KOVAI LTD LICENCES THIS SOFTWARE PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENCE AGREEMENT (THIS “AGREEMENT”). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND/OR USING THIS COMPUTER SOFTWARE AND THE ACCOMPANYING DOCUMENTATION (THE “SOFTWARE”). BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT DO NOT INSTALL, COPY OR USE THE SOFTWARE.
THE SOFTWARE AND DOCUMENTATION ARE LICENCED “AS IS”, AND KOVAI LTD DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. LICENCEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS.
Grant of LICENCE
Subject to the terms and conditions of this Agreement, Kovai Ltd hereby grants to you a non-exclusive, non-transferable Licence (without the right to sublicence) (i) to use the Software solely for purposes of testing and evaluation, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.
Licensee agrees to treat Software as confidential and will not without the express written authorization of Kovai Ltd (i) demonstrate, copy, sell or market Software to any third party, (ii) publish or otherwise disclose information relating to performance or quality of the Software to any third party or (iii) modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.
Licencee agrees to notify Kovai Ltd of all problems and ideas for enhancements which come to Licencee’s attention during the period of this Agreement, and hereby assigns to Kovai Ltd all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. The Licencee agrees to provide material, statistics, or information that is not deemed confidential to Licencee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by Kovai Ltd.
Beta-Software Product Support
Kovai Ltd is under no obligation to provide technical support under the terms of this Licence, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.
Ownership and Copyright of Software
Title to the Software and all copies thereof remain with Kovai Ltd. The Software is copyrighted and is protected by England copyright laws and international treaty provisions. Licencee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Kovai Ltd does not grant any express or implied right to you under Kovai Ltd patents, copyrights, trademarks, or trade secret information.
Term of Agreement
Your rights with respect to the Beta Software will terminate upon the earlier of (i) the initial commercial release by Kovai Ltd of a generally available version of the Software or (ii) six months after the last date you receive the Software or any update thereto. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and Licences granted to you under this Agreement shall immediately terminate, and you shall immediately cease using the Software, Documentation, and all other tangible items in your possession or control that are proprietary to or contain Confidential Information.
Limitation of Liability
IN NO EVENT WILL KOVAI LTD BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR DAMAGES RESULTING FROM LOSS OF USE, OR LOSS OF ANTICIPATED PROFITS RESULTING FROM ANY DEFECT IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITIES FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSION MAY NOT APPLY.
1. The Licence (and any dispute or claim relating to it, or its formation, existence, construction, performance, validity or termination) will be governed by and construed in accordance with the laws of England.
2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Licence or its subject matter or formation.
3. In the event of any dispute arising between the parties in connection with this Licence which cannot be settled by negotiation, the parties shall in good faith, seek to resolve that dispute through mediation under the auspices of the ADR Group (UK). The mediator shall be agreed upon within 15 days of one party requesting mediation, failing which the mediator will be appointed by the then Chairman of ADR Group. Unless otherwise agreed the parties shall share equally the costs of the mediation. If the dispute is not resolved within 30 days, or one of the parties refuses to participate in mediation, the dispute may be referred to litigation. No party may commence any court proceedings in relation to any dispute arising out of this Licence until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that nothing in this clause shall prevent either party seeking a preliminary injunction or other judicial relief at any time if in its judgement such action is necessary to prevent irreparable damage.
This Agreement constitutes the complete and exclusive agreement between you and Kovai Ltd with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in writing by an authorized representative of Kovai Ltd.