License Agreement

Effective August 16, 2023

EXTNUKE.com is a web platform owned and operated by Imbibe Technologies Private Limited (Imbibe Tech), a limited liability company incorporated under the laws of Republic of India, with its principal place of business at Plot No. 180, HSIIDC, Sector – 3, Karnal – 132001, Haryana (hereinafter referred to as “we”, “us”, or, “our”).

THIS DOCUMENT IS A LEGAL AGREEMENT (the “Agreement”) BETWEEN IMBIBE TECHNOLOGIES PRIVATE LIMITED (“We,” “Us”) AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT (“You”) IN RELATION TO EVERY PRODUCT OR SERVICE GENERALLY MADE AVAILABLE THROUGH EXTNUKE.COM (the “Software”).

RIGHTS GRANTED HEREIN APPLY ONLY TO SOFTWARE FOR WHICH YOU’VE PAID THE APPLICABLE FEE.

BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF AS YOU HAVE NO RIGHTS TO DO SO. THE SOFTWARE IS PROTECTED BY INDIAN COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.

THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS AND RESTRICTIONS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.

  1. DEFINITIONS
    1. “Application” means any software, application, or elements that Your Designated Users develop using the Software or Modifications in accordance with this Agreement; provided that any such Application (i) must have substantially different functionality than the Software, and (ii) must not allow any third party to use the Software, or any portion thereof, for software development or application development purposes.
    2. “Designated User” shall mean a single distinct person for whom You have purchased a license to use the Software, whether such person is an employee acting within the scope of their employment with You or Your consultant or contractor acting within the scope of the services they provide for You. A Designated User can be replaced with a new Designated User only after being a Designated User for a minimum of six (6) months.
    3. “End User” means an end user of Your Application who acquires a license solely for their own internal use and not for distribution, resale, user interface design, or software development purposes.
    4. “Modification” means: a) any addition to or deletion from the contents of a file included in the original Software or previous Modifications created by You, and/or b) any new file that leverages any part of the original Software or previous Modifications.
    5. “Sample Code” means sample source code included with the Software and designated as “sample code,” “samples,” “sample application code,” “stencils,” “app templates,” and/or “snippets,” and/or found in directories labeled “samples” or “examples”.
  2. LICENSE GRANTS
    1. Use Grant. Subject to the payment of the fee required, and subject to Your compliance with all of the terms and conditions of this Agreement, We grant to You a revocable, non-exclusive, non-transferable, non-sublicensable, perpetual right and license (i) for Designated User(s) to use the Software to create Modifications and Applications; (ii) for You to distribute the Software and/or Modifications to End Users solely as integrated into the Applications; and (iii) for End Users to use the Software as integrated into Your Applications.
    2. Sample Code. You may modify the Sample Code solely for the purposes of designing, developing and testing Applications. You are permitted to use, copy and redistribute Your modified Sample Code only if all of the following conditions are met: (a) You include Our copyright notice (if any) with Your Application, including every location in which any other copyright notice appears in such Application; (b) You do not otherwise use Our name, logos or other of Our trademarks to market Your Application, unless otherwise agreed by Us in writing; and (c) each Designated User is duly licensed to use and distribute any of Our products that may be included in an application using and/or generated by the Software.
  3. OWNERSHIP
    This is a license agreement and not an agreement for sale. We reserve ownership of all intellectual property rights inherent in or relating to the Software, which include, but are not limited to, all copyright, patent rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how) and all rights other than those expressly granted by this Agreement.

    We may provide You with source code to the Software so that You can create Modifications and Applications. While You retain all rights to any original work authored by You as part of the Modifications, We continue to own all copyright and other intellectual property rights in the Software.

    You must not remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection with the Software.
  4. PROHIBITED USES OF THE SOFTWARE
    You may not redistribute the Software and / or Modifications other than by including the Software or a portion thereof within Your Application. You may not redistribute the Software and / or Modifications as part of any Application of which all or any part can be described as a development toolkit or library, an application builder, a website builder, a user interface designer, a forms builder, or is intended for use by software, application, or website developers or designers. You may not redistribute any part of the Software documentation. You may not change or remove the copyright notice from any of the files included in the Software and / or Modifications.

    UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE FOR AN APPLICATION THAT IS INTENDED FOR SOFTWARE OR APPLICATION DEVELOPMENT PURPOSES.

    You are required to ensure that the Software is not reused by or with any applications other than those with which You distribute it as permitted herein. For example, if You install the Software on a customer’s server, that customer is not permitted to use the Software independently of Your Application, and must be informed as such.
  5. RESTRICTIONS
    You are expressly prohibited from:
    1. Reverse Engineering. You are hereby expressly prohibited from Reverse engineering, decompiling, disassembling, or otherwise attempting to extract the source code of the Software.
    2. Removal of Notices. You are hereby expressly prohibited from removing or altering any copyright, trademark, or proprietary notices from the Software.
    3. Use in Prohibited Content. You are hereby expressly prohibited from using the Software for any purpose that is illegal, harmful, defamatory, or in violation of any applicable laws or regulations.
  6. TERMINATION
    This Agreement and Your right to use the Software and / or Modifications will terminate immediately if You fail to comply with any of the terms and conditions of this Agreement. Upon termination, You agree to immediately cease using and destroy the Software or Modifications, including all accompanying documents. The provisions of sections 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive any termination of this Agreement.
  7. UPDATES AND SUPPORT
    We may provide updates, bug fixes, and technical support for the Software at our discretion. These updates are provided as long as you are in compliance with the terms of this Agreement. We reserve the right to charge additional fees for premium support or updates beyond those included with the initial purchase.
  8. DISCLAIMER OF WARRANTIES
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR RESELLERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE OR THE CODE IT PRODUCES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO.
  9. LIMITATION OF LIABILITIES
    IN NO EVENT WILL WE, OUR SUBSIDIARIES, OUR AFFILIATES, OR OUR LICENSORS BE LIABLE TO YOU, WHETHER IN CONTRACT, BY REASON OF NEGLIGENCE OR OTHERWISE, FOR PUNITIVE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF OR INABILITY TO USE THE SOFTWARE, OR NON-PERFORMANCE OF ANY OBLIGATIONS PROVIDED HEREUNDER, OR IN CONNECTION WITH ANY CLAIM ARISING FROM THIS AGREEMENT, EVEN IF WE, OUR SUBSIDIARIES, OUR AFFILIATES, OR OUR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. YOU AGREE THAT OUR ENTIRE LIABILITY HEREUNDER FOR DAMAGES SHALL NOT EXCEED THE LESSER OF (I) THE AGGREGATE AMOUNTS PAID OR PAYABLE BY YOU WITHIN THE SIX MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE LIABILITY THAT GAVE RISE TO DAMAGES WAS INCURRED; AND (II) FIVE HUNDRED DOLLARS ($500).
  10. VERIFICATION
    We or a certified auditor acting on Our behalf, may, upon Our reasonable request and at Our expense, audit You with respect to the use of the Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Your place of business. Any such in-person audit shall be conducted during regular business hours at Your facilities and shall not unreasonably interfere with Your business activities. We shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that You are using the Software in a way that is in material violation of the terms of this Agreement, then You shall pay Our reasonable costs of conducting the audit. In the case of a material violation, You agree to pay Us two times any amounts owing that are attributable to the unauthorized use plus a legalization fee. In the alternative, We reserve the right, at Our discretion, to terminate the licenses for the Software, in addition to any other remedies available under law. This Section shall survive expiration or termination of this Agreement for a period of two (2) years.

    We will collect information about Your use of the Software for auditing purposes and to improve Our products and services. For more information about Our collection, use and disclosure of personal data, please review Our Privacy Policy at extnuke.com/privacy-policy.
  11. PAYMENT AND TAXES
    If credit has been extended to You by Us, all payments under this Agreement are due within thirty (30) days of the date We mail an invoice to You. If We have not extended credit to You, You shall be required to make payment before the delivery of the Software by Us. Any value added tax, use tax, sales tax or similar tax (“Transaction Taxes”) shall be Your sole responsibility. Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments); provided that You shall be responsible for all Transactions Taxes and shall pay or reimburse Us for the same upon invoice. Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original withholding tax certificates. Notwithstanding the foregoing, Software ordered through Our resellers is subject to the fees and payment terms set forth on the applicable reseller invoice.
  12. MISCELLANEOUS
    1. Limitations. The license granted herein applies only to the version of the Software available when purchased in connection with the terms of this Agreement, and to any updates and/or upgrades to which You may be entitled. Any previous or subsequent license granted to You for use of the Software shall be governed by the terms and conditions of the agreement entered in connection with purchase or download of that version of the Software. Support and maintenance, including rights to updates and upgrades, are provided pursuant to the terms of the ExtNuke Support and Maintenance Agreement. You agree that You will comply with all applicable laws and regulations with respect to the Software, including without limitation all export and re-export control laws and regulations.
    2. Support Services. While redistributing the Software or Modifications thereof as part of Your Application, You may choose to offer acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this Agreement. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on our behalf. You shall indemnify Us and our resellers, or at Our option, defend Us and our resellers against any claim, suit or proceeding brought against Us or our resellers (i) arising by reason of Your accepting any such support, warranty, indemnity or additional liability; or (ii) arising out of the use, reproduction or distribution of Your Application, except to the extent such claim is solely based on the inclusion of the Software therein. Further, You agree only to distribute the Software pursuant to an enforceable written agreement for Our benefit that includes all the limitations and restrictions of this Agreement and is as protective of Us and the Software as is this Agreement. For clarity, for the Software for which You have paid a fee, You must purchase Designated User licenses for each contractor or consultant who uses the Software to create an Application on Your behalf (including system integrators), whether or not such contractor or consultant has its own license to the Software.
    3. Consent. You agree to be identified as a customer of Ours and You agree that We may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in our marketing materials and web site.
    4. Assignment. You may not assign or transfer this Agreement without Our prior written consent. Any attempted assignment or delegation in violation of this Section shall be null and void. This Agreement may be assigned by Us in whole or part and will inure to the benefit of Our successors and assigns. Notwithstanding the foregoing, in any instance in which You transfer ownership of an Application on a work for hire basis, You may assign licenses for the total Designated Users that have used the Software to develop said Application under this Agreement to another party (Assignee) provided (i) You provide written notice to Us prior to the effective date of such assignment; and (ii) there is a written agreement, wherein the Assignee accepts the terms of this Agreement. Upon any such transfer, the Assignee may appoint new Designated Users.
    5. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No oral or written information given by Us, Our resellers, or otherwise on Our behalf shall create a warranty or collateral contract, or in any way increase the scope of this Agreement in any way, and You may not rely on any such oral or written information. Any waivers or amendments shall be effective only if made in writing. Further, any different or additional terms of any related purchase order, confirmation, or similar form shall have no force or effect. The license granted herein is conditioned upon the acceptance of the terms and conditions hereof to the exclusion of all other terms, and no other or additional terms shall apply, unless so provided in writing signed by the parties hereto. You expressly agree by Your use of the Software that no such other, different or additional terms or conditions shall apply, notwithstanding any statements to the contrary included in any purchase order, confirmation, or similar form, and regardless of whether we accept payments referenced therein which shall not constitute acceptance of additional terms and conditions.
    6. No Implied License. There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Us and our licensors. In addition, no licenses or immunities are granted to the combination of the Software and/or Modifications, as applicable, with any other software or hardware not delivered by Us or Our resellers to You under this Agreement. Your rights under this Agreement apply only to Software, Modifications, and/or Applications for which all Designated Users are duly licensed hereunder.
    7. Legal Effect. If any provision in this Agreement shall be determined to be invalid, such provision shall be deemed omitted; the remainder of this Agreement shall continue in full force and effect. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect. The failure of either party to enforce any provision of this Agreement may not be deemed a waiver of that or any other provision of this Agreement.
    8. Applicable Law. This Agreement, and all claims or causes of action that may be based upon, arise out of, or relate to this Agreement and/or the Software shall be governed by the law of the State of Haryana, India (notwithstanding conflicts of laws provisions), and all parties irrevocably submit to the jurisdiction of the courts of Karnal, Haryana (India) and further agree to commence any litigation which may arise hereunder or related hereto and/or to the Software in the courts located in the judicial district of Karnal, Haryana, India.
    9. Commercial Computer Software. If the Software or any related documentation is licensed to the U.S. Government or any agency thereof, it will be considered to be “commercial computer software” or “commercial computer software documentation,” as those terms are used in 48 CFR § 12.212 or 48 CFR § 227.7202, and is being licensed with only those rights as are granted to all other licensees as set forth in this Agreement.
    10. Changes to this Agreement. We reserve the right to update and / or modify this Agreement at any time. Any changes will be effective immediately upon posting on EXTNUKE.com. We recommend reviewing this Agreement periodically to stay informed about any updates and / or modifications.

For any questions, concerns, or inquiries related to this License Agreement or the use of the Products, please contact us at [email protected]. Your satisfaction and understanding of your rights and responsibilities under this Agreement are important to us.