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®.”
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.
1.3 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
3. Technical Support – Licensee may be entitled to technical support guided by the terms and service levels stated in the Purchase Order.
5. OWNERSHIP AND CONFIDENTIALITY
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.
5.4 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.
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.
7.3 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
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.