1. Acceptance of Terms and Conditions
1.1 1.1 This End User License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and 135 Tech Labs Pvt. Ltd, a company registered under companies act 1956 having registered office in -1 floor, East wing, DHFLVC silicon towers, Kondapur, Hyderabad, 500 084 ("Company") regarding the use of Company's software development kit entitled 135 ACE SDK, which may include user documentation provided in "online" or electronic form, object code, interface declarations, assemblies, and sample source code (the "Software"). By filling in the user information and clicking the button marked "Agree", you agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "AGREE" BOX. YOU WILL NOT BE PROVIDED THE SOFTWARE UNLESS AND UNTIL YOU HAVE AGREED TO BE BOUND BY THESE TERMS.
2. Grant of License Company grants to you:
2.1 A nonexclusive, nontransferable, worldwide, royalty-free right and license to use, copy and distribute the Software in conjunction with the distribution of your own products (the 'Products') and
2.2 A nonexclusive, nontransferable, worldwide, royalty-free right and license to use the relevant and necessary components of the Software solely to incorporate the Software into the Products.
3. Proprietary Rights
3.1 Company and its licensors own, and shall retain ownership of, all right, title, and interest to the Software, including, without limitation, all copyrights and other intellectual property rights therein. Without limiting the foregoing, the Software is protected by India’s copyright laws and international treaty provisions. Therefore, you may not use, copy, or distribute the Software without authorization.
4. RestrictionsYOU MAY NOT
4.1 Modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Software, except that you may modify and create derivative works based upon the sample source code included within the Software (the 'Sample Code') and distribute the modified Sample Code in connection with the Product.
4.2 Distribute, sell, lease, rent, lend, or sublicense any part of the Software to any third party except as expressly provided herein and as necessary to distribute the Product.
4.3 Use the Software to develop software to upload or otherwise transmit any material containing software viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware.
4.4 You may not represent that the Products are certified or otherwise endorsed by Company. You may not use the Company name or any other trademarks or service marks of Company in connection with the Products.
4.5 You will not receive any support or subscription services for the Software or any services from Company in connection with the Software, except as expressly provided in this Agreement.
5.1 Discloses that third parties may be using cookies, web beacons, and other technologies to collect information, including without limitation, the first and last name and photographs of your end users and their contacts, in connection with ad serving through the Software (provided that last names will never be used in any ads) and
5.2 Permits your end users to opt-out of tailored ad content.
6.1 You agree to maintain the confidentiality of any proprietary information received by you during, or prior to entering into, this Agreement, including, without limitation, the Software, that you should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information ('Confidential Information') for a period of five (5) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information. You agree not to use said Confidential Information for any purpose except as necessary to fulfill your obligations and exercise your rights under this Agreement. You shall protect the secrecy of and avoid disclosure and unauthorized use of the Company's Confidential Information to the same degree that you take to protect your own confidential information and in no event less than reasonable care.
7.1 You agree to defend, indemnify and hold harmless Company, and any of its directors, officers, employees, affiliates or agents, from and against any and all claims, losses, damages, liabilities and other expenses (including attorneys' fees), arising from your use, modification and distribution of the Software or breach of this Agreement.
8. Term and Termination
8.1 This Agreement shall continue as long as you are in compliance with the terms specified herein or until otherwise terminated. You and or Company may terminate this Agreement for any reason at any time. You agree, upon termination, to destroy all copies of the Software within your possession or control. The Confidentiality, Indemnification, No Warranties, Limitation of Liability, and Governing law and venue sections set out in this Agreement shall survive any termination of this Agreement.
9. NO WARRANTIES
9.1 YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. THE SOFTWARE IS PROVIDED 'AS IS' WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY
10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT 135 TECH LABS PRIVATE LIMITED, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT 135 TECH LABS PRIVATE LIMITED OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
11. Controlling Law and Jurisdiction
11.1 These Terms and any action related thereto will be governed by the laws of India and Jurisdiction of Hyderabad, India.
12.1 Should you have any questions concerning this Agreement, or if you desire to contact Company for any reason, please direct all correspondence to firstname.lastname@example.orgI HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.