Terms and Conditions

This document provides a framework for a Proprietary On-Premises Software License Agreement where the source code is delivered to the customer but remains the exclusive property of the licensor.

1. PARTIES AND SCOPE

This Agreement is entered into between SourceMode Software Solutions (OPC) Private Limited ("Licensor") and [Customer Name] ("Customer"). It governs the use of the source code for [Software Name] installed at Customer premises and or Software as a Service on Cloud.

2. LICENSE GRANT AND RESTRICTIONS

Grant: Licensor grants Customer a non-exclusive, non-transferable license to install and run the Software source code solely for internal business operations.
Source Code Prohibitions: Customer shall NOT:
o Sublicense, sell, lease, or redistribute the source code to any third party.
o Modify, adapt, or create derivative works from the source code.
o Reverse engineer or decompile any portions of the software provided in object code format.

3. INTELLECTUAL PROPERTY (IP) OWNERSHIP

Retention of Rights: All rights, title, and interest in the Software, including the source code and any documentation, remain exclusively with the Licensor.
No IP Transfer: This Agreement does not confer any ownership of intellectual property to the Customer.

4. SOFTWARE SUPPORT AND MAINTENANCE

Services Provided: Licensor shall provide regular bug fix updates, security patches, and or enhancements as a part of managed maintenance services against a fee agreed upon during commercial finalisation with the customer.
Priority Support (SLA):
o Critical Issues: Target response within [e.g., 4 hours].
o Non-Critical Issues: Target response within [e.g., 1 business day1].
Exclusions: Support is void if the Software is used on unauthorized hardware or if the source code has been tampered with by the Customer.

5. INDEMNIFICATION

IP Indemnity: Licensor shall defend and indemnify Customer against third-party claims alleging that the Software infringes any copyright or patent.
Customer Indemnity: Customer will defend Licensor against Claims arising from (i) any Customer Materials or Input (or their processing or use by Licensor), including, without limitation, (A) any Claim that the Customer Materials or Input infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of Customer Materials or Input violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) Use of the Services by Customer or its Authorized Users in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the license restrictions, and in each case, will indemnify and hold harmless licensor against any damages and costs awarded against Licensor or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.

6. SERVICES; ACCESS AND USE

Services. Subject to the terms and conditions of this Agreement, Licensor hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13(f)) right to Use the Services during the Term, solely for Customer’s internal business purposes.
Use Restrictions. Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) decipher, reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Services or any components, models, algorithms or systems used to provide the Services, in whole or in part or engage in any of the adversarial attacks set forth in the NIST AI 100-2 E2023 publication available at https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.100-2e2023.pdf; (iv) frame, mirror, sell, resell, rent or lease use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Services, Output, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Licensor for use expressly for such purposes; (viii) use the Services, Documentation or any other Licensor Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services; or (ix) utilize the Services (including any AI models or derivatives thereof), Documentation, Input or Output to train, improve or have trained or improved an AI model (e.g., engage in “model scraping”).
Authorized Users. Customer will not allow any Person other than Authorized Users to Use the Services. Customer may permit Authorized Users to Use the Services, provided that Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their Use of the Services. Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Licensor if Customer knows or reasonably suspects that any username and/or password has been compromised. Each account for the Services may only be accessed and used by the specific Authorized User for whom such account is created.
Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. Licensor does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Licensor reserves and, as between the Parties will solely own, the Licensor IP and all right, title and interest in and to the Licensor IP and to the Services. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

7. CONFIDENTIALITY AND TERMINATION

Trade Secrets: The source code is a trade secret. Customer must apply the same care to protect it as it does its own high-value confidential data.
Effect of Termination: Upon termination, all licenses expire immediately. Customer must delete all copies of the source code and provide written certification of destruction.

8. LIMITATION OF LIABILITY

Licensor’s total liability for any claim shall not exceed the fees paid by Customer during the 12 months preceding the claim. Neither party is liable for indirect or consequential damages.

9. DISCLAIMERS

General Disclaimer. Except as expressly set forth herein, the services, output, and other licensor IP are provided on an “as is” basis, and licensor makes no warranties or representations to customer, its authorized users or to any other party regarding the licensor IP, the services, output or any other services or materials provided hereunder. to the maximum extent permitted by applicable law, licensor hereby disclaims all warranties and representations, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of trade. without limiting the foregoing, licensor hereby disclaims any warranty that use of the services or output will be error-free, bug-free or uninterrupted.
Similarity, Accuracy and Appropriateness of Output. Due to the nature of machine learning, Output may not be unique and the Services may generate the same or similar Output for Customer or a third party. Given the probabilistic nature of machine learning, the services may in some situations produce output that is inaccurate, incorrect, or otherwise undesirable. the accuracy, quality and compliance with applicable law of the output is dependent upon and commensurate with that of the input provided and customer’s compliance with this agreement, and notwithstanding anything else set out herein, licensor not have any liability or responsibility to customer, its authorized users or any other person or entity for any loss or damages relating to or arising from customer materials, input, output or their use. Customer will evaluate the content, nature and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output.
Exclusion of Damages. except for: (i) any infringement by one party of the other party’s intellectual property rights, (ii) fraud or wilful misconduct by either party, (iii) breach of customer’s payment obligations or (iv) a party’s confidentiality obligations, neither party will be liable to the other for any incidental, special, exemplary, punitive or consequential damages, or any loss of income, data, profits, revenue or business interruption, or the cost of cover or substitute services, arising out of or in connection with this agreement, the licensor ip or the provision of the services, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party was advised of the possibility of such loss or damage.
Total Liability. in no event will licensor’s total cumulative liability to customer or its authorized users arising from all claims under or related to this agreement, the licensor ip or the provision of the services exceed the fees actually paid by customer to licensor in the six (6) month period immediately preceding the first event giving rise to the applicable claim made under or related to this agreement, less all amounts paid by licensor to customer for all past claims of any kind made under or related to this agreement, regardless of the legal or equitable theory on which the claim or liability is based, and whether or not licensor was advised of the possibility of such loss or damage.

10. TERM AND TERMINATION

Term. The initial term of this Agreement begins on the Effective Date and expires at the end of the Initial Term specified in the relevant Order Form (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless: (i) either Party provides the other with at least thirty (30) days’ written notice of its intent not to renew this Agreement prior to the end of the then-current Term or (ii) is otherwise specified in the applicable Order Form.
Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (90) days after the non-breaching Party provides the breaching Party with written notice of such breach.
Survival. Services, Access & Usage and Sections related to Liability / Indemnification and IP rights and Rights to Use, survive beyond the termination of the agreement.
Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Services, Access and Usage, will terminate; and (ii) Customer will return or destroy, at Licensor’s sole option, all Licensor Confidential Information in its possession or control, including permanent removal of such Licensor Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Licensor’s request, certify in writing to Licensor that the Licensor Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.

11. PUBLICITY

Subject to the provisions of Section 5, each Party will have the right to publicly announce the existence of the business relationship between the Parties. In addition, during the term of Customer’s Use of the Services, Licensor may use Customer’s name, trademarks, and logos (collectively, “Customer’s Marks”) on Licensor’s website and in its marketing materials to identify Customer as Licensor’s customer, and for the purpose of providing the Services to Customer, provided that Licensor will use commercially reasonable efforts to adhere to the usage guidelines furnished by Customer with respect to Customer’s Marks.

12. GENERAL

Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties.
Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be sent to the relevant address set forth in the applicable Order Form or to such other address as may be specified by the relevant Party to the other Party in accordance with this Section. Such notices will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (4) when sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of Customer, and on the next business day if sent after normal hours of Customer.
Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.
Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.
Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Maharashtra, India, without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state courts located in Mumbai and the Parties irrevocably consent to the personal jurisdiction and venue therein.
Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning Party’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
Force Majeure. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.
Subcontracting. Licensor may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Licensor remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. PayPal), Licensor will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or will full misconduct of Licensor.
Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.
No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.