Magento Plugin Software License Agreement
This Magento Plugin Software License Agreement (“Agreement”) for use of the Software (as defined below) is entered into between Embitel Technologies India Private Limited (“Embitel”) and you, on behalf of yourself and the organization you represent, if any (“Licensee”). If you are accepting on behalf of an organization, do not install or access this Software unless you are authorized to represent that organization.
- Effective Date.
- The Software.
- No Support.
- Governing Law and Jurisdiction.
This Agreement is effective on and from the date Licensee first installs or accesses the Software (“Date”).
(a) Generally. Under this Agreement, Licensee may use Embitel’s Magento Plugin software offering(s) made available with or through this Agreement along with its source code and any associated documentation (collectively referred to in this Agreement as the “Software”) for the limited uses described in this Agreement.
(b) Software License. Subject to the terms of this Agreement, Embitel grants to Licensee a non-exclusive, non-sublicensable, non-transferable, limited license to download and install plugin only on a single production Magento installation and use the Software, including (i) for Licensee’s personal or internal business purposes and (ii) to develop materials, so long as Licensee does not modify or distribute any component of the Software or include any component of the Software in the materials Licensee develops. Multiple installations of the Software would require additional licences by Embitel. Licensee shall ensure that any materials Licensee develops using the Software shall not violate (A) applicable laws, (B) Embitel’s or any third party’s rights, or (C) any Embitel policies that Embitel notifies Licensee of. Licensee retains title, ownership and all rights to any materials Licensee develops. In addition to a single production Magento installation, the agreement allows installing the Software on a development and/or staging Magento environment.
(c) Use Restrictions. Licensee will not, and will not allow End Users or third parties under its control to: (i) copy , modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Software (except to the extent such restriction is expressly prohibited by applicable law); (ii) sublicense, transfer, or distribute the Software (in whole or parts thereof); (iii) sell, resell, or otherwise make the Software available to a third party as part of a commercial offering; or (iv) use the Software in violation of this Agreement. For the purpose of this Agreement, “End User” means, if Licensee is an organization, an individual that Licensee permits to use the Software.
(d) Third Party and Open Source Components. Third party components (which may include open source software) and other open source components of the Software may be subject to separate license agreements. To the limited extent a third party license or open source license expressly applies to a component of the Software, that license supersedes this Agreement and governs Licensee’s use of that component. In addition, Licensee may be required to procure and utilize certain third party software to utilize the Software.
Embitel and its suppliers and licensors, if any, will own all right, title and interest to the Software. All rights not expressly granted in this Agreement are reserved by Embitel.
The Software is provided on an “as is” basis as on the Effective Date and Embitel is not obligated under this Agreement to provide any technical support for the Software including providing periodic updates.
Licensee agrees to hold harmless and indemnify Embitel, its employees, agents, and representatives, from and against any third party claim related to Licensee’s use of the Software or other activities under this Agreement.
Notwithstanding anything to the contrary in this Agreement:
(a) The Software is provided “as is” and to the fullest extent permitted by applicable law, Embitel does not make any warranties of any kind with respect to the Software (including any SLAs), whether express, implied, statutory, or otherwise, including warranties of non-infringement or error-free or uninterrupted use of any component of the Software;
(b) Embitel will not be liable under this Agreement or with respect to the Software for lost revenues or indirect, special, exemplary, or punitive damages;
(c) Licensee is responsible for protecting Licensee, Licensee’s property and data, and others from any risks caused by the Software.
ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED EMBITEL PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) WILL BE GOVERNED BY THE LAWS OF THE REPUBLIC OF INDIA AND SUBJECT TO THE JURISDICTION OF COURTS AT BANGALORE, KARNATAKA, INDIA.
Except for the rights expressly granted in this Agreement, each party retains all rights it would have independent of this Agreement. All legal notices must be in English, in writing (including email), and addressed to the other party’s primary contact, which for Embitel is firstname.lastname@example.org. Licensee shall not assign this Agreement without the prior written consent of Embitel. This Agreement states all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter. Embitel reserves the right, at its sole discretion, to modify or replace this Agreement at any time, after providing at least 30 days’ notice prior to any new terms taking effect. Continued acceptance of the Software by the Licensee after the changed terms have taken effect will constitute acceptance by the Licensee of such changed terms. Any use of “including” in this Agreement means “including but not limited to.” If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.