SOFTWARE LICENSE AGREEMENT

This AGREEMENT is made effective on the date of the purchase of the software between RTCommerce (hereinafter referred to as “Licensor”), and the purchaser of the software/product (hereinafter referred to as “Licensee”).

Preamble

Licensor is engaged in the business of developing and marketing software for enterprise-level e-commerce businesses. Licensee now wishes to obtain a license, and Licensor wishes to grant a license, to allow use of the software so purchased in developing the e-commerce business website/mobile app of the Licensee, subject to the terms and conditions set forth herein.

THEREFORE, with the intent to be legally bound, the parties hereby agree as follows:

Agreement

Definitions: As used in this Agreement, the following capitalized terms shall have the definitions set forth below:

“Derivative Works” are works developed by Licensee, its officers, agents, contractors, or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other preexisting works of the Licensor.
“Documentation” is written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and/or Source Code, including technical specifications and instructions for its use.
“Improvements” shall mean, with respect to the Software, all modifications and changes made, developed, acquired, or conceived after the date hereof and during the entire term of this Agreement.
“Source Code” is the computer programming source code form of the Software in the form maintained by the Licensor, including all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software as well as all updates, error corrections, and revisions thereto provided by Licensor, in whole or in part.
Software License:

(a) Grant of License: For the consideration set forth below, Licensor hereby grants to Licensee, and Licensee hereby accepts the worldwide, non-exclusive, perpetual, royalty-free rights and licenses set forth below:

The right and license to use and incorporate the software, in whole or in part, to develop its website/mobile app (including the integration of all or part of the Licensor’s software into Licensee’s own software) on one domain only, solely for the personal or business use of the Licensee. However, the License does not authorize the Licensee to compile, copy, or distribute the said Software or its Derivative Works.
The right and license do not authorize the Licensee to make any backup or archival copies of the Software and/or the Source Code and Documentation.
The right and license do not authorize the Licensee to migrate the domain license to another domain.

(b) Scope; Rights and Responsibilities:

Licensor shall enable the Licensee to download one complete copy of the Software.
The Software is intended for the sole use of the Licensee in the development of its own website/mobile app.
Licensee does not have the right to hand over, sell, distribute, sub-license, rent, lease, or lend any portion of the Software or Documentation, whether modified or unmodified, to anyone. Licensee should not place the Software on a server so that it becomes accessible via a public network such as the Internet for distribution purposes. If the Licensee uses any source code management system like GitHub, it can use the code there only when it has a paid subscription from such a management system.
Licensee is not authorized to appoint, or work with, third parties to perform any development services using the Source Code, the source code to Derivative Works, and/or the Documentation on behalf of, or working with, the Licensee. Release of Source Code, Derivative Work source code, and/or Documentation to any third party shall be considered a violation of the Agreement, inter-alia entailing forthwith termination and legal action.

(c) Ownership:

Software and Source Code: All right, title, copyright, and interest in the Software, Source Code, Software Modifications, and Error corrections will be and remain the property of Licensor.
Derivative Works: As the creation of Derivative Works by the Licensee is prohibited, all right, title, copyright, and interest in any and/or all Derivative Works and Improvements created by, or on behalf of, Licensee will also be deemed to be the property of Licensor. Licensor shall be entitled to protect copyright/intellectual property in all such Derivative Works and Improvements in any country as it may deem fit, including without limitation seeking copyright and/or patent protection.
Consideration:
(a) Licensee shall pay to Licensor the amount as mentioned on the website from where the order is placed, as a one-time, upfront fee in consideration for the licenses and rights granted hereunder (hereinafter referred to as the “License Fee”). The License Fee to be paid by Licensee shall be paid upfront at the time of placing the order, and no credit will be allowed under any circumstances.
(b) Once paid, the License Fees shall be non-refundable. The Licensee has fully satisfied itself about the Software and has seen the demonstration, and only thereafter placed the order. Thus, the License Fees or any part thereof is non-refundable. No claim for a refund of the License Fees shall be entertained under any circumstances.

Representations and Warranties:

(a) Mutual: Each of the parties represents and warrants to the other as follows:
Such party is a legal entity duly organized, validly existing, and in good standing.
Such party has the power and authority to conduct its business as presently conducted and to enter into, execute, deliver, and perform this Agreement.
This Agreement has been duly and validly accepted by such party and constitutes the legal, valid, and binding obligations of such party respectively, enforceable against such party in accordance with their respective terms.
The acceptance, execution, delivery, and performance of this Agreement do not and will not violate such party’s charter or by-laws; nor require any consent, authorization, approval, exemption, or other action by any third party or governmental entity.
(b) Licensor warrants that, at the time of purchase of the Software:
The Software will function materially as set forth in the website or published functionality provided by Licensor to customers and potential customers describing the Software.
Software add-ons, if purchased by the Licensee from the Licensor, will not materially diminish the features or functions of or the specifications of the Software as they existed as of the execution of this Agreement.
(c) Title: Licensor represents and warrants that it is the exclusive owner of all copyright/intellectual property in the Software (including the Source Code) and has good and marketable title to the Software (including the Source Code) free and clear of all liens, claims, and encumbrances of any nature whatsoever (collectively, “Liens”). Licensor’s grant of license and rights to Licensee hereunder does not, and will not infringe any third party’s property, intellectual property, or personal rights.

Term:

(a) Subject to Licensee’s payment obligations, this Agreement shall commence as on the date of making payment of the Software by the Licensee to the Licensor and shall continue until terminated by either party.
(b) The Licensor retains the right to terminate the license at any time if the Licensee is not abiding by any of the terms of the Agreement. The Licensee may terminate the Agreement at any time at its discretion by uninstalling the Software and/or by destroying the said Software (or any copies thereof). However, the Licensee shall not be entitled to seek any refund of the amount paid by it to the Licensor, under any circumstances.
(c) Survival: In the event this Agreement is terminated for any reason, the provisions set forth in Sections 2(a), 2(b), and 2(c) shall survive.

Indemnification:

The Licensee releases the Licensor from, and agrees to indemnify, defend and hold harmless the Licensor (and its officers, directors, employees, agents, and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: (a) any actual or alleged breach of any obligations in this Agreement; (b) any refund, adjustment, or return of Software; (c) any claim for actual or alleged infringement of any Intellectual Property Rights made by any third party or damages related thereto; or (d) Taxes.

Limitation of Liability:

The Licensor will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses arising out of or in connection with the Software, whether in contract, warranty, tort, etc. (including negligence, software liability, any type of civil responsibility or other theory or otherwise) to the Licensee or any other person for the cost of software, cover, recovery, or recoupment of any investment made by the Licensee or its affiliates in connection with this Agreement, or for any other loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement. Further, the aggregate liability of the Licensor, arising out of or in connection with this Agreement or the transactions contemplated, shall not exceed at any time the total amounts received by the Licensor from the Licensee.

General:

(a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Your Country/State].
(b) Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the [Your Jurisdiction’s] Arbitration Rules as at present in force and as may be amended from time to time.
(c) Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements.
(d) Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forth above.