Commercial Product License Agreement
Please read this agreement carefully.
This Commercial Product License Agreement (“Agreement”) constitutes a binding legal agreement between you ("You"/"Licensee") and Modular Infotech Private Limited (“Licensor”), and establishes the terms and conditions by which you are permitted to install and use the Software Application (Licensed Product) and any related items of Modular Property. By downloading, installing and/or using the Software Application, you confirm that you have read, understand and agree to be bound by the terms of this agreement. If you are entering into this agreement on behalf of your employer, or your client (and you have the legal authority to sign contracts on their behalf), then “you” refers to that entity. If not, then this agreement binds you personally. This agreement does not create third party beneficiary rights for any parties. If you do not agree to the terms of this agreement, do not install the Licensed Software.
To enter into this Agreement, you must be (i) eighteen (18) years of age or older, and (ii) be able to form binding contracts under the laws applicable to you. By completing your purchase and installing the APP, you are representing and warranting that both (i) and (ii) above are correct.
WHEREAS, Licensor grant Licensee a non-exclusive, non-transferable, revocable license to use Licensed Font under the following terms and conditions:
1.1 1.1"Licensed Product" means fonts/vector images/bitmap images and those computer programs and related data licensed pursuant to this Agreement, the name(s) of which are listed in the Order Document(s).
1.2 1.2 "Order Document(s)" means the document(s) created by Licensor when Licensee enter into this Agreement, or adds additional products and services offered by Licensor under the same terms, which feature contact details and payment information, products and services ordered, applicable fees, and any other relevant information. Order Document(s) may include invoices, receipts, statements and other documents, as applicable. More than one Order Document may be appended to this Agreement.
1.3 "Commercial Purpose" means and include use of licensed Product for commercial websites, web applications, mobile applications, web/print advertisements, brochures, leaflets, banners, posters, book, and all other kinds of commercial print/web material, eBooks, photography or video copies etc. and does not mean and include the commercial distribution of Product, design of the Licensed Product(s) or artwork embodied therein or any component thereof for any commercial use or sale.
- Grant of License:
2.1 Use and Installation. Licensor hereby grants Licensee a non-exclusive, non-transferable, non-assignable, non-sub licensable, limited license to install and use Licensed Product only for the commercial purpose as mentioned in order documents.
2.2 Embedding of Product. Embedding of Licensed Product in documents/devices/apps, is permitted as long as i.) Licensed Product is subset, ii.) the document/device/apps, is distributed in a secure format that permits only the viewing, printing and presentation but not the editing of the text and iii) reasonable measures are taken to ensure recipients of such documents cannot extract or use the embedded Products.
2.3 Backup Copies. Licensee may make up to one of backup copy of the Licensed Product for archival purposes only, provided that Licensee retains exclusive custody and control over such copies. Copies must contain the same copyright, trademark, and other proprietary information as the original.
2.4 Rights Reserved. Licensee expressly acknowledges that the Licensed Product, the designs embodied therein, copyrights associated therewith are each the exclusive property of Licensor. All rights not expressly granted under this License are reserved to Licensor.
Licensee agrees and understands that the Licensed Product or the design of the Products embodied therein are owned by Licensor and the Licensed Product’s structure, organization and code are the valuable trade secrets of Licensor.
Licensee shall not:
a. distribute, disassemble, decompile or reverse engineer the Licensed Product or permit or encourage any third party, including its subsidiaries and affiliates, to do so or permit any third party to access the Licensed Product, except as expressly provided in this Agreement.
b. provide the Licensed Product to anyone other than Licensee,
c. sell, resell, rent or lease the Licensed Product;
d. modify, adapt, translate, decompile, disassemble, alter, or attempt to discover the source code of the Licensed Product.
e. use the Licensed Product for any illegal Use.
f. copy the Licensed Product or allow third parties to copy the Licensed Product.
- Payment and Taxes:
In contemplation for the rights granted to Licensee hereunder, Licensor shall be paid the fees or amounts in accordance with the applicable Order Document(s) for the Licensed Product. Licensee shall pay the fees or amounts to the Licensor on the date Licensee enter into this Agreement as may be agreed in the Order Document.
- Updates and Upgrades:
Licensor shall not be obligated to provide updates or upgrades with respect Licensed Product under any circumstances. Updates or upgrades of Licensed Product may be licensed with additional or different terms and fees.
The Licensed Product, and all copies thereof, is protected under the laws of India. The Licensed Product is licensed and not sold. Licensor shall retain sole and exclusive ownership of the Licensed Product, including world-wide rights of all intellectual property rights therein. Licensor’s right also extends to any modifications, customizations, enhancements, alterations made to Licensed Product. Licensee shall be refrained from using the Company name or style of Licensor. Licensee’s rights are limited to this Agreement.
- Disclaimer of Warranties:
THE LICENSED PRODUCT IS PROVIDED ON “AS IS” BASIS. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO LICENSEE OR TO ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE LICENSED PRODUCT LICENSED HEREUNDER, AND LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED PRODUCT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCT WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER.
Further, Licensee understands and agrees that downloads and/or uses the Licensed Product at Licensee’s own discretion and risk and that Licensee will be solely responsible for any damages to any computer or loss of data that results from the download or use of the Licensed Product.
Licensee shall indemnify, hold harmless and defend Licensor against any costs, damages, claims, expenses (including attorney’s fees and courts costs) arising out of or in connection with any claim relating to i) use of the Licensed Product other than as permitted under this Agreement, or ii) negligence or misconduct by Licensee; including but not limited to breach of intellectual property rights of Licensor provided that, Licensor promptly notifies Licensee in writing no later than sixty (60) days after Licensor’s receipt of notice of any potential claim.
- Limitation of Liability:
IN NO EVENT WILL THE LICENSOR BE LIABLE TO LICENSEE OR A THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INSTALLATION OF THE LICENSED PRODUCT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSEE OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.IN ANY EVENT, LICENSOR’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR UNDER ANY OTHER FORM OR LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM LICENSOR’S NEGLIGENCE, SHALL NOT BE IN EXCESS OF THE ACTUAL AMOUNT OF FEES PAID BY LICENSEE TO LICENSOR HEREUNDER. THE FOREGOING LIABILITY CAP SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE LICENSOR FOR BREACH ANY OF TERMS AND CONDITIONS OF THIS AGREEMENT.
- General provisions:
Licensee agree to inform all users who have legitimate access to the Licensed Product about the content of this Agreement and to make sure that they comply with the terms of this Agreement.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision hereof.
- Export Control:
Licensee may not use or otherwise export or re-export the Licensed Product except as authorized by United States law and the laws of the jurisdiction(s) in which the Licensed Product was obtained. In particular, but without limitation, the Licensed Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By its use of the Licensed Product, Licensee represent and warrant that Licensee is not located in any such country or on any such list. Licensee also agree that Licensee will not use the Licensed Product for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
This Agreement shall remain in effect for a period specified in Oder Document. Licensor may terminate this Agreement:
a. if Licensee breach any of the terms of this Agreement, and such breach is not remedied within fifteen (15) days following written notice thereof to Licensee; or
b. makes Illegal Use of the Licensed Product;
c. The aforesaid termination events in shall not make Licensee entitled for a refund of any payment made to the Licensor,
Consequences of Termination: In the event this Agreement is terminated, Licensee must (i) immediately cease all use of the Licensed Product, (ii) promptly return to Licensor or destroy all copies of the Licensed Product and the Documentation in possession or control, (iii) and uninstall the Licensed Product from all system, (iv) Order Document stands terminated.
- Governing Law:
This Agreement and all rights and obligations under this Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of India. The courts of Pune shall have exclusive jurisdiction over the matters.