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SENTIENT IT SYSTEMS PRIVATE LIMITED
User License Agreement
1. IMPORTANT – Please Read:
1.1. YOU ARE NOT REQUIRED TO ACCEPT THIS AGREEMENT, SINCE YOU HAVE NOT SIGNED IT. HOWEVER, NOTHING ELSE GRANTS YOU PERMISSION TO USE THIS SOFTWARE OR IT’S DERIVATIVE WORKS (THIS INCLUDES BUT NOT LIMITED TO ANY DOWNLOAD, INSTALLING, RUNNING, USING, VIEWING SOURCE CODE, MODIFYING, COPYING). THESE ACTIONS ARE PROHIBITED BY LAW IF YOU DO NOT ACCEPT THIS AGREEMENT. THEREFORE, BY USING ANY PART OF THIS SOFTWARE (OR ANY WORK BASED ON THIS SOFTWARE), YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT, AND ALL ITS TERMS AND CONDITIONS.
1.2. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS ‘SENTIENT’ IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU SHOULD DESTROY ALL COPIES YOU HOLD OF “SENTIENT” SOFTWARE AND DERIVATIVE WORKS IMMEDIATELY.
1.3. This software is licensed, not sold. This Agreement only gives you some rights to use the software. ‘SENTIENT.’ reserves all other rights. You may use the Software only as expressly permitted in this agreement.
2. Definitions The following words marked in bold will have specific meanings in this contract.
2.1. Agreement - Means the terms and conditions of this license agreement and any subsequent agreements which are subject to this license agreement.
2.2. SENTIENT IT SYSTEMS PRIVATE LIMITED in this agreement refers to the Software owner; ‘SENTIENT.’ of flat no.6, 2nd floor, Sri Parthasarathy Apartments, 10/17, Car Street, Triplicane, Chennai – 600005. India.
2.3. Licensee – In this Agreement ‘Licensee’ shall mean the person to whom the license is granted.
2.4. Licensor - In this Agreement ‘Licensor’ shall mean ‘SENTIENT.’.
2.5. Software - Means the generally available version of the Software; and any parts thereof, available from “SENTIENT” web site or its associate web sites, together with all upgrades and enhancements provided to the Licensee.
2.6. Private Use – Means for testing and demonstration purposes by the license holder only.
3. License Grant Licensor grants Licensee a non-exclusive, non-transferable license to use Software for personal or business purposes, in accordance with clause 4 below, any copy must contain all of the original proprietary notices. This License does not entitle Licensee to receive from “SENTIENT” hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Software unless specific Software has been purchased by the Licensee that clearly states otherwise.
4. Restrictions On Use
4.1. Other than DSA’s (Direct Sales Associates) You shall not resell, rent, lease or distribute the Software.
4.2. You shall not brand the Software as your own or declare your own copyright on the Software.
4.3. You may not imply that “SENTIENT” endorses your own work or use any titles, trademarks, labels, or logos found in the Software in your own titles, products names, service names, or domain names. 4.4. You may not work around any technical limitations in the software.
4.5. You shall not use any part of the Software outside of the Software package, this includes, but not limited to, displaying or ‘hot linking’ to, icons, images and graphics.
4.6. You shall not modify, delete or obscure any notices of proprietary rights or any Software identification or restrictions on or in the Software
4.7. You shall not modify, delete or obscure any copyright notices in the source code of each file and a valid copyright notice must be provided within the user documentation that specifies “SENTIENT” as the provider of the Software bundled with the licensee’s application.
5. Undertakings You undertake to;
5.1. ensure that, prior to use of the Software by your employees or agents, all such parties are notified of this license and the terms of this Agreement;
5.2. reproduce and include our copyright notice (or such other party's copyright notice as specified on the Software) on all and any copies of the Software, including any partial copies of the Software or it’s derivative works;
5.3. hold all drawings, specifications, data (including object and source codes), Software listings and all other information relating to the Software, confidential and not at any time, during this license or after its expiry, disclose the same, whether directly or indirectly, to any third party without our consent.
6. Term of License The license shall remain in effect until terminated. You may terminate the license at any time by destroying all copies, modifications, or merged portions of the Software. It will also terminate if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the Software, any and all copies, modifications, or merged portions in any form.
7. Title All title, ownership rights and intellectual property rights in and to this Software and any and all copies thereof (including but not limited to any titles, computer code, trademarks, logos, themes, skins, objects, characters, dialog, icons, artwork, animation, sounds, methods of operation, moral rights, any related documentation, incorporated into this Software) are owned by “SENTIENT” or its licensors. This Software is protected by the copyright laws of India, international copyright treaties and conventions and other laws. This Software contains certain licensed materials and “SENTIENT” licensors may protect their rights in the event of any violation of this Agreement.
8. Termination Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy the Software, any and all copies, modifications, or merged portions in any form. Termination of the license due to non-compliance will not result in any refunds of license fees.
9. DISCLAIMER OF WARRANTY THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
10. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY “SENTIENT” UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. “SENTIENT” IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. IF YOU ARE A CONSUMER, THESE CONDITIONS DO NOT AFFECT YOUR STATUTORY RIGHTS UNDER APPLICABLE CONSUMER LAWS. YOU MAY ASSERT SUCH RIGHTS AT YOUR DISCRETION.
11.1. “SENTIENT” RESERVES THE RIGHT TO CHANGE THE TERMS OF THIS LICENSE AGREEMENT AT ANY TIME. Changes to the License Agreement will be announced on the “SENTIENT” web site, and via News Feeds from “SENTIENT”. Failure to receive notification of a change does not make those changes invalid. A current copy of this Agreement will be available on the “SENTIENT” web site at www.sentientsoftware.in.
11.2. Technical support will not be provided for third-party modifications to the Software including modifications to code, Skin packs, and Language packs to any license holder. If the Software is modified using a third-party modification instruction or otherwise, technical support may be refused to any license holder.
11.3. “SENTIENT” reserves the right to change the use of, cancel, or suspend the free or demonstration editions of its Software at anytime and without notice.
11.4. “SENTIENT” reserves the right to publish a selected list of users of the Software.
15. Severability In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either Licensee or Licensor from any relevant competent authority, “SENTIENT” shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or, at our discretion, such provision may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
12. Headings Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
13. Entire Agreement This Agreement together with any documents expressly referred to in them, contain the entire License Agreement between us relating to the subject matter covered and supersede any previous Agreement, arrangements, undertakings or proposals, written or oral between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of this License Contract. In agreeing to this Agreement, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
14. Assignment This Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without our prior signed written consent from “SENTIENT”.
15. Waiver Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party's rights nor in any way affect the validity of the whole or part of this license nor prejudice that party's right to take subsequent action.
16. Applicable Law and Dispute This Agreement and all matters arising from it are governed by and construed in accordance with the laws of India whose courts shall have exclusive jurisdiction over all disputes arising in connection with this Agreement and the place of performance of this Agreement is agreed by you to be India.
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