Licence Agreement

IMPORTANT: Please read this License Agreement (the “Agreement”) carefully before clicking the “I AGREE” button, downloading or using software product (the Software). By clicking the “I AGREE” button, downloading or using the Software, you are agreeing to be bound by the terms and conditions of this license agreement. If you do not agree to the terms of this Agreement, do not click on the “I AGREE” button and do not download or use the software.

This AGREEMENT is made effective on the date of the purchase of the software between Neabid and the one purchasing the software/product.

Unless you have a different license agreement signed by Neabid, your use of the Software indicates your acceptance of this Agreement and its terms.


LICENSE

  1. License

 Neabid hereby grants the Customer a non-exclusive and non-transferable license to use the Software without the authority to sub-license and as further stipulated under this Agreement. Software is provided in the version available during the moment. The Customer shall be entitled only to those rights with respect to the Software that are granted through this Agreement.

  1. Number of Installations

The Agreement entitles the Customer to use a single copy of the Software on a single production installation, for personal or business use. A separate software license must be obtained for each production installation.

  1. Pre-conditions

The License rights will take effect after (a) the License Fee and/or Subscription Fee, if the Software is provided via a subscription model, is received by Neabid and the respective Software is downloaded, but (b) in case of free products (including during any free trial period) after the respective Software is downloaded. By receiving and opening the file package and/or using any Software product developed, licensed or sold by Neabid, the Customer agrees that this Agreement is a legally binding and valid contract and agrees to be bound by it. The Customer agrees to abide by the applicable intellectual property and other relevant laws and the terms and conditions of this Agreement.

  1. Restrictions

One copy of the Software created or transferred with adherence to this Agreement is licensed, not sold, and the Customer receives no title to or ownership of any copy or of the Software itself. Furthermore, the Customer receives no rights to the Software. Without limiting the generality of the foregoing, the Customer will not:

– Modify or create derivative works from the Software, except where it is done for personal use or business needs only and in respect of single production installation.

– Distribute or sublicense the Software.

– Use the Software for service bureau, hosting, time-sharing, or similar purposes or in any other way enable third parties to exploit the Software (this paragraph will not restrict the rights of the Customer to allow its customers to use the Software as part of the end product delivered by the Customer to its customers and where it is needed to access or use the end-product delivered by the Customer to its customers).

– Reverse engineer, disassemble, decompile, or otherwise attempt to derive any of the Software’s source code, except where it is done for personal use or business needs only and in respect of single production installation.

– Place the Software in whole or partially on a server making its source code (except stylesheet (css/less), javascript and images) accessible for viewing, copying or downloading via a public network such as the Internet, including, placing the Software in publicly accessible repositories (e.g. free Github account).

– Assign, sublicense, rent, lease, sell or distribute the Software (or any portion thereof) in any other way to any third parties.

– Modify, make error correction, translate, or create derivative works from the Software, incorporate the Software (or any portion thereof) into or with other software, always subject to additional License and License Fee for each production installation.

– Remove any Software identification, proprietary, copyright or other notices contained in the Software.

– Install the same copy of the Software on more than one production installation.

– Sell or alienate any device on which the software is installed or stored as backup before deleting all copies of the Software.

  1. Exceptions

The following exceptions to the restrictions listed above shall apply:

– The Customer shall be entitled to add the Software and work with it via the Customer’s version control system (SVN, GIT, or similar), except if it provides public access to the source code of the Software, other than stylesheet (css/less), javascript and images.

– Several copies of Magento installed on a respective number of different web servers, which are combined into a single load-balanced environment is considered to be a single installation.

– In addition to a single production installation, the Agreement allows installing the Software on a development and/or staging Magento environment.


FEES AND PAYMENTS

  1. Fees

The Customer shall pay Neabid depending on the intended use of Software and Services:

  1. License Fee(a one-time payment for the License as described above) – The License does not include provision of any maintenance and support services, and other services indicated in the website neabid.com or agreed between the parties, including any Upgrades to the Software . The Customer will have access to the Services for 30 days after the payment for the License or start of the Free Trial Period (if applicable) at no additional cost; after this, a Support Fee must be paid separately to use the Services.
  1. Support Fee – It is a periodic fee for provision of the Services for a period as agreed between the Parties
  1. Subscription Fee – It is a periodic payment for the License to Software and for the use of Services during the Subscription period. The end of the Subscription period terminates the right to use the Software (License) and the provision of any Services including any
  2. Payments– The License Fee shall be paid prior to the Software is downloaded. When the Software is provided on a subscription model, payment for the first subscription period will be made before the Software is downloaded. Payments for any subsequent subscription periods, as indicated in respect to each license at com will be made not later than on the last day of every subscription period. The Company is entitled to grant a grace period on payment of Subscription Fee in case the Customer fails to make a timely payment. Such grace period cannot be provided for the payment for the first subscription period.
  1. Any other payment by the Customer with adherenceto this Agreement shall be due within 30 days after the date of the respective invoice (including any penalties or payment of additional License Fee/Subscription Fee in case the Software is used for more than one production installation in breach of this Agreement).


COPYRIGHT RESTRICTIONS

The Software comprises proprietary copyrighted material. It is prohibited for the Customer to create any derivative works or other works based upon or derived from the Software in whole or any part of it for commercial or non-commercial distribution purposes, without written permission from Neabid. Neabid retains all title and interest in and to the Software, along with related documentation and upgrades. All rights not expressly granted by this Agreement are reserved for Neabid. The Customer recognizes that the Software and its components are protected by copyright and other laws.


CONFIDENTIALITY

  1. ConfidentialInformation – The Software and related documentation (including user manuals etc.) as well as any other information provided by Neabid and marked or designated as ‘confidential’ comprises confidential proprietary information of The Customer is not entitled to disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Neabid, unless otherwise required under the applicable laws by the relevant authorities. The Customer shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information.
  2. Exceptions – The Confidential Information does not include information that (a) becomes public, before or after disclosure, other than as a result of the Customer’s improper action or inaction; or (b) is approved for release in writing by Neabid.
  3. Injunction – The Customer agrees that any breach of the confidentiality agreement will cause Neabid irreparable harm, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Neabidwill be entitled to injunctive relief against such breach or any threatened breach.
  4. Termination and Return – With respect to the Confidential Information, the obligations owill terminate 10  years after the date of disclosure. Upon termination of this Agreement, Recipient shall return all copies of the Confidential Information to Neabid or attest it’s destruction in writing.
  5. Retention of Rights – This Agreement does not transfer ownership of the Confidential Information or grant a license thereto. Neabid by Brainiumk Information Technologieswill retain all right, title, and interest in and to all Confidential Information.

 


WARRANTY

To the extent permitted by applicable law, the Software is provided to the Customer “AS IS” without any warranty, either express or implied, that the Software usage will be uninterrupted and that all errors have been or can be eliminated from the Software or in respect of a particular purpose. The sole liability of Neabid for any breach of this warranty shall be, in sole discretion of Neabid, to use commercial efforts to provide the Customer with an error correction or workaround which corrects the reported nonconformity, to provide the Software upgrades with corrected errors for the upcoming Software release or service pack or if Neabid determines such remedies to be impracticable within a reasonable period of time, to terminate the Agreement and refund License Fee and/or Subscription Fee for the last subscription period. The above warranty excludes any defects resulting from abuse, accident, unauthorized repair, modifications or enhancements, or misapplication. Upgrades will be provided only to the Customers that have paid the License Fee within 30 days after the payment, or within the Free Trial Period (if applicable), or during the provision of Services, or during Subscription Period, at no additional cost. The Customer agrees to promptly install Upgrades as requested by Neabid.


Warranty Exceptions

The limited warranty shall not apply to warranty claims arising out of or relating to:

– Modification of the Software made by anyone other than Neabid.

– Use of the Software in combination with any operating system not authorized in the respective specifications or other documentation or with hardware or software specifically forbidden by the respective specifications or other documentation.

– Defects in the Software due to accident, abuse or improper use.


LIMITATION OF LIABILITY

Neabid 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 Customer or User or any other person for cost of software, cover, recovery or recoupment of any investment made by the Customer 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 Neabid, arising out of or in connection with this Agreement or the transactions contemplated hereby will not exceed at any time, or under any circumstances, the total amounts received by Neabid from the Customer in connection with the particular software giving rise to the claim.


SOFTWARE USE AND MONITORING

 

  1. As long as the Software is used by the Customer, Neabidwill be entitled to monitor the Customer’s technical use of the Software (excluding Customer‘s personal data), if there are reasonable suspicions that the Customer may use the Software contrary to the provisions of this Agreement.

If Neabid, discovers unauthorized use, reproduction, distribution, or other exploitation of the Software, the Customer shall pay to Neabid the License Fee for each such unauthorized use, reproduction, distribution, or other exploitation of the Software contradictory to this Agreement and/or pay Neabid three months Subscription Fee, if the Software is provided on a subscription model, for each such unauthorized use, reproduction, distribution, or other exploitation of the Software contradictory to this Agreement and pay a contractual penalty in decided amount for each breach for each such unauthorized use, reproduction, distribution, or other exploitation of the Software contradictory to this Agreement, and in case the Software is provided on a subscription model.


AMENDMENTS TO THIS AGREEMENT

Neabid reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, Neabid will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at sole discretion of Neabid. The continued use of the Software by the Customer after the changes have been published by Neabid will constitute the acceptance by the Customer of the changed terms.


TERMINATION

Neabid may terminate this Agreement for any reason or no reason in its sole discretion. Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of the License in which case the Customer shall immediately cease use of the Software and destroy all copies of the Software supplied under this Agreement. Such termination shall not oblige Neabid to return any amounts received from the Customer adhering to the Agreement.

The Customer shall be entitled to terminate this Agreement at any point by destroying all copies of the Software. If the Software is provided on a subscription model, the Customer shall also unsubscribe from using the Software.

The financial obligations incurred by the Customer shall survive the expiration or termination of the License.


MISCELLANEOUS

Notices

Notices to the Customer pursuant to this Agreement shall be sent to the addressees indicated by the Customer when purchasing the Software, to the registered addresses or to such others as the Customer may provide in writing. Notices to the Vendor adhering to this Agreement shall be sent to the addresses indicated by the Vendor on the website neabid.com to the registered addresses or to such others as either party may provide in writing. Such notices will be received at such addresses upon the earlier of (a) actual receipt or (b) delivery in person, by email with confirmation of receipt, or by certified mail return receipt requested. We reserve the right to send notices following Customer purchasing the Software and any other critical updates related to Software use.


Force Majeure

No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labour disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.


Assignment

The Customer may not assign this Agreement or any of its rights or obligations hereunder without the express written consent of Neabid.


Severability

To the extent permitted by the applicable laws, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfil its intended purpose to the maximum extent permitted by the applicable laws, and the remaining provisions of this Agreement will continue in full force and effect.


No Waiver

Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.


Entire Agreement

This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

This document is an electronic record in terms of Information Technology Act, 2000 and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.