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Terms & Conditions & Software License Agreement
THIS Software License Agreement (“Agreement”) is made effective the Date of Purchase(Date) by and between Spider Technology and User of Software (Client).
WHEREAS, Client desires to Purchase software developed by Spider Technology; and
WHEREAS, Spider Technology represents that it has the expertise to develop such a software; and
WHEREAS, Spider Technology desires to sell software to Client upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein set forth, the parties
here by agree as follows:
- DEFINITIONS: The following capitalized terms, when used in this Agreement, shall have the meanings described to them in this Section 1:
1.1. “Product/System/Software/Application” shall mean the software program to be developed by Spider Technology pursuant to this Agreement.
1.2. “Specifications” shall mean the specifications for the Product as developed and decided by Spider Technology that may be agreed to in writing by the parties during the term of this Agreement.
1.3. “Intellectual Property” shall mean all intellectual property other than the Technology owned by
Spider Technology prior to the Effective Date or licensed to Spider Technology by a third party, and used in the development of the Product.
Other capitalized terms shall have the meanings ascribed to them in the body of this Agreement.
- TERMS AND CONDITIONS:
2.1. LICENSE: The system license is provided in form of the serial key. The client will be given one Serial Key for the usage of the system. If the Serial Key is not installed to system then the system will not work. The client will be provided the install files and one dongle. If the Serial key is lost the client needs new Serial Key then Client have to purchase the new software at the price which is decided by the Spider Technology. The client is responsible for loss of the Serial Key. Spider Technology is not responsible for providing the Serial Key in any cases or situations. There is no any type of warranty provided for Serial Key.
2.2 DELIVER: There will be only install files will be given to the client. No any other details will be given to the client. No any other installation media will be given to client. The client have to purchase all the required hardware or softwares or the other any third party tools or products. The Spider Technology will provide only product installation. If there will be any required updation or purchase of the any devices or the softwares then the client have to purchase it, Spider Technology is not responsible for it. Client shall be responsible for making, at its own expense, any changes or additions to Client’s current systems, software, and hardware that may be required to support operation of the Product. Spider Technology is not responsible for any kind of financial loss or any other kind of loss due to usage of this software. The client will only responsible for it. Client does not hold the copyright, and it may not assign or resell it to another party or conduct any other development work based on it.
2.3 DELIVER: There is no any responsibility of the Spider Technology after delivering the system. The system will be given in “AS IS” format without warrant of any kind. This software is for only single device only and will not be transferred to another device in any condition Client must have to purchase a new license. There will not be any kind of customizations given in Software. The Client must have to use the software “AS IS” Conditions. Cleint have to pay the software price in full to Spider Technology at the time agreed in the agreement. Client does not hold the copyright, and it may not assign or resell it to another party or conduct any other development work based on it. If Client resells or copies or makes changes in software then Spider Technology can take legal action on Client. This software is for only single device only and will not be transffered to another device in any condition client must have to purchase a new license. The software cannot be applied due to a problem with buyer’s hardware or major hardware change or to the dysfunction of its operating system or its operating system being infected with a virus client must have to purchase a new license.
2.4 DELIVER: It is impossible for the software or function to meet the special needs of buyer. Client must have to check the facility of the software before purchasing software. If client doesn’t checks the facility then he/she will not get the all requirement fullfilled. If client doesn’t get the facility as he/she requires then the Spider Technology is not responsible for it. To meet the Special requiurement Client need to develop the custom software and need to pay the charges for the custom development. Due to the features of the system, buyer should promptly back up important data. If buyer sustains a loss of data because of its failure to back up the data, Spider Technology cannot promise to retrieve the data.
2.5 ACTIVATION: The Software must need to be activated online by filling information which is given to Spider Technology. The activation information will not be changed in any situations or conditions. If any changes or updations in the activation process will made then it will be cumpulsary applicable to client, for those updations or modifications in activation process the applicable charges must need to pay by the client otherwise client will not get their software activated. If the software can’t be activated then Spider Technology is not responsible for that.
2.6 DELIVER & SELL: Software or Product once Sold will not be taken back in any situations or in any conditions. Spider Technology will not give any type of refund of Software Price in any situations or any conditions. Client here agrees that he/she will not get any kind of refund of the software price paid by him /her in any situations or conditions. Client here agrees that he/she will not ask for any refund of software price paid by him/her.
2.7 SERVICES: There will be no any after sales services given. If any problem occurs and client want the service then client have to come at our office with their devices. And then the service will be given by taking the charge. So the appropriate cost will be applied to the services. The Service will be given or not will be decided by the Spider Technology.
2.8. MARKETING: Client hereby grants Spider Technology the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Spider Technology and a brief scope of services provided.
2.9: LIMITATION OF LIABILITY: Under any circumstances shall Spider Technology, its contracted providers, officers, agents, or anyone else involved in creating, producing, or distributing Client’s Product be not liable for any SOFTWARE SELLS AGREEMENT direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Product; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Client’s records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on system. THE TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT) WILL BE OF CLIENT, NOT OF Spider Technology.
2.10: DISCLAIMER: Spider Technology MAKES NO WARRANTY OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES. THE SOFTWARE CANNOT BE APPLIED DUE TO A PROBLEM WITH CLIENT’S HARDWARE OR MAJOR HARDWARE OR TO THE DYSFUNCTION OF ITS OPERATING SYSTEM OR ITS OPERATING SYSTEM BEING INFECTED WITH A VIRUS. BUYER MUST HAVE TO PURCHASE A NEW LICENSE. IT IS IMPOSSIBLE FOR THE SOFTWARE OR FUNCTION TO MEET THE SPECIAL NEEDS OF CLIENT. DUE TO THE FEATURES OF THE COMPUTER SYSTEM, BUYER SHOULD PROMPTLY BACK UP IMPORTANT DATA. IF CLIENT SUSTAINS A LOSS OF DATA BECAUSE OF ITS FAILURE TO BACK UP THE DATA, Spider Technology CANNOT PROMISE TO RETRIEVE THE DATA.
CLIENT INDEMNITY: Client agrees that it shall defend, indemnify, save and hold Spider Technology harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees, (collectively “Liabilities”) asserted against Spider Technology, its contracted providers, agents, Clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to the performance of any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless Spider Technology against Liabilities arising out of (i) any injury to any person or property caused by any products sold or otherwise distributed in connection with the Product; (ii) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; or (iii) copyright infringement and/or litigation regarding content-related disputes. THERE WILL NOT BE ANY LEGAL ACTION CAN BE TAKEN ON SPIDER TECHNOLOGY BY THE CLIENT.
WAIVER: Neither party shall be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.
TERMINATION: SPIDER TECHNOLOGY MAY TERMINATE OR CHANGE THIS AGREEMENT WITHOUT ANY NOTICE TO CLIENT. ALL RIGHTS ARE RESERVED TO SPIDER TECHNOLOGY. THERE WILL NOT BE ANY LEGAL ACTION CAN BE TAKEN ON SPIDER TECHNOLOGY BY THE CLIENT.
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions. The SPIDER TECHNOLOGY can make any changes in this rules and agreement, client should obey them. All the attachments to this document will be applicable to the client.
IN WITNESS WHEREOF, Spider Technology and Client have executed this Agreement effective as of the date of software purchase.