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LICENSE AGREEMENT

By using, copying, transmitting, distributing or installing this R Connect


software
("Software"), you agree to all of the terms of this agreement ("Agreement").
Hence,
you are requested to read the License terms provided below. If you do not agree to

any of the terms of this License, then do not use, copy, transmit, distribute, or
install
the Software.

I. LICENSE AND OWNERSHIP

1. Subject to the terms below and upon delivery to you of the media on which the
Software resides, you are hereby granted a nonexclusive, non-transferable license
by Reliance Infocomm Ltd., a company incorporated under the (Indian) Companies
Act, 1956 with its registered office at Avdesh House, 3rd Floor, Pritam Nagar, 1st

Slope, Ellisbridge, Ahmedabad - 380 006 ("Reliance", which expression includes its

successors and permitted assigns), to use one copy of the Software in India and
strictly in object code form, on one (1) computer or workstation, for accessing
Reliance's and/or its affiliates' internet services.

2. You hereby agree that, notwithstanding anything stated to the contrary in this
Agreement, title to and exclusive ownership of the Software shall remain with
Reliance.

3. Title to and exclusive ownership of the media on which the Software is


delivered
to you, shall remain with Reliance.

4. You hereby agree not to (i) translate, reverse engineer, modify, decompile,
disassemble or employ any other methods to derive the source code of the
Software; (ii) create derivative works from or copies of the Software; (iii) (a)
use
the Software for any purpose than those described above, and (iv) use it on more
than one (1) computer or workstation.

5. Further, you hereby agree not to use the Software for (ii) commercial time-
sharing; (iii) rental, lease, or sub-licensing to third parties; and (iv) service-
bureau
purposes.

6. You acknowledge and agree that the Software is the property of and contains
trade
secrets of Reliance and that you will keep in confidence and protect the Software
from disclosure to third parties and restrict its use as provided in this
Agreement.
You acknowledge that unauthorized disclosure may cause substantial economic
loss to Reliance. Reliance reserves all rights granted to it under the copyright,
patent, and other intellectual property laws of India and all other statutory and
common laws. All right, title, interest, and all copyrights to the Software and
any
copy made by you remain with Reliance. This Agreement does not transfer title to
you of the intellectual property contained in the Software. Unauthorized copying
of the Software or failure to comply with the above restrictions will result in
automatic termination of this License and will make available to Reliance other
legal remedies.

II. FINANCIALS

This Software is being licensed to you by Reliance in consideration of your having

paid/agreed to pay subscription charges for the internet services being provided
by
Reliance and/or its affiliates in accordance with the services agreement executed
between you on one part and Reliance and/or its affiliate(s) on the other part
("Services Agreement").

III. WARRANTY

To the maximum extent permitted by law, the Software is licensed to you on an "AS
IS" basis and therefore, Reliance hereby disclaims all warranties and
representations,
whether express, implied or statutory, with respect to the Software including
without
limitation, the implied warranties of merchantability, absence of hidden
imperfections, fitness for a particular purpose (even if Reliance has been
informed of
such purpose), the non-infringement of third party rights, uninterrupted or error
free
operation of the Software, or warranties arising from a course of dealing, usage
or
trade practice.

IV. TERM

1. The license granted hereunder with respect to the Software shall be valid for
the
term of the Services Agreement and shall be deemed terminated upon expiry /
termination of the Services Agreement by whomsoever for any reason
whatsoever.

2. Further, Reliance may forthwith terminate the license granted hereunder in the
event of breach by you of any of the terms hereof.

3. Upon termination of this Agreement for any reason whatsoever, you hereby agree
to immediately uninstall the Software from the computer / workstation on which
the same is installed and further, stop all usage thereof. Furthermore, if so
required
by Reliance, you shall promptly deliver a certification to Reliance acknowledging
the said un-installation of the Software and cessation of use thereof.

V. LIMITATION OF LIABILITY

You hereby agree and accept that the Software forms a substantial asset base of
the
Reliance and as such, any use thereof in breach of this Agreement shall have an
immediate, direct and magnified negative effect on the viability of Reliance's
business.

In no event shall Reliance or its affiliates or any of their respective officers,


directors,
agents, representatives or employees be liable for indirect, incidental, special,
punitive, consequential or other similar damages (even if a party has been advised
of
the possibility of such loss). Further, Reliance and its affiliates' entire
liability and
your exclusive remedy for damages from any direct cause whatsoever, regardless of
whether in tort, under law or under the contract, will not exceed, in the
aggregate, the
service charges paid by you under the Services Agreement during the immediately
preceding twelve (12) month period from the date of the claim.

VI. MISCELLANEOUS

1. Confidentiality - The Parties shall keep and continue to keep confidential,


during the subsistence of this Agreement and for one (1) year after termination
hereof, any information (including Software), whether provided in writing or
orally, under or pursuant to this Agreement.

2. Acknowledgement and Entirety of contract - You acknowledge that you


have read this Agreement, understand it and agree to be bound by its terms
and conditions. This Agreement constitutes the entire contract between the
Parties with respect to the licensing of Software to You and supersedes all
agreements and proposals, oral or written, all previous negotiations, and all
other communications between the Parties with respect to the subject matter
hereof.

3. Amendment - No modifications, alterations, amendment or waivers of any


provisions herein contained shall be binding on the Parties hereto unless
evidenced in writing signed by duly authorized representatives of both Parties.

4. Audit - The Parties hereto agree that Reliance shall, at all times during the
subsistence hereof and for a period of three years from the date of
termination/expiration hereof, have a right to audit, verify and examine any
records, sites, offices and / or practices of yours in relation to your use of the

Software.

5. Jurisdiction - This Agreement shall be construed according to Laws of India


as administered by the courts in Mumbai and the parties hereto undertake to
submit exclusively to the jurisdiction of the courts in Mumbai in respect of
any matter relating to or arising out of this Agreement.

6. Assignment - This Agreement and any licenses granted hereunder shall not be
transferred, assigned or sublicensed by you to any third party, without
Reliance's express prior written consent. Reliance may assign this Agreement
to any other party or participate in a merger or consolidation or permit itself to

be bought over by any other party without your prior written approval.

7. Counterparts - This Agreement may be executed by one or more of the


Parties on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.

8. Survival - Any provisions of this Agreement which, either expressly or by


implication, survive the termination or expiration of this Agreement, shall be
complied with by the Parties in the same manner as if the present Agreement
is valid and in force.

9. Waiver - If either Party should waive any breach of any provision of this
Agreement, it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision hereof.

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