This End User License Agreement ("Agreement") is made and entered into as of the Effective Date by and between:
Licensor: KISAA, a corporation based in India, having its principal place of business at [Licensor's Address] ("Licensor");
Licensee: [Licensee's Name or Company Name], a [Licensee's Country] corporation or individual, having its principal place of business or address at [Licensee's Address] ("Licensee").
By using the software product Silent Key ("Software"), Licensee agrees to comply with the terms of this Agreement. If Licensee does not agree with these terms, they are not authorized to use the Software.
1.1 License: Licensor grants Licensee a non-exclusive, non-transferable, limited license to use the Software for internal business purposes only, subject to the terms of this Agreement.
1.2 Authorized Use: Licensee may install and use the Software on [number of devices, servers, users, etc.] as specified in the purchase order or quotation.
1.3 Restrictions: Licensee shall not:
- Modify, distribute, reverse engineer, or sublicense the Software.
- Use the Software for any unlawful purposes or in a manner not expressly authorized by this Agreement.
- Transfer the Software to any third party without prior written consent from the Licensor.
1.4 Updates and Maintenance: Licensor may provide periodic updates or maintenance, and Licensee is entitled to such updates as part of their subscription, as specified in the purchase agreement.
2.1 Enterprise Pricing: The prices for enterprise licenses are provided upon consultation with the Licensor. The enterprise license may be customized based on the number of users, features required, and other business needs.
2.2 Business Pricing: Prices for business licenses are also provided upon consultation. The cost will depend on the number of users, the scale of deployment, and support services requested.
2.3 Payment: Payment is due within [30/60] days from the date of the invoice, unless otherwise specified. Late payments will incur a [X]% late fee per month on the outstanding balance.
3.1 Intellectual Property: The Software, including all code, designs, content, and documentation, is the exclusive property of Licensor and is protected by intellectual property laws. Licensee does not acquire any ownership rights to the Software.
3.2 Licensee's Rights: Licensee is granted only the limited rights described in this Agreement. All other rights remain with Licensor.
4.1 Support: Licensor offers technical support as outlined in a separate support agreement or based on the terms specified in the license package. Licensee may contact support for troubleshooting, updates, or guidance on the Software.
4.2 Maintenance: Licensor will provide Software maintenance, including updates and patches, as part of the subscription or support agreement.
5.1 Confidential Information: Both parties agree to keep confidential any proprietary or confidential information exchanged during the course of this Agreement, including but not limited to trade secrets, business plans, and technical data.
5.2 Obligations: The confidentiality obligations survive the termination of this Agreement for [3] years.
6.1 Term: This Agreement begins on the Effective Date and remains in effect until terminated by either party.
6.2 Termination for Breach: Either party may terminate this Agreement if the other party materially breaches any term or condition and fails to remedy such breach within [30] days of written notice.
6.3 Effect of Termination: Upon termination, Licensee shall cease using the Software and return or destroy all copies in its possession.
7.1 No Warranty: The Software is provided "as is" without warranties of any kind. Licensor makes no representations regarding the Software’s performance or suitability for any particular purpose.
7.2 Limitation of Liability: Licensor’s liability for any claim arising out of this Agreement is limited to the amount paid by Licensee for the Software. Licensor is not responsible for any indirect, incidental, special, or consequential damages.
8.1 Licensee's Indemnification: Licensee agrees to indemnify and hold harmless Licensor from any claims, damages, losses, or liabilities arising from Licensee's use of the Software or breach of this Agreement.
8.2 Licensor's Indemnification: Licensor agrees to indemnify Licensee from any third-party claims asserting that the Software infringes upon intellectual property rights.
9.1 Governing Law: This Agreement is governed by and construed in accordance with the laws of India.
9.2 Dispute Resolution: Any disputes arising out of or relating to this Agreement will be resolved through arbitration/mediation in [Location, India], and both parties consent to the jurisdiction of those courts.
10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written, related to the Software.
10.2 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
10.3 Severability: If any part of this Agreement is found to be unenforceable, the remainder shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this End User License Agreement as of the Effective Date.
Licensor:
By: _______________________
Name: _____________________
Title: ______________________
Date: ______________________
Licensee:
By: _______________________
Name: _____________________
Title: ______________________
Date: ______________________