This Source Code License Agreement ("Agreement") is entered into as of the date of purchase or subscription ("Effective Date") by and between Vistrive Technologies Private Limited ("Licensor"), a Company incorporated in India with office in Chennai and under the jurisdiction of Indian Laws, and the customer ("Licensee") that agrees to be bound by this Agreement through its use of the software ("Software").
The Software is intended to facilitate project managers, product managers, business analysts, business architects, and product owners in understanding dependencies arising from changes made to existing software. This Agreement governs the Licensee’s access to and use of the Software, and all associated documentation and support services.
Subject to the terms of this Agreement, the Licensor hereby grants the Licensee a non-exclusive, non-transferable, and non-sublicensable license to use the Software solely for its intended purpose.
Licensee expressly acknowledges and agrees that:
3. Permitted and Prohibited Use (a) Permitted Use Licensee is permitted to use the Software for the following purposes:
Any violation of the above terms will result in the immediate suspension of services and termination of this Agreement.
4. Confidentiality and Non-Disclosure: Licensee acknowledges that the Software, including its structure, features, and underlying technology, constitutes proprietary and confidential information of the Licensor. To protect this confidentiality:
5. Indemnification: (a) No Indemnification Provided by Licensor: Licensor does not indemnify Licensee or any third party for any claims arising out of or related to the use of the Software.
(b) Feedback and Suggestions Any feedback, suggestions, or feature improvement requests made by the Licensee become the exclusive property of the Licensor. Licensor reserves the right to incorporate these suggestions into the Software at its sole discretion without compensation or obligation to Licensee.
6. Ownership and Intellectual Property Rights The Software, including all associated documentation, updates, enhancements, and derivative works, is and shall remain the exclusive property of the Licensor. Licensee acknowledges that this Agreement does not grant ownership rights to the Software or its source code.
7. Software Updates and Support (a)Updates Licensor will provide regular updates to enhance features and address potential vulnerabilities. These updates will be made available to the Licensee without additional costs, provided the Licensee remains in compliance with this Agreement. (b) Support Licensor offers support for the Software as described in the Support Policy. Support requests may be submitted via email, and response times will vary depending on the severity of the issue.
8. Limitations of Liability (a) Licensor’s maximum liability under this Agreement is limited to the subscription fees paid by Licensee during the quarter in which the claim arises.
(b) Licensor shall not be liable for any indirect, incidental, consequential, or special damages arising out of or related to the use of the Software.
9. Compliance and Audit Rights (a) The Software is provided as closed source. Licensee shall have no rights to audit, modify, or redistribute the source code, as it is not provided.
(b) Licensee agrees to comply with all applicable laws, regulations, and standards while using the Software.
10. Termination This Agreement may be terminated under the following circumstances:
(a) By Licensor: If Licensee violates any terms of this Agreement, including but not limited to misuse of the Software, unauthorized disclosure of confidential information, or non-payment of subscription fees.
(b) By Licensee: Licensee may terminate this Agreement by discontinuing use of the Software and providing written notice to Licensor.
Upon termination, Licensee must cease all use of the Software and delete any associated documentation or data.
11. Governing Law and Dispute Resolution (a) This Agreement shall be governed by and construed in accordance with the laws of India.
(b) Any disputes arising under this Agreement shall be resolved through arbitration in Chennai, India, in accordance with the rules of the Indian Arbitration and Conciliation Act.
12. Miscellaneous (a)Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings.
(b) Amendments: This Agreement may only be amended by a written document signed by both parties.
(c) Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
Acceptance By using the Software, Licensee agrees to the terms and conditions set forth in this Source Code License Agreement.
Contact Information For questions or concerns regarding this Agreement, please contact:
Vistrive Technologies Private Limited