MOFLUID License Agreement
MOFLUID License Agreement
THIS AGREEMENT is entered on the date of purchase of Mofluid License between Appifycart INC (Mofluid is a product on Appifycart) and the Licensee (Buyer).
By Agreeing to the Terms and Conditions of Mofluid License purchase, the buyer agrees to the following:
1. GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, Appifycart grants to Licensee a non-exclusive, non-transferable license to use the software identified in Exhibit A (the “Licensed Programs”) for the purpose of Buyer. Licensee may use the Licensed Programs in executable format for its own use, and may translate or modify the licensed programs or incorporate them into other software. Licensee may not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified.
2. CONSIDERATION TO Appifycart
a. Licensee shall pay the license fees set forth in Exhibit A attached hereto for purchase of license..
b. License fees do not include any shipping, duties, bank fees, sales, use, excise or similar taxes due.
Licensee may make copies of the Licensed Program in executable code form as necessary for use by Licensee and for backup or archive purposes. Licensee agrees to maintain records of the location and use of each copy, in whole or in part, of the Licensed Programs. Each Licensed Program is copyrighted but unpublished by Appifycart. Licensee agrees to reproduce and apply the copyright notice and proprietary notice of Appifycart to all copies made hereunder, in whole or in part and in any form, of Licensed Programs. – 2 –
The original and any copies of the Licensed Programs, made by Licensee, including translations, compilations, partial copies, modifications, and updates can only be utilized for single domain use as defined in Exhibit A.
5. PROPRIETARY RIGHTS
Licensee recognizes that Appifycart regards the Licensed Programs as its proprietary information and as confidential trade secrets of great value. Licensee agrees not to provide or to otherwise make available in any form the Licensed Programs, or any portion thereof, to any person other than employees of Licensee without the prior written consent of Appifycart. Licensee further agrees to treat the Licensed Programs with at least the same degree of care with which Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Programs.
The license granted hereunder shall continue unless and until terminated pursuant to Section 7 hereof and subject to Licensee’s proper performance of its obligations hereunder.
Appifycart may terminate this Agreement if Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days after written notice thereof from Appifycart.
8. TERMINATION CERTIFICATE
In the event of termination, Licensee will immediately discontinue use of the Licensed Programs. Within one (1) month after termination of this Agreement, Licensee will furnish to Appifycart a certificate which certifies with respect to each of the Licensed Programs that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of each of the Licensed Programs have been destroyed. The provisions of Sections 4, 5, 8, 11, and 13 hereof shall survive any termination of this Agreement.
9. MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with respect to the Software:
(i) If during the 1st month of this Agreement, Licensee notifies Licensor of a substantial program error respecting the Software, or Licensor has reason to believe that error exists in the Software and so notifies Licensee, Licensor shall at its expense verify and attempt to correct such error.
(ii) In the case that Licensee has technical questions in the use of the Software during the 1st month of this Agreement, Licensee may submit those questions to Licensor.
10. DELIVERY OF LICENSED PROGRAMS
Appifycart shall use its best efforts to deliver the Licensed Programs promptly after receipt of the purchase order.
11. WARRANTY DISCLAIMER
Appifycart licenses, and Licensee accepts, the licensed programs “AS IS.” Appifycart PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.
12. COPYRIGHT INDEMNITY
a) The Parties agree to indemnify each other against any claims, costs, charges, damages, losses and legal charges, of any nature whatsoever, in connection with this Agreement or for breach of any of their respective warranties, representations and obligations in pursuance hereof. This clause shall survive termination / expiry of this Agreement.
b) This indemnity is conditioned upon the indemnified Party (i) giving indemnifying Party prompt notice in writing of such claim (ii) giving indemnifying Party sole control, through counsel of its choice, to defend and/ or settle such claim and (iii) giving indemnifying Party all the needed information, assistance and authority, at indemnifying Party’s expenses to indemnifying Party to defend or settle such claim.
c) In no event shall either Party be liable to the other Party for any special, indirect, consequential, or punitive damages of any nature, such as, but not limited to, loss of revenue or anticipated profits, lost profits, or loss of data or use, even if such Party shall have been advised of the possibility of such damages. The foregoing shall apply regardless of whether such liability arises in contract, negligence, tort, strict liability or any other theory of liability. This clause shall survive termination / expiry of this Agreement.
13. LIMITATION OF LIABILITY
In no circumstances shall Company be liable for any indirect, special, consequential loss or damage or loss of revenue, profits, contracts, goodwill, corruption or destruction of data resulting from any Products or Services supplied, or work undertaken on the Customer’s behalf, or delay in the supply or delivery of such Products, Services or work. It is specifically declared to be the Customer’s responsibility to ensure that it has and maintains adequate back-up copies of any documents or data furnished hereunder.
All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth on the front page. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box.
This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.
In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.
17. GOVERNING LAW/FORUM
Arbitration and the proceedings shall be held in accordance with the Indian Arbitration and Conciliation Act, 1996, as amended from time to time or any succeeding act or legislation thereto. The arbitrator’s award shall be substantiated in writing in English language. The arbitrator’s award shall be final and binding and the award shall be enforceable in New Delhi court of law. The arbitration shall be conducted by a single arbitrator jointly selected by the Parties. Each Party will pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such Party’s case (collectively, “Attorneys’ Fees”). New Delhi court alone will have jurisdiction to entertain and try the disputes between the parties.
This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of Appifycart.
19. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters. This Agreement shall take precedence over any additional or conflicting terms which may be contained in Licensee’s purchase order or Appifycart’s order acknowledgment forms.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.
The headings of this Agreement are for convenience only and shall have no effect on the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at New Delhi, INDIA on the date indicated above.
By checking the Terms and Conditions Checkbox on the payment page of Mofluid, the Licensee (Buyer) agrees to the Terms and Conditions of Mofluid License purchase laid out above.