MaxTrack End User License Agreement
Important – Please read this software license agreement ("Agreement or License") carefully before attempting to download or use any software, documentation or other materials made available through this web site. This agreement constitutes a legally binding agreement between you or the company which you represent and are authorized to bind (the "License" or "You"), and MaxMobility Pvt Ltd. ("MaxMobility" or "Licensor"). If you do not agree to these terms and conditions, do not download, install or use the software. This agreement does not supersede any written agreement between you and MaxMobility.
- "MaxMobility" means MaxMobility Pvt Ltd and its licensors, if any.
- "Software" or "MaxMobility Software" means only the software program(s) as described in Exhibit A.
- "Source Code" shall include computer programming code or any computer instructions necessary to compile the Software.
- "Derivative Works" means any software programs which are developed by Licensee and which incorporate or contain modifications of any part of Source Code, and including any revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion or any other form in which Source Code, may be recast, transformed or adapted.
- "Documentation" means all end user and developer documentation supplied by MaxMobility for the MaxMobility Software, including subsequent upgradations and updates thereto.
- "Trial Version" means a demo version, so identified, of the Software to be used to review and evaluate the Software only.
- "SaaS application" refers to an application deployed as a hosted service and accessed over the Internet for which a one-time or recurring subscription fees is charged from end users over an arbitrary duration of time.
- "Packaged software product" refers to a single application or suite of commercial apfplications built by you to be used by many customers, businesses or consumers and is installed on the customer's premises or infrastructure.
- "Domain" refers to a top level domain at the highest level in the hierarchical Domain Name System of the Internet e.g, www.domain.com.
- "Sub-domain" refers to a domain that is part of a larger domain e.g, a.domain.com and b.domain.com are two different sub-domains, so are a1.a.domain.com and a2.a1.domain.com.
- "Intellectual Property Rights" means patents, trade or service marks, registered designs or applications for any of the foregoing, copyright, design rights, database right and any other industrial or intellectual property right.
Ownership & License Grant
Subject to the terms and conditions of this Agreement and upon Licensee's full payment of the applicable fees, MaxMobility hereby grants to you, and you accept, a non-exclusive, non-transferable license to use the Software only as authorized below. This License will be registered in the licensee's name, and is effective until terminated as provided below. You may terminate this License by destroying the Software and any copies of the Software in your possession. This License will terminate automatically upon any violation of its terms by you.
This is a license agreement and not an agreement for sale. MaxMobility continues to own the copyright of the Software. Your rights to the Software are specified in this Agreement, and MaxMobility retains all rights not expressly granted to you in this Agreement. This software is protected by copyright laws. Except for the rights expressly granted in this Agreement, this License transfers to you no right, tide, or interest in the Software, or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right in the Software. MaxMobility retains sole and exclusive title to all portions of the Software and any copies thereof. By agreeing to the terms and conditions herein you bind yourself as not to disclose the Software to anyone.
- You are authorized to install and use the Trial Version of Software for the sole purpose of testing its functionality and performance in demonstrations, design time evaluations and running a product tour.
- You are not allowed to integrate it in end products or use it for any commercial or production purpose without prior permission from MaxMobility.
- You are not allowed to use the Trial Version for any application deployment or ultimate production purpose without prior permission from MaxMobility.
- The trial versions of Software may have limited features.
You may NOT, without the prior written permission of MaxMobility:
- Use the software or part of software as part of a SaaS application. MaxMobility SaaS License is required for such usage.
- Use or distribute the Software or part of software as part of a commercial packaged Software product, framework, component, library or plug-in.
- Disassemble, decompile, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of Software, if provided in object code form only.
- Use, copy, modify, or merge copies of the Software and any accompanying documents except as permitted in this Agreement.
- Sell, lease, assign, transfer, sublicense, disseminate, translate, duplicate, reproduce or copy the Software (or permit any of the foregoing) or any information pertaining thereto to any other party.
- Transfer, rent, lease, or sublicense the Agreement.
All title and copyrights in and to the Software (including but not limited to any images, photographs, animation, video, audio, music, text and "SWFs" incorporated into the Software) and the accompanying printed materials are owned by MaxMobility or its suppliers. The software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The software is licensed, not sold. Title to the software shall at all times remain with MaxMobility. You must treat the Software like any other copyrighted material.
You may terminate your account, this Agreement, and your right to use the MaxTrack Service, at any time and for any reason or no reason, by contacting MaxTrack Customer care. Notwithstanding anything to the contrary in this Agreement, MaxMobility retains the absolute right to immediately suspend or terminate your account. If you breach any provision in this Agreement, if you misuse the MaxTrack Service, and/or use the MaxTrack Service in such a manner as to infringe upon the intellectual property rights of MaxTrack or any third party. In addition, MaxMobility reserves the right to terminate your account and this Agreement for any other reason or no reason if MaxMobility gives you at least 30 days advance notice of such termination.
Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you shall immediately cease use and distribution of the Software. You must also destroy all copies of the Software, documentation and demos provided by MaxMobility in connection with this Agreement.
You acknowledge that the Software provided to you pursuant to this Agreement, as well as any modification, enhancement, derivative work and/or extension thereto includes valuable trade secrets of MaxMobility. You agree not to disclose the trade secrets, or any aspect thereof, or any modification, enhancement, derivative work and/or extension thereto, or any aspect thereof, to anyone other than employees or contractors who have a need to know or obtain access to such information in order to support your authorized use of the Software and who are bound to protect such information against any other use or disclosure. You agree to assume full responsibility for such employees' or contractors' use, or misuse, of such disclosed details as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on MaxMobility's information, or approved in writing for release by MaxMobility without restriction.
- The Software may be provided with third-party components or plug-ins or other third-party software. MaxMobility has acquired and conformed to the requisite licenses for such third-party software for incorporating within MaxTrack and warrants that such third-party plug-ins or components will perform substantially in accordance with the expected behavior for a period of thirty (30) days from the date of download. MaxMobility does not warrant that the third-party Software will be error-free and will not be liable for non performance due to any technical problems.
- MaxMobility's and its suppliers' entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty shall be, at MaxMobility’s option, either (a) return of the purchase price paid, or (b) repair or replacement of the defective Software. Software purchased other than directly from MaxMobility shall be returned to the place it was purchased. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original thirty (30) day period.
- Except as expressly set forth in this section 11, MaxMobility and its suppliers disclaim all other warranties, either express or implied, whether arising by statute or otherwise in law or from a course of dealing or use or trade, including, but not limited to, any implied warranties of accuracy, completeness, performance, currency, merchantability or fitness for a particular purpose with regard to the software.
Limitation of Liabilities
MaxMobility's liability, whether in contract, tort, or otherwise, arising out of licensee's use of, or in connection with, the software, or otherwise under this agreement, shall not exceed the amount of the license fee paid by you to MaxMobility. in no event shall MaxMobility or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the software, even if MaxMobility has been advised of the possibility of such damages.
- Relationship of Parties. The parties are independent contractors, and not agents, employees or joint ventures' of one another, and do not have any authority to bind the other party by contract or otherwise to any obligation. Neither party will represent to the contrary, either expressly, implicitly, by appearance or otherwise
- Governing Law. This Agreement will be governed by the law of the State of California, U.S.A., without regard to the conflict of laws principles thereof. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
- Trademark Usage and Publicity. MaxMobility may use Licensee's name and logos in its marketing, promotion and website, as is reasonably necessary to describe and promote MaxTrack software.
- Complete Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.
Upgrades & Updates
You are eligible to receive all Major Upgrades and Minor Updates for the version of the Software that you license hereunder for a period of six (6) months from the date on which you purchase the License for the Software.
Updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the Update. You may use the resulting updated Software only in accordance with the terms of this License.
You acknowledge that you have read this agreement, that you understand this agreement, and understand that by continuing the installation of the software product, by loading or running the software product, or by placing or copying the software onto your mobile, you agree to be bound by this agreement's terms and conditions. By executing this agreement you further agree that, except for written separate agreements between MaxMobility and you, this agreement is a complete and exclusive statement of the rights and liabilities of the parties.