Logic Research Labs
7/268, Jayalakshmi Nagar, Pulliyampettai, Thanjavur (Dt.), PIN: 612 103, TN, India.
SOFTWARE LICENSE AGREEMENT
IMPORTANT NOTICE: Read this License Agreement (“Agreement”) carefully before using the enclosed Program. You may Use the Program in accordance with the following terms and conditions. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE THE PROGRAM. By installing or using the Program in any way, You acknowledge that You have read, understand and agree to the terms of this Agreement. If You do not agree with these terms, promptly return the Program and package (and all other product contents, including Documentation) with Your receipt or other proof of purchase to the entity from which You obtained this product within 10 days and request a refund. THIS IS A LICENSE AND NOT A SALE.
Sign this Agreement and submitted to Logic Research Labs before using this Software. If You, Your company, or Your public agency have signed a written software license agreement other than this agreement with Logic Research Labs (hereafter referred as “LRL” in this document), covering the Use of the enclosed Program, the terms of the signed license agreement shall take precedence over any conflicting terms of this Agreement.
1. LICENSE. LRL grants to You a non-exclusive, nontransferable, perpetual license to Use the Program at the location specified on the Order. The Program shall be subject to the applicable usage limitations based on the type of license purchased, as indicated in the Order. You may Use the Program (and accompanying Documentation) solely for Your internal business purposes by Your employees, agents and contractors and on the operating systems specified in the Order, unless otherwise permitted by the type of license purchased. If the type of license is not indicated in the Order, each copy shall be licensed for a 5 Seats on a single Machine. Neither the Program nor this Agreement may be transferred, sold, assigned, sublicensed or otherwise conveyed (whether by operation of law or otherwise) to another party without LRL’s prior written consent, and payment of any then-applicable fees in accordance with LRL’s standard policies. Program may be transferred to another Real or Virtual Machine, hosting in Cloud or Internet, different site or Operating System Software only upon written notice and subject to LRL’s transfer policies and fees then in effect. If multiplexing hardware or software (e.g application server product) is used, the number of Seats or Concurrent Users shall include all inputs to the multiplexing front end. Any and all rights and licenses in and to the Program not expressly granted herein are reserved by LRL.
2. ADDITIONAL RIGHTS AND RESTRICTIONS. THERE MAY BE ADDITIONAL RIGHTS AND RESTRICTIONS SET FORTH IN SUPPLEMENTS OR “PRODUCT SPECIFIC LICENSE TERMS” ON CARDS OR COMPACT DISKS ACCOMPANYING THE SOFTWARE, WHICH ARE HEREBY INCORPORATED INTO THIS AGREEMENT. You agree that such Product Specific License Terms or Supplements may be composed and shall be enforceable in the English language.
3. THIRD PARTY PRODUCTS. Third party products that are supplied by LRL separately or together with the Program and are accompanied by a license agreement from the supplier are provided subject to such supplier license agreement and the terms of this Agreement shall not apply to such third party products, except that as between You and LRL, the provisions of this Section 4 and Section 13 shall apply. LRL PROVIDES SUCH THIRD PARTY PRODUCTS “AS IS” WITHOUT ANY INDEMNITIES OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LRL shall not be obligated to provide any Support or error correction services for such third party products, but such services may be available from the third party supplier. Third Party Products not accompanied by a license agreement from the supplier shall be subject to the terms of this Agreement.
4. COPY AND OTHER RESTRICTIONS. You may not copy the Program except (a) to make a reasonable number of copies of each Program exclusively for inactive backup or archival purposes, and (b) to make the number of Secondary Copies indicated in the Order for the Program. You may not modify, reverse engineer, decompile or disassemble the Program (except as specifically permitted by law without the possibility of contractual waiver, or expressly permitted in the Documentation). Transfer of the Program outside the country in which it was originally delivered to You is not permitted without LRL's prior written consent, and is subject to compliance with all applicable export regulations and restrictions. If the Program includes more than one component product, Use of all components of the Program is restricted to the same Machine(s), Seat(s), Concurrent User(s), and/or CPUs, as applicable, and the Program may not be unbundled for Use on different or additional Machine(s), Virtual Machine(s), Seat(s), Concurrent User(s) or CPUs, Virtual CPUs. You may not Use the Program for timesharing, rental or service bureau purposes, or otherwise allow direct or indirect (including over the Internet) access or Use of the Program by any third party, without LRL's prior written consent and subject to any applicable fees. You may contract with a third party (“Outsourcer”) to operate the Program on Your behalf and for Your benefit, however, You remain subject to all of the provisions of this Agreement and shall be liable for Your Outsourcer’s compliance with the provisions of this Agreement. You shall not remove any copyright notices or other proprietary notices from the Program, and You must reproduce such notices on all copies or extracts of the Program. Results of benchmark or other performance tests run on the Program may not be disclosed to any third party without LRL's prior written consent. Upon reasonable notice to You, LRL may audit the number of copies of the Program licensed by You and Your Use of the Program.
5. COPYRIGHT AND OWNERSHIP. All of the copyright and intellectual property rights in the Program, Documentation and all copies thereof are owned by LRL, or their respective suppliers and are protected by copyright and/or trade secret laws and international treaty provisions. You acquire only the non-exclusive, non-transferable right to Use the Program as permitted herein, and do not acquire any rights of ownership in the Program.
6. SUPPORT. This Agreement does not entitle You to any Support service or Updates. Updates must be separately licensed unless You have purchased a Support plan that entitles You to Updates. Updates shall, upon installation, replace earlier versions and shall be governed by this Agreement. Updates may be subject to new or different Product Specific License Terms due to new or different software content in later versions of the Program. You may purchase Support at the rates described in LRL's then current price list for as long as LRL offers Support for the Program. If You purchase a Support plan, LRL will provide You with the level of Support service corresponding to the fees paid in accordance with LRL's then current Support plan descriptions. LRL shall have no obligation to provide Support services with respect to: (i) any Program Used on any computer system other than the specified Machine and operating system; or (ii) any version of the Program modified by persons other than LRL. LRL reserves the right to make corrections only to the most current generally available version of the Program. Provided that You are then subscribing to a Support plan which entitles You to Updates and are current in Your payment of Support fees, You may transfer a Program to a different Machine or operating system subject to LRL then current transfer policies and payment of all applicable fees, as specified in LRL's then current price list.
7. CONFIDENTIALITY. "Confidential Information" shall include the Program (including methods or concepts utilized therein) and all information identified by LRL as proprietary or confidential. Confidential Information shall remain the sole property of LRL and shall not be disclosed to any third party without the express written consent of LRL; except that You may disclose Confidential Information to consultants performing services for Your benefit, provided that such consultants are bound by a written non-disclosure agreement with You protecting such Confidential Information in a manner consistent with this Agreement. Except with respect to the Program, items will not be deemed Confidential Information if (i) available to the public other than by a breach of an agreement with LRL; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) independently developed by You without access to the Confidential Information; or (iv) if proven to have been known to You at the time of disclosure. You shall immediately inform LRL if You are required to produce Confidential Information by operation of law, and if so requested by LRL, shall provide reasonable assistance to LRL in seeking to limit such production. A copyright notice on a Program does not, by itself, constitute evidence of publication or public disclosure.
8. FEES. License and Support fees for the Program are due and payable to LRL in net 15 days after the invoice date (subject to credit approval) if You have acquired the Program directly from LRL; otherwise such fees are due and payable in accordance with the reseller’s policies. You shall pay all applicable shipping and handling charges, and sales, use, value added, personal property, or similar taxes, tariffs or governmental charges, exclusive of those based upon LRL's or its reseller’s income and corporate franchise taxes.
9. TERM. This license is effective until terminated. You may terminate it at any time by destroying the Program and Documentation. This license will also terminate if You fail to comply with any term or condition of this Agreement. Upon such termination, You agree to destroy the Program and Documentation.
10. LIMITED WARRANTY. Unless otherwise specified in the Documentation, for a period of 30 days from the date of shipment of the Program to You, LRL warrants that the Program, when properly Used, will operate in material conformity with its Documentation and the Program media shall be free of defects. In the event of a non-conforming Program or defective media, Your sole remedy shall be, at LRL’s option, replacement of the defective Program or a refund of the license fees paid for the affected Program. This limited warranty gives You specific legal rights. You may have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow limitations on implied warranties so the above limitations may not apply to You. LRL warranties extend solely to You, the original licensee.
LRL DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE PROGRAM, DOCUMENTATION, SUPPORT OR OTHER SERVICES RELATED TO THE PROGRAM. NO WARRANTY IS MADE REGARDING THE RESULTS TO BE OBTAINED FROM ANY PROGRAM OR SERVICES, THAT THE PROGRAM WILL BE ERROR FREE, THAT ALL ERRORS IN THE PROGRAM WILL BE CORRECTED, OR THAT THE PROGRAM’S FUNCTIONALITY WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE YOUR RESPONSIBILITY TO (a) REGULARLY BACK UP DATA, AND (b) ADEQUATELY TEST PROGRAM PRIOR TO DEPLOYMENT.
11. INFRINGEMENT INDEMNITY. LRL, at its own expense, agrees to (i) defend, or at its option settle, any claim or suit against You on the basis of infringement of any copyright, trade secret or patent (“Intellectual Property Rights”) by Your Use of the Program, and (ii) pay any final judgment entered against You on such issue or any settlement thereof, provided (a) You give LRL sole control of the defense and/or settlement; (b) You notify LRL promptly in writing of each such claim or suit and give LRL all information known to You relating thereto, and (c) You cooperate with LRL in the settlement and/or defense. (You will be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by LRL.) If all or any part of the Program is, or in the opinion of LRL may become, the subject of any claim or suit for infringement of any Intellectual Property Rights, or in the event of any adjudication that the Program or any part thereof does infringe, or if Your Use of the Program or any part thereof is enjoined, LRL, at its expense, may either: (1) procure for You the right to Use the Program or the affected part thereof; (2) replace the Program or affected part; (3) modify the Program or affected part to make it non-infringing; or (4) if none of the foregoing remedies are commercially and reasonably feasible, refund the license fees You paid for the Program or the affected part thereof. LRL shall have no obligation to the extent a claim is based upon (A) Use of any version of the Program other than a current, unaltered version, if infringement would have been avoided by a current, unaltered version; (B) combination, operation or Use of the Program with software and/or hardware not delivered by LRL if such infringement could have been avoided by not combining, operating or using of the Program with such software and/or hardware, or (C) any modifications to the Program which were not made by LRL. The above states the entire liability of LRL, and Your exclusive remedy, with respect to any infringement or alleged infringement by the Program or any part thereof.
12. LIMITATION ON LIABILITY. LICENSORS OF SOFTWARE COMPONENTS WHICH ARE INCLUDED IN LRL PRODUCTS SHALL NOT BE LIABLE FOR DIRECT DAMAGES. NEITHER LRL, NOR ANY OF ITS COMPONENT LICENSORS SHALL BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LRL'S AND ITS PARENT COMPANY’S TOTAL LIABILITY, IF ANY, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE PROGRAM OR RELATED SERVICES SHALL NOT EXCEED THE LICENSE OR SERVICE FEES PAID FOR THE PROGRAM OR SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING RESTRICTIONS, DISCLAIMERS AND LIMITATIONS SHALL REMAIN IN FORCE EVEN IN THE EVENT OF A FUNDAMENTAL BREACH BY LRL OR A BREACH BY LRL OF A CONDITION OR FUNDAMENTAL TERM HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
13. HIGH RISK ACTIVITIES. The Program and Third Party Products are not fault-tolerant and are not designed, manufactured or intended for use or resale in the on-line control of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Program could lead directly to death, personal injury, or severe physical or environmental damage, and LRL and its suppliers specifically disclaim any express or implied warranty of fitness for such purposes.
14. FORCE MAJEURE. LRL shall not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of: acts by You, acts of God or the public enemy, war, terrorism, riots, strikes, embargo, acts of civil or military authority, unavailability of communications facilities or energy sources, or any other cause which is beyond the reasonable control of LRL.
15.THREAT AGAINST SOFTWARE VIRUS OR MALWARE OR SECURITY OR PHISHING ATTACKS: The customer should protect the software and data by installing appropriate antivirus and security softwares and also maintain latest updates. Network security should be taken care by the customer by installing appropriate firewall. LRL will not be responsible for any loss against such attacks.
16. GENERAL. This Agreement constitutes the complete agreement between the parties with respect to the Program and services and supersedes all previous and contemporaneous communications, representations, or agreements regarding the subject matter hereof. This Agreement is governed by the laws of Indian Government. The terms of this Agreement supersede the terms of any purchase order or other document issued or signed by You to authorize Your license of the Program, except that a purchase order shall be binding as to the identification of Program and services ordered, the type of license purchased, the fees due and the site for installation or performance of services, as set forth therein. Other terms and preprinted terms on or attached to any purchase order shall be void. If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed, as necessary, to eliminate its unenforceability, and all other provisions shall remain unaffected. The failure or delay of either party to exercise any of its rights shall not be deemed a waiver of such rights, and no waiver of any breach of this Agreement shall constitute a waiver of any other breach. If You have any questions concerning this Agreement, write to Logic Research Labs,7/268, Jayalakshmi Nagar, Pulliyampettai, Thanjavur (Dt.), PIN : 612 103, TN, India. Email: contact@logicresearchlabs.com,Web : http://www.logicresearchlabs.com, Phone : (+91)-435-2100177