other computer information; (ii) any logical models, data models, use cases, tables, convertors, translators, libraries, tools & utilities used by Company and embedded in Company software or made available by Company for use with Company software; (iii) any proprietary scripting logic embedded within exported file formats; (iv) sample and stock maps, photographs, images, sounds, clip art and other artistic works bundled with Company software or made available by Company for use with Company software (“Content Files”); and (v) related explanatory written materials, license copies, copyright notices and help files (collectively “Documentation”); (vii) media containing the above including license keys and
(b) any modified versions and copies of, and upgrades, updates, and additions to such information provided to Customer by Company at any time, to the extent not provided under separate terms (collectively “Updates”).
2. Software License:
- Grant of License: Subject to the terms of this Agreement,
Company grants the Customer a non-exclusive, non-transferable
and perpetual license. The Customer may install and use the Software
only on the Permitted Number of Compatible Computer.
- Backup: Except as expressly provided for under this agreement Customer may not copy the software product; except, however, during the term of this agreement Customer may keep or Company may provide one copy of the software product and, if applicable, one copy of any previous version for back-up purposes, only to be used in the event of and during a failure of the original. All copies of the software product must be marked with the proprietary notices provided on the original software product.
- Content Files: Unless stated otherwise in the “Read-Me” files, Documentation, or other license(s) associated with the Content Files, Customer may use, display, modify, reproduce and distribute any of the Content Files. However, Customer may not distribute the Content Files on a stand-alone basis (i.e., in the circumstances in which the Content Files constitute the primary value of the product being distributed), and Customer may not claim any trademark rights in the Content Files or derivative works thereof.
- Programming Languages: The Software may include portions of programming languages, databases and/or application systems ("bundled products"). Subject to the restrictions contained in this Section 2, Company grants to Customer a non-exclusive, non-transferable, royalty-free license to use the items in the bundled products only for the purpose designed to function with Company products. Except as expressly provided in this Section 2.4, no portions of the bundled products may be modified or distributed. Customer agrees to indemnify, hold harmless, and defend Company from and against any loss, damage, claims or lawsuits, including attorney’s fees that arise or result from such distribution. A full list of bundled products is available on request.
- Documentation Copies: Customer may make copies of the Documentation for its own internal use in connection with use of the Software in accordance with this agreement, but no more than the amount reasonably necessary.
3. Intellectual Property Ownership:
- The Software and any authorized copies that Customer makes are the intellectual property of and are
owned by Company. The structure, organization, and source code of the Software are valuable trade secrets
and confidential information of Company. The Software is protected by law, including but not limited to the
copyright laws of India and other countries, and by international treaty provisions. Except as expressly stated
herein, this agreement does not grant Customer any intellectual property rights in the Software.
All rights not expressly granted are reserved by Company.
4. Restrictions and Requirements:
- Proprietary Notices: Any permitted copy of the Software (including without limitation Documentation) that Customer makes must contain the same copyright and other proprietary notices that appear on or in the Software.
- Use Obligations: Customer agrees that it will not use the Software other than as permitted by this agreement and that it will not use the Software in a manner inconsistent with its design or Documentation.
- No Modifications: Except as expressly permitted in Section 2, Customer may not modify, port, adapt, or translate the Software.
- No unauthorized use: Customer will not use the Software for any purposes other than for the benefit of the individual or legal entity that obtained the Software and/or on whose behalf it is used.
- No commercial activities: Except as may be expressly permitted by Company at its sole discretion, Customer will not use or offer the Software on a commercial basis including without limitation unauthorized sales, purchases or advertising.
- No automated use: Customer will not use the Software through any automated, semi-automated or non-human means such as bot, script, spider, crawler or robot
- No Reverse Engineering: Customer will not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software or database. Any attempt to decipher, fraudulently obtain, intercept, circumvent, disable or otherwise tamper with sensitive information such as credentials, user identification or passwords pertaining to other users is STRICTLY FORBIDDEN.
- No Unbundling: The Software may include various applications and components, may support multiple platforms and languages, and may be provided to Customer on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to Customer as a single product to be used as a single product on Computers as permitted herein. Unless otherwise permitted in the Documentation, Customer may not unbundle the component parts of the Software for use on different Computers.
- No Transfer: CUSTOMER WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN, OR TRANSFER ITS RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY’S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN.
- If the Software is an Update to a prior version of Company software (the “Prior Version”), Customer’s use of this Update is conditional upon its retention of the Prior Version. Any obligations that Company may have to support Prior Versions during the License Term may end upon the availability of this Update. No other use of the Update is permitted. Additional Updates may be licensed to Customer by Company with additional or different terms.
6. Limited Warranty:
- Company warrants to the Customer or an entity that first acquires a license for the Software for use pursuant to the terms of this agreement that the Software will perform substantially in accordance with the corresponding user manual for the Software for a period of one year following the receipt of the Software (“Warranty Period”) when used on the Compatible Computer. Non-substantial variation of performance from the user manual does not establish any warranty rights whatsoever.
- Company provides no guarantee or warranty whatsoever on any specific performance (e.g. service/throughput levels) or fitness for any particular purpose.
- This limited warranty does not apply to the following, which are made available AS-IS and without warranty from Company: (i) patches; (ii) any third party tools, routines, data products etc. supplied by Company, (iii) any software or content (e.g. user reviews) made available by Company for free and (iv) any data products made available by Company (please see Data Source List).
- Data products listed in the Data Source List may be subject to different terms including copyright. Please contact the respective owners if you have any questions regarding such terms or require any further information about these data products.
- All warranty claims must be made, along with proof of purchase, to the Company Customer Support Department within such Warranty Period. The entire liability of Company related to such warranty claim and Customer’s sole and exclusive remedy under any warranty will be limited to either, at Company's option, support of the Software based on the warranty claim or replacement of the Software.
- THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY HAVE ADDITIONAL RIGHTS UNDER LAW WHICH MAY VARY BASED ON APPLICABLE LAW.
- THE LIMITED WARRANTY IN SECTION 6 AND ANY STATUTORY WARRANTY AND REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW ARE THE ONLY WARRANTIES AND EXCLUSIVE REMEDIES APPLICABLE TO THE SOFTWARE. OTHER THAN THOSE OFFERED AND STATUTORY WARRANTIES AND REMEDIES, COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
- OTHER THAN SUCH OFFERED AND STATUTORY WARRANTIES AND REMEDIES, THE SOFTWARE, ACCESS TO ANY WEBSITES AND COMPANY OR THIRD PARTY ONLINE SERVICES ARE PROVIDED AS-IS AND WITH ALL FAULTS. CUSTOMER MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER APPLICABLE LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED.
- The provisions of Sections 7 and 8 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this agreement.
8. Limitation of Liability:
- EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY COMPANY ABOVE AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, COMPANY WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE OR CLAIMS BY A THIRD PARTY, EVEN IF AN COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. IN ANY EVENT, COMPANY'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
- Nothing contained in this agreement limits Company's liability to Customer in the event of death or personal injury resulting from Company's negligence or for the tort of deceit (fraud).
- THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS.
9. Governing Law:
- This agreement is deemed to have been entered in Hyderabad, India and will be governed by and construed in accordance with the substantive laws in force in India.
10. General Provisions:
- If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement may only be modified in writing, signed by an authorized officer of Company. If this agreement is available or executed in more than one language, the English version will be used when interpreting or construing this agreement. This is the entire agreement between Company and Customer relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.
11. Compliance with Licenses:
- The Customer agrees that, in addition to any license compliance checking performed by the Software, Company or its authorized representative have the right, no more than once every twelve (12) months, upon seven (7) business days prior notice to Customer, to inspect Customer’s records, systems, and facilities to verify that its use of any and all Company software or service is in conformity with its valid licenses from Company. Additionally, Customer shall provide Company with all records and information requested by Company in order to verify that its use of any and all Company software is in conformity with its valid licenses from Company within thirty (30) days of Company's request.
- Please contact us at email@example.com if you have any questions regarding this agreement or require any further information.
- The name of the NaAVIC suite of products and all related titles and logos are either registered trademarks or trademarks of Company in India and/or other countries. All other trademarks are the property of their respective owners.