Terms of use
INDICUS SOFTWARE PVT LTD (“INDICUS”), HAS DEVELOPED A STANDARDIZED ARCHITECTURE AND RELATED SOFTWARE FOR DEVELOPING AND EXECUTING ENTERPRISE APPLICATIONS THAT INCLUDES ELEMENTS SOLD UNDER THE NAME “CONTINEO PLATFORM®.”
THIS SOFTWARE TOGETHER WITH THE PRINTED OR ONLINE DOCUMENTATION, TRAINING MATERIAL, SAMPLE APPLICATIONS AND ASSOCIATED READY-TO-USE SOLUTIONS AND LIBRARIES FURNISHED BY INDICUS, ARE REFERRED TO BELOW AS THE “LICENSED SOFTWARE”, AND ARE LICENSED UNDER THESE TERMS OF USE. INDICUS HEREBY PROVIDES A LIMITED, NON-TRASFERABLE, NON-EXCLUSIVE LICENSE OF THE LICENSED SOFTWARE TO LICENSEE ON THE CONDITION THAT THE LICENSEE ACCEPTS ALL OF THESE TERMS OF USE.
BY ACCESSING OR USING THE LICENSED SOFTWARE, “LICENSEE”, HEREIN AFTER ALSO REFERRED TO AS “YOU” ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND ACCEPT THESE TERMS. FURTHERMORE, IF YOU ARE INSTALLING THE LICENSED SOFTWARE ON BEHALF OF, OR FOR THE BENEFIT OF, A LEGAL ENTITY (END-USER/LICENSEE), THEN BY ACCEPTING THESE TERMS OF USE YOU ALSO REPRESENT THAT YOU ARE AUTHORIZED BY
THE END USER TO ACCEPT THESE TERMS OF USE FOR THAT END USER AS THE AGENT OF THAT END USER. THE ACCEPTANCE OF THESE TERMS OF USE IS REQUIRED FOR USE OF THE LICENSED SOFTWARE BY THE END USER OR BY ANYONE INSTALLING, CONFIGURING OR OTHERWISE OPERATING THE LICENSED SOFTWARE ON BEHALF OF THE END USER.
THESE TERMS OF USE APPLIES TO YOUR USE OF THE SOFTWARE. BY ACCESSING AND/OR USING THE SOFTWARE, EACH END-USER AGREES TO ACCEPT AND ABIDE BY THESE LEGALLY BINDING TERMS OF USE AND ANY UPDATED VERSIONS WHICH MAY OCCUR FROM TIME TO TIME. THE END-USER ACKNOWLEDGES THAT ANY ACT OF ACCESSING OR USING THE SOFTWARE WILL BIND THE END-USER TO THESE TERMS OF USE.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND YOU MUST DELETE OR RETURN THE SOFTWARE TO INDICUS OR ITS PARTNER WHO YOU HAD ACQUIRED IT FROM.
1. LICENSE GRANTS AND RESTRICTIONS.
1.1 Licensed Software – Licensed Software comprises of user manual, binary deployment files, configuration files, database scripts, and design documents, including all the updates releases, bug fixes and enhancements provided by INDICUS from time to time. The Licensed Software enables development and execution of enterprise applications with data ingestion, visualization, analytics and business workflows. Subject to the acceptance of terms and conditions contained herein, INDICUS hereby grants Licensee non-transferable, nonexclusive, limited license to install, and execute the Licensed Software on a single environment, for use by a limited number of users as stated in the legal purchase order document issued by an authorized representative of Licensee and accepted by an authorized representative of INDICUS (Purchase Order), solely for Licensee’s internal business use. libraries or software applications developed using Licensed Software by Licensee (Products) cannot be hosted in a shared hosting environment or End User’s on-premise/privately hosted environment. While under the free trial usage term, Licensee cannot use the Licensed Software for commercial, non-profit, or revenue-generating activities.
1.2 No Other Rights Granted – The software is licensed, not sold. Apart from the license expressly granted herein, no license or other right is granted by INDICUS and/or its partner to Licensee under these Terms of Use, either directly or by implication, estoppel, or otherwise (including, but not limited to, the right to prepare derivative works). Licensee shall have no right or access to the source code of the Licensed SoftwSoftware. If any source code is includedwith the Licensed Software, it is solely as a reference, is provided subject to all of the limitations specified in these Terms of Use and may not be modified by the Licensee in any way.
1.3 Change of Licensed Software – INDICUS reserves the right to modify the Licensed Software at any time without degrading its functionality or security features. INDICUS may degrade the functionality of the Licensed Software or discontinue the same or a part thereof in case of (i) legal requirements; (ii) lack of customer acceptance and/or (iii) security risks.
2. LICENSEE’S RESPONSIBILITIES
Licensee shall (i) use all commercially reasonable efforts to ensure that Licensee or Licensee’s employees comply with these Terms of Use; (II) NOT MODIFY, DECOMPILE, DISASSEMBLE, DECRYPT, EXTRACT, OR REVERSE ENGINEER THE LICENSED SOFTWARE OR OTHERWISE ATTEMPT TO DERIVE THE SOURCE CODE FOR THE LICENSED SOFTWARE OR ANY PART THEREOF, OR GRANT ANY OTHER PERSON OR ENTITY THE RIGHT TO DO SO OR TAKE ANY ACTION THAT WOULD ASSIST ANY OTHER PERSON OR ENTITY IN DOING SO and will promptly notify INDICUS and/or its partner of any information that any other person or entity is or is attempting to copy, reverse engineer, disassemble, decompile, translate or modify the Licensed Software; (iii) not insert, delete, replace, change or otherwise alter any files in the Licensed Software ; (iv) not modify, change, prepare derivative works of or otherwise alter any binary code files included with the Licensed Software; (v) except as otherwise set forth, not loan, rent, lease, give, sublicense, transfer, publish, disclose, display, or otherwise make available the Licensed Software, in whole or in part, to any other person or entity; (vi) not modify any application programming interface, including modifying any application programming interface by creating additional classes within any interface or otherwise causing the addition to or modification of the classes in an
interface, (vii) remove, minimize, block or modify any notices or marks of INDICUS or its partners in the software, (viii) use the Licensed Software in any way that is against the law and (ix) not incorporate the Licensed Software or any documentation in any other software created by Licensee. Any attempt to do so is a violation of these Terms of Use and the rights of INDICUS. If Licensee violates the above restrictions, Licensee may be subject to prosecution and liable for damages.
3. Technical Support – Licensee may be entitled to technical support guided by the terms and service levels stated in the Purchase Order.
4. License Fees- The license fees paid by or for you to INDICUS are paid in consideration of the licenses granted under these Terms of Use. Upon acceptance of these Terms of Use, Licensee agrees to pay INDICUS the license fees as per the terms stated in the Purchase Order.
5. OWNERSHIP AND CONFIDENTIALITY
5.1 Ownership by INDICUS – INDICUS retains all right, title and interest, in and to the Licensed Software (and any portions thereof). These Terms of Use does not grant Licensee any right, title, or interest to the Licensed Software and further shall secure and protect the Licensed Software consistent with maintenance of INDICUS’s proprietary rights therein. Licensee hereby agrees and acknowledges that INDICUS solely owns all the rights including but not limited to Intellectual property rights, title and interest in the Licensed Software and that Licensee shall not contest or challenge or take any action inconsistent with or that may damage or impair INDICUS’s ownership or rights, and further that Licensee shall not contest or challenge, or take any action inconsistent with or that may damage or impair the ownership or intellectual property rights of INDICUS. Licensee shall not use the Licensed Software except as is expressly authorized in these Terms of Use. Any copy, modification, revision, enhancement, adaptation, translation or derivative work of or created using the Licensed Software shall be owned solely and exclusively by INDICUS. INDICUS may use Licensee’s logos and reference Licensee’s name and the nature of the services provided hereunder in INDICUS’S marketing efforts, including on the INDICUS and/or CONTINEO web site.
5.2 Confidentiality – Licensee acknowledges that the Licensed Software contains valuable trade secrets of INDICUS and Licensee agrees to maintain the confidentiality of the Licensed Software using at least the same degree of care Licensee uses with Licensee’s own confidential information. Licensee agrees that Licensee’s obligations with respect to INDICUS’s Confidential Information shall survive the subscription term and for (i) a period of three (3) years after the termination/expiration of the subscription term where the Confidential Information is related to INDICUS’s general business information and (ii) indefinitely with
respect to any Confidential Information related to INDICUS’s trade secrets or know-how.
5.3 Third-Party Code and Open Source – Additional copyright notices and license terms applicable to portions of the Licensed Software may be set forth on Contineo Platform Website. In addition to any terms and conditions of any third-party open source/freeware license identified in their own license terms, the disclaimer of warranty and limitation of liability provisions contained in these Terms of Use shall apply to all third-party software contained in the Licensed Software.
5.4 Feedback – If You give feedback about the Licensed Software to INDICUS, you give to INDICUS, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You will not give feedback that is subject to a license that requires INDICUS to license its software or documentation to third parties because we include your feedback in them. These rights survive the subscription term.
5.5 Security Audit – Licensed Software delivers the required levels of security helping customers with best practices from an overall security design perspective. However, Licensee or Licensee’s end users are advised to conduct Security Audit at their own expense. INDICUS is not obliged to fix the non-compliances raised during such external security audit which may be charged to Licensee. In no event shall INDICUS and/or its partner be responsible for any security breach.
5.6 Data Collection and Processing of Personal Data – The Licensed Software may collect information about You, your End Users and customers and send that to INDICUS unless agreed otherwise. INDICUS may use this information to provide services, manage licenses and improve INDICUS’s products and services. Some features in the Licensed Software may enable collection of data from users of your applications that access or use them. If You use these features to enable data collection in your Products, You must comply with applicable law, including getting any required user consent, and maintain a prominent privacy policy that accurately informs users about how You use, collect, and share their data. In the event INDICUS has an access to Personal Data, INDICUS shall process any Personal Data at all times in full compliance with the applicable data protection laws.
6. WARRANTIES
INDICUS LICENSES THE LICENSED SOFTWARE “AS IS,” AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND. INDICUS SPECIFICALLY DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF, NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE. INDICUS MAKES NO WARRANTY THAT (A) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, LATENCY-FREE, RELIABLE OR ERROR FREE (B) THE SOFTWARE SHALL OPERATE
IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA OR (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INDICUS, ITS EMPLOYEES OR PARTNERS SHALL CREATE A WARRANTY (D) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SOFTWARE AND SERVICES ARE ACCESSED OR USED BY LICENSEE OR LICENSEE’S CUSTOMERS AT THEIR OWN RISK. INDICUS AND ITS PARTNERS SHALL NOT BE RESPONSIBLE FOR ANY CUSTOMER DATA. NEITHER INDICUS NOR ITS PARTNERS BUT LICENSEE ALONE SHALL HAVE SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY,RELIABILITY, APPROPRIATENESS, AND INTELLECTUAL PROPERTY OWNERSHIP OR RIGHT TO USE OF ALL CUSTOMER DATA, AND INDICUS AND ITS PARTNERS SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER DATA. INDICUS RESERVES THE RIGHT TO ESTABLISH OR MODIFY ITS GENERAL PRACTICES AND LIMITS RELATING TO STORAGE OF CUSTOMER DATA. LICENSEE REPRESENTS AND WARRANTS THAT LICENSEE HAS NOT FALSELY IDENTIFIED THEMSELVES NOR PROVIDED ANY FALSE INFORMATION TO GAIN ACCESS TO THE LICENSED SOFTWARE AND / OR SERVICES.
7. LIMITATIONS OF LIABILITY
7.1 EXCLUSIONS OF LIABILITY – NEITHER INDICUS NOR ANY OF ITS OFFICERS, AGENTS, EMPLOYEES, PARTNERS OR REPRESENTATIVES SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR PENALTIES (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, AND THE LIKE), HOWEVER THEY ARISE, INCLUDING WITHOUT LIMITATION FROM THE USE OF THE LICENSED SOFTWARE, WHETHER FOR BREACH OR IN TORT, EVEN IF INDICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 INDICUS LIMITATION OF LIABILITY – INDICUS SHALL NOT BE LIABLE FOR THE FOLLOWING – (i) LICENSEE’S INABILITY TO USE THE SOFTWARE, OR SUPPORT, INCLUDING AS A RESULT OF (a) ANY TERMINATION OR SUSPENSION OF SUBSCRIPTION OR (b) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SOFTWARE AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; OR (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS; OR (iii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY LICENSEE IN CONNECTION WITH THIS TERMS OF USE; OR (iv) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF LICENSEE’S CONTENT DUE TO LICENSEE’S NEGLIGENCE AND OR MISCONDUCT; OR (v) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE OUT OF ANY THIRD PARTY OR RESELLER SOFTWARE LICENSE OR CONENCTED DEVICES.
7.3 INDICUS’S TOTAL AGGREGATE LIABILITY – IF LICENSEE HAS ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING SECTIONS 7.1 AND 7.2, LICENSEE CAN RECOVER FROM INDICUS AND ITS PARTNERS ONLY DIRECT DAMAGES UP TO U.S. $5.00 OR TWELVE (12) MONTHS LICENSE FEES PAID BY LICENSEE WHICHEVER IS LESS. LICENSEE CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES.
8. ASSURANCES BY LICENSEE
Licensee represents and warrants that Licensee will take appropriate precautions, establish appropriate procedures and post appropriate notices to ensure that persons and property are not harmed in the event of an error, malfunction or unexpected operation of the INDICUS Licensed Software or Solutions. There can be no assurances whatsoever that the systems such as the Licensed Software will protect any individual or his or her property from harm. Therefore, appropriate
safety precautions must always be taken when operating or maintaining devices/equipment connected to the Licensed Software. INDICUS assumes no responsibility or liability for any injury or damage to any persons or property resulting from Licensee’s or its customers’ use of the Licensed Software.
9. HIGH RISK APPLICATIONS
Unless INDICUS has provided its express written consent for each component of the Licensed Software, Licensee will make reasonable business efforts to ensure that it is not used in any application in which the failure of the Licensed Software could lead to death, personal injury or severe physical or property damage, including, without limitation, environmental damage, operation of nuclear facilities, mass transit systems, aircraft navigation or aircraft communication systems, air
traffic control, weapon systems and direct life support machines, (collectively, “High-Risk Applications”). INDICUS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF FITNESS FOR HIGH-RISK APPLICATIONS.
10. INDEMNIFICATION Licensee shall indemnify and hold harmless INDICUS from and against all losses, claims, damages or other causes of any nature or kind whatsoever (including reasonable attorney’s fees) arising directly or indirectly out of third party claims concerning (i) a breach of any of Licensee’s obligations, covenants, representations or warranties contained herein; (ii) Licensee’s selection of, transactions and/or agreements with any party that is an authorized INDICUS reseller or distributor, systems integrator or trainer, or any other third party; (iii) any combination of the Licensed Software, or any component of it, with any other software developed by Licensee or with any other product, equipment, device, system or data not supplied by INDICUS, and (iv) the negligence or intentional misconduct of Licensee or Licensee’s officers, employees, agents or contractors. Licensee agrees not to interpose any cross-claim, third party claim or similar claim against INDICUS based on a claim, suit, action or proceeding, threatened or commenced against Licensee related to the Licensed Software and arising out of any matter other than a matter, if any, for which INDICUS has agreed to indemnify Licensee under a separate agreement signed by INDICUS.
11. TERM AND TERMINATION
Subscription shall be mentioned in the Purchase Order or in case of free trial, on the Contineo website. Upon completion of the Subscription term or termination of the Subscription by either Party, this Terms Of Use shall stand automatically canceled, and Licensee or Licensee’s Products shall no longer have an access to the Licensed Software and associated services, unless agreed otherwise. Licensee agrees that INDICUS may terminate the License and associated services at any point in time without prior notice for any reason or upon a material or continuing breach of these Terms of Use by Licensee. Licensee also agrees that INDICUS or its Partner shall not be liable to Licensee and/or any third party for any modification, suspension, or termination of the License and associated services. Licensee may terminate the subscription by giving forty-five (45) days prior written notice of termination.
12. TRADEMARKS
Licensee must not remove or alter the “Powered by Contineo” mark (Branding) which identifies that the Product is built by using the Contineo Platform. Such branding need not be done for customers which are marked as white-labelled in the Product and as expressly agreed to by INDICUS in writing. Standard shall mean regular customers with Branding or customers with co-branded Products (“Powered by Contineo and Licensee’s Name”). White-labelled shall mean specific
customers without any Branding.