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Exadatum xsuite - Terms and conditions
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Preamble: This Agreement, signed
on Apr 21, 2017 (hereinafter: Effective
Date) governs the relationship between Kohls, a
Business Entity, (hereinafter: Licensee)
and Exadatum Software Services Private Limited,
a duly registered company in whose
principal place of business is Unit No. 105,
World Trade Center, Kharadi, Pune
(hereinafter: Licensor). This Agreement sets the
terms, rights, restrictions and
obligations on using Exadatum xsuite
(hereinafter: The Software) created and owned by
Licensor, as detailed herein
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License Grant: Licensor hereby
grants Licensee a Personal,
Non-assignable & non-transferable, Pepetual,
Non-commercial, Without the rights to
create derivative works, Non-exclusive license,
all with accordance with the terms set
forth and other legal restrictions set forth in
3rd party software used while running
Software.
-
Limited: Licensee may
use Software for the purpose of:
- Running Software on Licensee’s
Website[s] and Server[s];
- Allowing 3rd Parties to run Software
on Licensee’s Website[s] and
Server[s];
- Publishing Software’s output to
Licensee and 3rd Parties;
- Distribute verbatim copies of
Software’s output (including
compiled
binaries);
- Modify Software to suit Licensee’s
needs and specifications.
- This license is granted perpetually, as long
as you do not materially breach it.
- Binary Restricted: Licensee may
sublicense Software as a part of a larger
work containing more than Software,
distributed solely in Object or Binary form
under a personal, non-sublicensable, limited
license. Such redistribution shall be
limited to unlimited codebases.
-
Non Assignable &
Non-Transferable: Licensee may
not assign
or transfer his rights and duties under
this license.
-
Non-Commercial: Licensee
may not use Software for commercial
purposes. for the purpose of this
license, commercial purposes means that
a 3rd
party has to pay in order to access
Software or that the Website that runs
Software is behind a paywall.
-
With Attribution
Requirements:
-
With support &
maintenance: Licensor shall
provide Licensee
support and maintenance as follows -
- Term & Termination: The Term of
this license shall be until terminated.
Licensor may terminate this Agreement, including
Licensee’s license in the case where
Licensee :
-
became insolvent or otherwise entered
into any liquidation process; or
-
exported The Software to any jurisdiction
where licensor may not enforce his
rights under this agreements in; or
-
Licensee was in breach of any of this
license's terms and conditions and such
breach was not cured, immediately upon
notification; or
-
Licensee in breach of any of the terms of
clause 2 to this license; or
-
Licensee otherwise entered into any
arrangement which caused Licensor to be
unable to enforce his rights under this
License.
- Payment: In consideration of the
License granted under clause 2, Licensee
shall pay Licensor a fee, via Credit-Card, PayPal or
any other mean which Licensor may deem
adequate. Failure to perform payment shall construe
as material breach of this Agreement.
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Upgrades, Updates and Fixes:
Licensor may provide Licensee, from time to
time, with Upgrades, Updates or Fixes, as
detailed herein and according to his sole
discretion. Licensee hereby warrants to keep The
Software up-to-date and install all
relevant updates and fixes, and may, at his sole
discretion, purchase upgrades,
according to the rates set by Licensor. Licensor
shall provide any update or Fix free of
charge; however, nothing in this Agreement shall
require Licensor to provide Updates or
Fixes.
-
Upgrades: for the
purpose of this license, an Upgrade
shall be a
material amendment in The Software,
which contains new features and or major
performance improvements and shall be
marked as a new version number. For
example, should Licensee purchase The
Software under version 1.X.X, an upgrade
shall commence under number 2.0.0.
-
Updates: for the
purpose of this license, an update shall
be a
minor amendment in The Software, which
may contain new features or minor
improvements and shall be marked as a
new sub-version number. For example,
should Licensee purchase The Software
under version 1.1.X, an upgrade shall
commence under number 1.2.0.
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Fix: for the purpose of
this license, a fix shall be a minor
amendment in The Software, intended to
remove bugs or alter minor features
which
impair the The Software's functionality.
A fix shall be marked as a new
sub-sub-version number. For example,
should Licensee purchase Software under
version 1.1.1, an upgrade shall commence
under number 1.1.2.
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Support: Software is provided
with limited support, as detailed in the
Software’s SLA detailed under the License Grant.
Licensor shall provide support via the
Binpress issue tracker and / or electronic mail
and on regular business days and hours.
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Bug Notification:
Licensee may provide Licensor of details
regarding any bug, defect or failure in
The Software promptly and with no delay
from such event; Licensee shall comply
with Licensor's request for information
regarding bugs, defects or failures and
furnish him with information,
screenshots and try to reproduce such
bugs, defects or failures.
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Feature Request:
Licensee may request additional features
in
Software, provided, however, that (i)
Licensee shall waive any claim or right
in
such feature should feature be developed
by Licensor; (ii) Licensee shall be
prohibited from developing the feature,
or disclose such feature request, or
feature, to any 3rd party directly
competing with Licensor or any 3rd party
which may be, following the development
of such feature, in direct competition
with Licensor; (iii) Licensee warrants
that feature does not infringe any 3rd
party patent, trademark, trade-secret or
any other intellectual property right;
and (iv) Licensee developed, envisioned
or created the feature solely by
himself.
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Liability: To the extent
permitted under Law, The Software is
provided under an AS-IS basis. Licensor shall
never, and without any limit, be liable
for any damage, cost, expense or any other
payment incurred by Licensee as a result of
Software’s actions, failure, bugs and/or any
other interaction between The Software
and Licensee’s end-equipment, computers,
other software or any 3rd party,
end-equipment, computer or services. Moreover,
Licensor shall never be liable for
any defect in source code written by Licensee
when relying on The Software or using The
Software’s source code.
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Warranty:
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Intellectual Property: Licensor
hereby warrants that The
Software does not violate or infringe
any 3rd party claims in regards to
intellectual property, patents and/or
trademarks and that to the best of its
knowledge no legal action has been taken
against it for any infringement or
violation of any 3rd party intellectual
property rights.
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No-Warranty: The
Software is provided without any
warranty;
Licensor hereby disclaims any warranty
that The Software shall be error free,
without defects or code which may cause
damage to Licensee’s computers or to
Licensee, and that Software shall be
functional. Licensee shall be solely
liable
to any damage, defect or loss incurred
as a result of operating software and
undertake the risks contained in running
The Software on License’s Server[s] and
Website[s].
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Prior Inspection:
Licensee hereby states that he inspected
The
Software thoroughly and found it
satisfactory and adequate to his needs,
that it
does not interfere with his regular
operation and that it does meet the
standards and scope of his computer
systems and architecture. Licensee found
that The Software interacts with his
development, website and server
environment
and that it does not infringe any of End
User License Agreement of any software
Licensee may use in performing his
services. Licensee hereby waives any
claims
regarding The Software's
incompatibility, performance, results
and features, and
warrants that he inspected the The
Software.
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No Refunds: Licensee warrants
that he inspected The Software according
to clause 7(c) and that it is adequate to his
needs. Accordingly, as The Software is
intangible goods, Licensee shall not be, ever,
entitled to any refund, rebate,
compensation or restitution for any reason
whatsoever, even if The Software contains
material flaws.
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Indemnification: Licensee hereby
warrants to hold Licensor harmless and
indemnify Licensor for any lawsuit brought
against it in regards to Licensee’s use of
The Software in means that violate, breach or
otherwise circumvent this license,
Licensor's intellectual property rights or
Licensor's title in The Software. Licensor
shall promptly notify Licensee in case of such
legal action and request Licensee’s
consent prior to any settlement in relation to
such lawsuit or claim.
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Governing Law, Jurisdiction: Licensee
hereby agrees not to initiate
class-action lawsuits against Licensor in
relation to this license and to compensate
Licensor for any legal fees, cost or attorney
fees should any claim brought by Licensee
against Licensor be denied, in part or in full.