Sleave License Agreement

I. INTRODUCTION
This is an agreement between Bitpupil Technologies Private Limited (“Bitpupil” or “Licensor”), owner of the SLEAVE Online Authoring software, and you (either an individual or entity) (“Licensee”), for the purposes of specifying the conditions under which Licensee will use the software.

II. DEFINITIONS 
“Program” shall mean the proprietary computer software program entitled “SLEAVE” a server-based authoring application, which is hosted by Bitpupil.

“Agreement” shall mean this software license agreement.

III. LICENSE GRANT
Licensor hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions set forth in this Agreement, non-exclusive and nontransferable license to use the Program as set forth in this Agreement. The term “License” as used in this Agreement shall mean and include:

  1. The right to use a licensed copy of the Program in executable form by Licensee hosted by Licensor In accepting the license granted by Licensor, Licensee agrees that it shall NOT:
  2. Transfer or allow the transfer of copies without the prior written consent of the Licensor, of the Program except as set forth in this Agreement; or
  3. Attempt to disassemble, decompile or reverse engineer the Program; or
  4. Use, run, manipulate, install or implement the Program, in whole or in part, in any manner that has the effect of overriding, modifying, eliminating, obscuring, altering, or de-emphasizing the visual appearance of any trademark, trade name or intellectual property notice that may appear in the output product generated by the Program, or that appears on any computer display screens normally generated by, or as a result of, the Program; or
  5. Rent or lease the Program, or use it in any service bureau application where Licensee allows any third party to use the Program in exchange for anything of value.

Licensor retains any rights not expressly granted to Licensee.

IV. ENHANCEMENTS, UPDATES
Licensor may make available to Licensee licensed updates and/or enhancements to the Program that are available during the term of this Agreement. Use of all such updates and enhancements by Licensee shall be subject to the terms and conditions of this Agreement unless superseded by a license agreement that is available with any such update or enhancement.

V. TERM OF LICENSE
The term of this Agreement shall commence as of the date the Program is delivered by Licensor to Licensee.

The Program shall remain active as a full subscription for the period the payment has been made, post-expiration the users will have review access only.

VI. TERMINATION/EXPIRATION OF AGREEMENT
Licensor may terminate this License for the following reasons:

  1. A material breach by Licensee, that has not been cured within thirty (30) days of written notice to Licensee by Licensor,
  2. Upon the non-renewal of the Agreement.

Upon termination of the Agreement or nonpayment of any license fee or renewal fee, the Licensor shall either disable it or deny further access or deactivate the Program. Licensor shall return to Licensee all content under the control of Licensor in the hosted environment. This obligation shall survive the termination of this Agreement.

VII. COPYRIGHT AND PROPRIETARY INFORMATION
Licensee acknowledges that the Program and any supporting documentation constitutes the valuable intellectual property of Licensor and that all title and ownership rights in the Program and related materials remain exclusively with Licensor.

Licensor reserves all rights with respect to the Program and other supporting documentation under all applicable laws for the protection of proprietary information, including, but not limited to, trade secrets, copyrights, trademarks and patents.

Licensee is responsible for all content using the Program and shall defend, indemnify and hold harmless the Licensor from any claims that the Licensee improperly used any protected materials or proprietary information in preparing and hosting its content, including but not limited to photographs, pictures, logos, words and so forth.

Licensee shall not cause or permit unauthorized copying, reproduction, distribution or disclosure of any portion of the Program, or any corresponding instructions, manuals, or other documentation, or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of an authorized agent of the Licensor which will not be unreasonably withheld, except as permitted in this Agreement. This restriction shall continue to bind Licensee and its agents and representatives beyond the termination or expiration of this Agreement.

VIII. WARRANTY
The Program is warranted to operate on Chrome (latest versions within last one year). Published content is cross-platform compatible with any browser that supports HTML 5.0, including Microsoft Internet Explorer 10.0 and higher, Firefox 25 and higher, and Safari 5 and higher.

The Program and related documentation are original works of Licensor, Licensor has the full right to convey the rights set forth in this Agreement to the Licensee and the use of the Program and related documentation as contemplated herein by Licensee shall not require the permission of any third parties.

Licensor agrees to indemnify, defend, and hold harmless Licensee from and against any action, claim, demand, liability, loss, or expense (including counsel fees and expenses) involving a claim that any of the Program or related services infringes, in whole or in part, any patent, copyright, trademark, trade secret or other intellectual property rights of any third party. Licensee shall provide Licensor with prompt written notice of any claim or allegation of such an infringement, and shall cooperate with Licensor (at Licensor’s expense) in the defense of any such claim; provided, however, that Licensee shall have the right to participate in the conduct of any such defence with its own counsel at its own expense. Licensor shall have no liability to the extent that any claim of infringement is based upon the modification of the Licensed Program by anyone other than Licensor or the use or the Program with any products not supplied by Licensor or with which the Program was not designed to operate.

Licensor further warrants that the Program will perform in accordance with the respective published documentation if any; and that any enhancements, fixes, updates, upgrades, versions, releases, or replacement products of Programs provided to Licensee will comply with the above warranties.

IX. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
LICENSEE ACCEPTS THE PROGRAM “AS IS.” EXCEPT AS SET FORTH IN THIS AGREEMENT, LICENSOR DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LICENSOR SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, CONTINGENT, EXEMPLARY OR SPECIAL DAMAGES INCLUDING LOST PROFITS, LOSS OF INFORMATION, LOSS OF GOODWILL, BUSINESS INTERRUPTION, HOWEVER, CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE).

LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE.

NOTICE: THE PROGRAM IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE IN CONNECTION WITH OPERATIONS THAT ARE MISSION CRITICAL TO LICENSEE, OR COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Licensee acknowledges that it has read the foregoing disclaimers of warranty and limitation of liability and understands that Licensee assumes the entire risk of use of the Program.

In no event shall damages exceed the amount paid by Licensee in any one year.

X. Refunds and Cancellations
At this point, we do not have any refund or cancellation policy. Please use the Free account as long as you want to get to know the software. Once you are convinced and comfortable, you can purchase a monthly or yearly license.

XI. EXPORT RESTRICTIONS
Licensee agrees to export or re-export this SOFTWARE PRODUCT out of India, however, subject to restrictions, prescribed under the Indian Customs Act, 1962 or any other law in force in India relating to restrictions on export in some countries.

XII. USE OF THE SITE
Certain areas of the Site may be restricted to authorized users who may be required to use a password. Licensee agrees that the Licensee will not share any password(s) nor any other Site access information. Licensee agrees that the Licensee will be responsible for maintaining the confidentiality of Licensee’s password(s) and any other Site access information and that Licensee will be responsible for any and all activities that occur as a result of using Licensee’s password(s) and/or other Site access information. Licensee agrees that Licensee will not access or use the Site in any manner that could damage, disable, impair or cause an undue burden on the Site and/or its host, servers, network, systems or other users.

Licensee agrees that Licensee will not attempt to interfere in any way with the operation of the Site (including with the delivery of any Services), that Licensee will not transmit any virus or worm to the Site, that Licensee will not use any spider, robot or any other automated mechanism to access the Site and/or its servers or systems, and that Licensee will not engage in flooding, spamming, mail-bombing, crashing or otherwise sending unsolicited email to other users of the Site. Licensee further agree that Licensee will not attempt to access data that is not intended for Licensee’s use, that Licensee will not attempt to log on to a server or account that Licensee is not authorized to access, and that Licensee will not probe, scan or test the vulnerability of any system or network related in any way to the Site without authorization.

XIII. FORCE MAJEURE
Notwithstanding any other provision contained in these Terms & Conditions, in the event that the performance of any obligation of Licensor is prevented due to acts of God or any government restriction, wars, hostilities, blockades, civil disturbances, strikes, lockouts, or any other cause beyond the reasonable control of Licensor, then Licensor shall not be responsible to Licensee for any failure or delay in the performance of its obligations. Licensor shall promptly notify Licensee of such force majeure condition. The terms of this clause shall not exempt, but merely suspend, Licensor from its duty to perform until as soon as practicable after a force majeure condition ceases to exist.

XIV. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and may only be modified in a writing signed by both parties to the Agreement.

This Agreement shall be governed and construed in accordance with the laws of India, and any dispute arising hereunder, and any litigation involving a controversy or dispute under this Agreement shall be brought in the courts located in Delhi.