Terms and Conditions

INDICUS SOFTWARE PVT LTD (“INDICUS”), HAS DEVELOPED “PROJECTION”, A REMOTE PROJECT AND SALES MANAGEMENT ENTERPRISE SOFTWARE BUILT USING ITS INDIGENOUS AI AND IOT LOW-CODE PLATFORM, “CONTINEO®.”

THIS SOFTWARE TOGETHER WITH THE PRINTED OR ONLINE DOCUMENTATION 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. Licensed Software – Licensed Software comprises of user manual, binary deployment files, configuration files, database scripts, and design documents. Subject to the acceptance of terms and conditions contained herein, INDICUS hereby grants Licensee non-transferable, non-exclusive, 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. Licensee may host the Licensed Software in a shared hosting environment or end user’s on-premise/privately hosted environment at Licensee’s own cost.
    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 Software. If any source code is included with 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.
    3. Change of Licensed Software – INDICUS may 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. INDICUS will notify Licensee of any material degradation of functionality or the discontinuation of the Licensed Software at least (30) days prior to the change effective date specified in the notice and Licensee may terminate the degrading service (30) days prior to the change effective date.

 

  1. 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.

  1. Technical Support – Licensee may be entitled to technical support guided by the terms and service levels stated in the Purchase Order.

 

  1. 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.

 

  1. OWNERSHIP AND CONFIDENTIALITY
    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 Your logos and reference Your name and the nature of the services provided hereunder in INDICUS’S marketing efforts, including on the INDICUS and/or CONTINEO web site.
    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.
    3. Third-Party Code and Open Source – Additional copyright notices and license terms applicable to portions of the Licensed Software may be set forth in the Release Notes provided with the Licensed Software. 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 these Terms of Use shall apply to all third-party software contained in the Licensed Software.
    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. 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 shall fix all the non-compliances raised during such external security audit which shall usually not be charged to Licensee. However, measures specific to Licensee’s custom requirements may be charged upon mutual discussion. In no event shall INDICUS and/or its partner be responsible for any security breach.
    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.

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.

 

  1. 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 LICENSE SOFTWARE AND / OR SERVICES.

 

  1. LIMITATIONS OF LIABILITY
    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.
    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.

    1. 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.

 

  1. 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.

 

  1. HIGH RISK APPLICATIONS

Unless INDICUS has provided its express written consent for each component of the License 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.

 

  1. 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.

 

  1. TERM AND TERMINATION

Subscription term shall be mentioned in the Purchase Order. Licensee may terminate the subscription by giving forty-five (45) days prior written notice of termination. INDICUS may terminate the subscription upon a material or continuing breach of these Terms of Use by Licensee by giving forty-five (45) days prior written notice of termination, stating the cause therefor, with termination becoming effective at the close of said forty-five 45-days term if the breach is not then cured within forty-five (45) days of receiving notice of such breach to the satisfaction of INDICUS. The termination of the subscription shall not relieve Licensee of its obligation to pay applicable license fees. Upon completion of the Subscription term or termination of the subscription by either party, this Terms of Use shall stand automatically canceled, and Licensee shall no longer have an access to the Licensed Software, unless agreed otherwise.

 

  1. TRADEMARKS

Licensee must not remove or alter the “PROJECTION” Logo and “Powered by Contineo” mark which identifies that the Licensed Software is built by using the Contineo Platform. Such branding need not be done for end users which are marked as white-labelled in the Purchase Order as expressly agreed to by INDICUS in writing. White-labelled shall mean specific customers without any branding/logo/identifier.

 

  1. GENERAL PROVISIONS
    1. Export – Software, including technical data, is subject to Indian export control laws and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that Licensee has the responsibility to obtain such licenses to export, re-export, or import the Licensed Software. The Licensed Software may not be used, sold, resold, sublicensed, diverted, transferred, reshipped, or otherwise exported or re-exported: (i) in, into or through any country designated as a terrorist supporting country by the Indian government or any of its agencies; (ii) in, into or through any country for which India has an embargo or with which India maintains comprehensive trade controls; (iii) to or by a national or resident of the countries described in (i) or (ii); or (iv) to or by any party included in the India’s Denied Persons List, Entity List or Unverified List; or the Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers, or Specially Designated Terrorists List; or the Designated Foreign Terrorist Organizations or Debarred Persons List; or is otherwise designated by the Indian government or any of its agencies as a party with which it is unlawful to do business.
    2. Equitable Relief – Licensee acknowledges that any breach of Licensee’s obligations hereunder with respect to the Licensed Software or the confidential information of INDICUS, including, without limitation, Section 2, 5.1 and 5.2 above, will cause INDICUS irreparable injury for which it has no adequate remedy at law. Licensee further agrees that INDICUS will be entitled to seek and obtain equitable relief, including preliminary injunctions and temporary restraining orders, to prevent any unauthorized use of the Licensed Software and confidential information, without posting of bond or other security, in addition to all other remedies available to it under these Terms of Use or other applicable law including but not limited to revoking any waivers offered by INDICUS or its partner.
    3. Waiver – A waiver of any breach of default of these Terms of Use shall not create a waiver of the term or of any subsequent breach of default.
    4. Governing Law; Jurisdiction – The validity of these Terms of Use and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the substantive laws of India. Any action arising from or relating to these Terms of Use or the conduct of the parties pursuant hereto shall be commenced and heard solely within the jurisdiction of the courts in Pune, India.
    5. Survival – The termination of these Terms of Use shall not relieve Licensee of its obligations. The clauses and or sections 2 (“Licensee’s Responsibilities”); 5 (“Ownership and Confidentiality”); 6 (“Warranties”); 7 (“Limitations of Liability”); 8 (“Assurances by Licensee”); 10 (“Indemnification”); and 13 (“General Provisions”) shall survive the termination and/or expiration of the subscription term, without prejudice to other obligations that, pursuant to the applicable law or to these Terms of Use, shall also remain in force after termination date.
    6. Force Majeure – Licensee shall not hold INDICUS and/or its partner responsible for any delay or failure of performance to the extent directly caused by strike, riots, fire, flood, pandemic, endemic, government orders, lock down, act of Government, insurrection, embargoes, failure of carriers, inability to obtain materials or transportation facilities, acts of God or of the public enemy, acts of terrorism or other causes beyond INDICUS and/or its partner, irrespective of whether the cause could be alleviated by the payment of money.
    7. Dispute Resolution; Arbitration – If for any reason any dispute(s) cannot be resolved amicably by the Parties, both parties shall be free to refer such dispute to the sole Arbitrator mutually appointed by both parties and the venue of the arbitration shall be Pune, India and the language of arbitration shall be English. The arbitration shall be governed by and conducted as per the laws of Union of India. The arbitration proceedings shall be held in accordance with the Arbitration and Conciliation Act, 1996, or any subsequent enactment or amendment thereto (the “Arbitration Act”). Within fifteen (15 days after appointment, the arbitrator shall hold an arbitration proceeding to resolve the dispute and render a final decision with respect to the disputes within ninety (90) days, which decision shall be binding upon the parties. Each party shall bear the cost of preparing and presenting its case. The cost of arbitration, i.e., fees and expenses of the arbitrator, shall be shared equally by the parties unless the award otherwise provides.
    8. Severability – Should any term or provision of these Terms of Use be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term shall be modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law and the remainder of this Terms of Use (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.
    9. Updates to Terms of Use – INDICUS reserves the right to update these terms of use at any time and without notice. License is responsible for regularly reviewing these Terms of Use. Continued use of the Licensed Software shall constitute Licensee’s consent to such changes.