By registering for Nintei Lite download, you (henceforth referred to as EVALUATOR) agree to below Terms and conditions set forth by Fidel Softech Pvt. Ltd. (henceforth referred to as LICENSOR).
The LICENSOR agrees to permit the EVALUATOR to evaluate Nintei Lite (the Product) including any documentation (together, the “Products”) at a specific site and for the period of time, subject to EVALUATOR agreeing to all the Terms and conditions listed below.
1. EVALUATOR Obligations
EVALUATOR is solely responsible for installing the Products, and for determining whether the Products are suitable, secure, and reliable for its evaluation purposes.
1.1 Evaluation period
The Evaluation period for Nintei Lite is validated by the LICENSOR by means of a Lincense key built into the Product. The Evaluation period is currently set to 1 week from the point of installing the Product. The EVALUATOR understands and agrees that the Product needs to, and will connect to the LICENSOR website to verify validity of the License Key and by extension the Evaluation Period. The EVALUATOR also understands and agrees that lack of connectivity to LICENSOR website may cause the Product to fail installation or execution post installation.
1.2 Return of Products
At the end of the Evaluation Period set forth above (or upon any other termination of this Agreement), EVALUATOR shall either (1) notify LICENSOR in writing (including per email) that it has decided to discontinue the usage or (2) notify LICENSOR in writing (including per email) that it has decided to purchase all or some units of the Products (“Purchased Units”) and section 1.3 shall apply. In case Products are discontinued (returned), EVALUATOR will erase all copies of that software in its possession or control. If EVALUATOR does not discontinue usage of the Products, LICENSOR may at its sole discretion and without prejudice to any other rights it may have under this Agreement charge EVALUATOR the full list price for the Products.
1.3 Purchase of Products
As soon as a list of Purchased Units has been notified by EVALUATOR as per section 1.2, LICENSOR shall agree all the terms (including the purchase price) applicable to the purchase of such Purchased Units within a maximum delay of ten (10) business days following the end of the Evaluation Period. The Evaluation Period shall be considered as extended during this period.
EVALUATOR shall indemnify and hold harmless LICENSOR from \and against any and all costs, damages, losses, liability or expenses (including reasonable attorneys’ fees) arising from EVALUATOR’s use of the Products (including without limitation any actions arising from acts or omissions of EVALUATOR’s employees or agents) or any failure by EVALUATOR to comply with the terms of this Agreement.
2. Use, License and Purchase Order.
Subject to all the terms of this Agreement, LICENSOR grants EVALUATOR a non-sublicensable, non-transferable, non-exclusive right during the Term to use the Products for its own internal business purposes at the Evaluation Site and during the Evaluation Period listed above and in accordance with the Products’ accompanying documentation, solely to test the Products in a non-production, evaluation environment.
This rights granted to EVALUATOR hereunder are non-exclusive and nothing hereunder shall be deemed to limit LICENSOR’s ability to enter into any type of agreement with any other party anywhere in the world.
EVALUATOR shall not (and shall not allow any third party to):
3.1 Decompile, disassemble, or otherwise reverse engineer the Products or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Products by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and in such case EVALUATOR shall notify LICENSOR in advance of its intent to reverse engineer);
3.2 Distribute, sell, sublicense, rent, lease or use the Products (or any portion thereof) for any purpose, including without limitation time sharing, hosting, service provider;
3.3 Remove any product identification, proprietary, copyright or other notices contained in or on the Products;
3.4 Modify any part of the Products or create a derivative work of any part of the Products;
3.5 Publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Products; or
3.6 Separate any software included in the Products from the Products themselves, or use any software included with the products separately from the Products.
4.1 Products Not Sold
EVALUATOR is only licensing the Products and not purchasing the Products; and the Product (including any software in the Product) is licensed, not sold, to EVALUATOR. EVALUATOR shall ensure that the Products do not become subject to any lien or encumbrance, and shall not use the Products as collateral for any transaction.
4.2 LICENSOR Ownership
Notwithstanding anything to the contrary contained herein (except for the limited license rights expressly provided herein), LICENSOR and its suppliers have and will retain all rights, title and interest in and to (a) the Products (including, without limitation, all patent rights, mask worsks, copyrights, trademarks, service marks, related goodwill, and confidential and proprietary information); and (b) all modifications to, and derivative works based upon, the Products, regardless of the party creating such.
At such time as this Agreement is no longer in effect for any Products, this Agreement shall terminate in its entirety.
This Agreement is effective as of the Effective Date and with respect to each Product expires at the end of the evaluation period specified above.
5.2 Termination. LICENSOR may terminate this Agreement with respect to any or all Products on 15 days’ notice to EVALUATOR without cause, and may terminate this Agreement immediately upon notice upon any breach by EVALUATOR. EVALUATOR may terminate this Agreement with respect to any Product upon notice.
5.3 Survival. Sections 1.2, 1.3, 3, 4, 5.3, 6, 7, 8, and 9 shall survive any termination or expiration of this Agreement.
6. Warranty Disclaimer
THE PRODUCTS ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
EVALUATOR acknowledges that the Products are not intended for production or commercial use, only for evaluation and testing purposes. EVALUATOR acknowledges that the Products may not work properly or in accordance with their documentation. LICENSOR does not warrant that EVALUATOR’s use of the Products will be uninterrupted or error-free or that any security mechanisms implemented by the Products will not have inherent limitations.
7. Limitation of Remedies and Damages
7.1 NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT (INCLUDING NEGLIGENCE) OR OTHERWISE, THIS SECTION 7.1 SHALL NOT APPLY TO EVALUATOR WITH RESPECT TO ANY CLAIM ARISING UNDER THE SECTIONS TITLED “LICENSE RESTRICTIONS” OR “CONFIDENTIAL INFORMATION”.
7.2 NOT WITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSOR’S ENTIRE LIABILITY TO EVALUATOR UNDER THIS AGREEMENT SHALL NOT EXCEED THE STANDARD LIST PRICE OF THE PRODUCTS.
7.3 The parties agree that the limitations specified in this Section 7 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
8. Confidential Information
EVALUATOR agrees that all code, inventions, know-how, business, technical and financial information it obtains regarding the Products constitute the confidential property of LICENSOR (“Confidential Information”). EVALUATOR will hold in confidence and not use or disclose any Confidential Information except as expressly permitted in this Agreement. EVALUATOR’s nondisclosure obligation shall not apply to information which EVALUATOR can document: (i) is or has become public knowledge through no fault of EVALUATOR; or (ii) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to LICENSOR). EVALUATOR acknowledges that disclosure of Confidential Information would cause substantial harm to LICENSOR that could not be remedied by the payment of damages alone, and therefore that upon any such disclosure by EVALUATOR, LICENSOR shall be entitled to seek appropriate equitable relief. EVALUATOR will return all LICENSOR Confidential Information to LICENSOR upon termination or expiration of this Agreement and, if requested by LICENSOR at any later time, certify to such return in writing.
9.1 Compliance Audit Rights
Upon LICENSOR’s written request, EVALUATOR shall furnish LICENSOR with a signed certification certifying that the Products are being used pursuant to the terms of this Agreement including any location limitations. With prior reasonable notice, LICENSOR may audit the Products in use by EVALUATOR provided such audit is during regular business hours.
This Agreement shall be governed by and construed under the laws of India. Irrespective of where you acquired the software, Indian law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The parties are independent contractors and no employment, agency, or joint venture is created hereunder. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. Headings and titles are for convenience only, and are not intended to be of operative effect or modify the terms of this Agreement. This Agreement may not be assigned by EVALUATOR or amended without the prior written consent of both parties. Any purported assignment or amendment in violation of the foregoing shall be void. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.