Software License Agreement
This AGREEMENT is made effective on the date of the purchase of the software between www.odoomart.com an e-commerce platform hosted and maintained by GetOpenERP, New Delhi, India. A company incorporated under the Indian Companies Act, 1956 (hereinafter referred to as “Licensor”), and the purchaser of the software/ product (hereinafter referred to as “Licensee”).
WHEREAS, Licensor is a web and mobile product based organization engaged in the business of developing and marketing software for enterprise level ERP (Enterprise Resource Planning) and e-commerce businesses. It is a globally recognized IT Service Company which has years of expertise in implementing ERP in various industry types. It has developed more than hundreds of apps in the past few years for open source platforms which are used and trusted globally. Licensee now wishes to obtain license, and Licensor wishes to grant a license, to allow use of the software so purchased in developing the ERP & e-commerce business ERP / E-commerce / Website / Mobile App of the Licensee, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
ODOOMART LICENSE TERMS
The following License Terms govern your use of the Licensed Materials unless you have a separate written agreement with ODOOMART, in which case, that written agreement will control and take precedence.
1. License Grant. ODOOMART grants you a non-exclusive license to use one copy of the Licensed Materials. With respect to the software portion of the Licensed Materials, “use” means to install, store, display, execute and use the software. The right and license to use and incorporate the software, in whole or in part, to develop its ERP / E-commerce / Website / Mobile App (including the integration of all or part of the Licensor’s software into Licensee’s own software) on one domain only, solely for the own personal or business use of the Licensee. However, the License does not authorize the Licensee to compile, copy or distribute the said Software or its Customized Apps.
2. License Restrictions. The Software is intended for the sole use of the Licensee in development of its own ERP / E-commerce / Website / Mobile App. Licensee does not have the right to hand over, sell, distribute, sub-license, rent, lease or lend any portion of the Software or Documentation, whether modified or unmodified, to anyone. Licensee should not place the Software on a server so that it becomes accessible via a public network such as the Internet for distribution purposes. In case the Licensee purchases the module and allow the third party development agency to customize as per its need, it is at liberty to do so subject to the condition that the Licensee as well as the Agency are not authorized to sell the modified version of the extension. Except for the required customization purposes, Licensee is not authorized to release the Source Code, Derivative Work source code and/or Documentation to any third party, which shall be considered as violation of the Agreement, which leads to termination and legal action.
3. Ownership.Software and Source Code. All right, title, copyright, and interest in the Software, Source Code, Software Modifications and Error corrections will be and remain the property of Licencor.
4. License Fee. Licensee shall pay to Licensor the amount as mentioned on the website from where the order is placed, as one-time, upfront fees in consideration for the licenses and rights granted hereunder (hereinafter referred to as the “License Fee”). The License Fee to be paid by Licensee shall be paid upfront at the time of placing the order, and no credit will be allowed under any circumstances. Once paid, the License Fees shall be non-refundable. No claim for refund of the Licence Fees shall be entertained under any circumstances.
5. Warranties & Terms . Licensor warrants that, at the time of purchase of the Software. the Software will function materially as set forth in the website or published functionality provided by Licensor to Licensees and potential Licensees describing the Software; and Software add-ons, if purchased by the Licensee from the Licensor, will not materially diminish the features or functions of or the specifications of the Software as they existed as of the execution of this Agreement. Licensor represents and warrants that it is the exclusive owner of all copyright/ intellectual property in the Software (including the Source Code) and has good and marketable title to the Software free and clear of all liens, claims and encumbrances of any nature whatsoever. Licensor’s grant of license and rights to Licensee hereunder does not, and will not infringe any third party’s property, intellectual property or personal rights.
6. Termination. ODOOMART may terminate your license upon notice for failure to comply with any of these License Terms. Upon termination, Licensee must immediately destroy the Licensed Materials, together with all copies, adaptations and merged portions in any form.
7. Disclaimers. THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. ODOOMART MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH YOUR QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY ODOOMART.
8. LIMITATION OF LIABILITY. IN NO EVENT WILL ODOOMART BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THESE LICENSE TERMS EVEN IF ODOOMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ODOOMART’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE LICENSE TERMS AND THE LICENSED MATERIALS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO ODOOMART HEREUNDER. YOU ACKNOWLEDGES THAT THE LICENSE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE LICENSE TERMS AND THAT ODOOMART WOULD NOT ENTER INTO THESE LICENSE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN ADDITION, ODOOMART DISCLAIMS ALL LIABILITY OF ANY KIND OF ODOOMART’S SUPPLIERS.
9. Proprietary Rights. The Licensed Materials and all worldwide intellectual property rights therein, are the exclusive property of ODOOMART. All rights in and to the Licensed Materials not expressly granted to you in these License Terms are reserved by ODOOMART. Nothing in these License Terms will be deemed to grant, by implication, by estoppel, or otherwise, a license under any of ODOOMART’s existing or future patents; ODOOMART agrees that it will not assert any of its rights under such patents against you based upon the exercise by you of the license granted in Section 1. You will not remove, alter, or obscure any proprietary notices (including copyright notices) of ODOOMART on the Licensed Materials.
10. Governing Law. These License Terms will be governed by the laws of the State of Delhi, INDIA.
11. Force Majeure. The Licensor will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond its reasonable control.
12. Miscellaneous. By purchasing the Software, the Licensee acknowledge that it has read this Agreement, and that it agrees to the content of the Agreement, its terms and agree to use the Software in compliance with this Agreement. The Licensor holds the sole copyright of the Software. The Software or any portion thereof is a copyrightable matter and is liable to be protected by the applicable laws. Copyright infringement in any manner can lead to prosecution according to the current law. The Licensor reserves the right to revoke the license of any user who is not holding any license or is holding an invalid license. This Agreement gives the right to use only one copy of the Software on one domain solely for the own personal or business use of the Licensee, subject to all the terms and conditions of this Agreement. A separate License has to be purchased for each new Software installation. Any distribution of the Software without the written consent of the Licensor (including non-commercial distribution) is regarded as violation of this Agreement, and will entail immediate termination of the Agreement and may invite liability, both civil and criminal, as per applicable laws.
13. Entire Agreement. These License Terms constitute the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. These License Terms may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by you to ODOOMART will have no effect.
14. Arbitration. If any dispute arises between the Licensor and the Licensee at any time, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the same shall be referred to a sole Arbitrator who shall be an independent and neutral third party appointed exclusively by the Licensor. The Licensee shall not object to the appointment of the Arbitrator so appointed by the Licensor. The place of arbitration shall be New Delhi, India. The Arbitration & Conciliation Act, 1996 as amended by The Arbitration & Conciliation (Amendment) Act, 2015, shall govern the arbitration proceedings. The arbitration proceedings shall be held in the English language.
This document is an electronic record in terms of Information Technology Act, 2000 and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.