License Agreement

Spurtcommerce license agreement

This AGREEMENT is made effective on the date of the purchase of the software between Piccosoft Software Labs India (P) Limited, a Privately registered Company (hereinafter referred to as “Licensor"), and the purchaser of the software/ product (hereinafter referred to as "license").

https://facebook.com/spurtcommerce

https://twitter.com/spurtcommerce

https://www.linkedin.com/groups/146360/profile

https://www.youtube.com/user/spurtcommercecommerce

Licensor is a web and mobile product based organization engaged in the business of developing and marketing Spurtcommerce, a web and mobile solution for eCommerce business. license now wishes to obtain 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 license, subject to the terms and conditions set forth herein. Adopting the smart Node JS for eCommerce business or converting an existing eCommerce websites that are built with other technologies, into a Node JS one, can bring this sudden marked burst in eCommerce business and increase its activity, by making the website speedier. THEREFORE, with the intent to be legally bound, the parties hereby agree as follows:

Definitions

As used in this Agreement, the following capitalized terms shall have the definitions set forth below: "Derivative Works" are works developed by license, 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. Derivative Works may be any improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a preexisting work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a preexisting work. "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 including Software/ Source Code annotations and other descriptions of the principles of its operation 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, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, 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 license, and license hereby accepts the worldwide, non-exclusive, perpetual, royalty-free rights and licenses set forth below: (i)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 license's own software) on one domain only, solely for the own personal or business use of the license. However, the License does not authorize the license to compile, copy or distribute the said Software or its Derivative Works. (ii)On purchase of the license, you shall get access to life time upgrades. However, that shall be only for the upgrade of your existing eCommerce Application, built on Spurtcommerce. you shall be able to upgrade your existing eCommerce Applications built on older version of Spurtcommerce, to the newer version. However, one license of 'Developers Lite' Edition or 'Pro' Edition, shall be used for one domain only. For every new domain, you shall buy a new license. (iii)The right and license does not authorize the license to share any backup or archival copies of the Software and / or the Source Code and Documentation on any public internet space including github, stackoverflow etc . The license must ensure that the backup are not accessible to any other person and the license must prevent copying / use of source code by any unauthorized persons. (iv)The right and license does not authorize the license to migrate the domain license to another domain. (b)Scope; Rights and Responsibilities. (i)Licensor shall enable the license to download one complete copy of the Software. (ii)The Software is intended for the sole use of the license in development of its own website/ mobile app. (iii)license 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. license should not place the Software on a server so that it becomes accessible via a public network such as the Internet for distribution purposes. In case the license is using any source code management system like github, it can use the code there only when it has paid subscription from such management system. (iv) In case the license purchases the module and allow the third party development agency to customize as per its need, it is at liberty to do so subject to the condition that the license as well as the Agency are not authorized to sell the modified version of the extension. Except for the required customization purposes, license is not authorized to release the Source Code, Derivative Work source code and/or Documentation to any third party, which shall be considered as violation of the Agreement, inter-alia entailing forthwith termination and legal action. (c)Ownership. (i)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. (ii)Derivative Works. As creation of Derivative Works by the license is prohibited, thus, all right, title, copyright, and interest in any and/or all Derivative Works and Improvements created by, or on behalf of, license will also be deemed to the property of Licensor. Licensor shall be entitled to protect copyright / intellectual property in all such Derivative Works and Improvements also in any country as it may deem fit including without limitation seeking copyright and/or patent protection.

Consideration

license shall pay to Licensor the amount as mentioned on the website from where the order is placed, as one-time, upfront fees in consideration for the licenses and rights granted hereunder (hereinafter referred to as the "License Fee"). The License Fee to be paid by license shall be paid upfront at the time of placing the order, and no credit will be allowed under any circumstances.

Once paid, the License Fees shall be non-refundable. The license has fully satisfied itself about the Software and has seen the demonstration, and only thereafter has placed the order. Thus, the License Fees or any part thereof is non-refundable. No claim for refund of the license Fees shall be entertained under any circumstances.

Representations and Warranties.

B2B We and our service providers use Personal Information for legitimate purposes, including the following:

(a)Mutual. Each of the parties represents and warrants to the other as follows. (i)such party is a legal entity duly organized, validly existing and in good standing; (ii)such party has the power and authority to conduct its business as presently conducted and to enter into, execute, deliver and perform this Agreement. (iii)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; (iv)the acceptance, execution, delivery and performance of this Agreement does 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: 1. 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; and 2. Software add-ons, if purchased by the license 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 license hereunder does not, and will not infringe any third party's property, intellectual property or personal rights.