Software Licence Agreement
This Software License Agreement is a legal agreement (the “Agreement”) between you (the end user, as either an individual or an entity) and Souq.com FZ LLC, together with its affiliates, collectively, “Licensor”) regarding your use of the AMTU 2 software code and all associated documentation (the “Licensed Code”). The Licensed Code also includes any updates, upgrades, bug fixes, patches and new versions that Licensor makes available to you in connection with the Licensed Code, unless other terms accompany any such items.
By installing or otherwise using the Licensed Code, you agree to comply with and be bound by the terms of this License. If you do not agree to the terms of this License, do not install or use the Licensed Code.
- License Grants. Subject to the terms and conditions of this Agreement, Licensor grants to you a worldwide, non-exclusive, royalty-free, revocable, non-sublicenseable and non-transferable license to download, reproduce, install and use the Licensed Code in object code form on one or more computer systems that are under your ownership or control or are under the ownership or control of a Licensor customer that has engaged you as its service provider.
- Ownership; Reservation of Rights. As between you and Licensor, Licensor and its third party providers own all right, title and interest in and to the Licensed Code. All rights not expressly granted to you in this Agreement are reserved and Licensor does not grant you, under this Agreement, any other licenses, immunity or rights, whether by implication, estoppel, or otherwise.
Reproduction. You may reproduce the Licensed Code only in its entirety. You may not modify the Licensed Code in any manner, including without limitation to revise or remove any copyright, patent, trademark or other notices that are present in it. You may not reverse engineer, disassemble, or decompile (except to the extent such right cannot be excluded or limited by applicable law and then only when the express permission of Licensor has been sought and refused) the Licensed Code.
Use. You may use the Licensed Code only in connection with related functionality provided by Licensor.
Patent Claims. If you institute a patent litigation against Licensor (including any claim, cross-claim or counterclaim in a lawsuit) alleging that the Licensed Code or its use under this Agreement constitutes direct or contributory patent infringement, then your rights under this Agreement (including without limitation the grants in Section 1) will terminate as of the date such claim is filed.
Third Party Software. Other license terms may apply to certain software files contained within or distributed with the Licensed Code that are specifically identified as third party software in this Agreement or in the User Guide for the Licensed Code (“Third Party Software”). If such other license terms are identified in the User Guide, they will apply to the corresponding Third Party Software in lieu of the terms of this Agreement. Without limiting the foregoing, the Licensed Code includes “install4j” installer software that is Third Party Software owned by ej-technologies GmbH and its licensors. Please visit www.ej-technologies.com for more information on how to license this technology for your own use.
- Termination. If you violate any term of this Agreement, then your rights under it (including the grant in Section 1) will terminate immediately, with or without notice from us.
- Support Services. Licensor may, but is not obligated to, provide you with support services related to the Licensed Code ("Support Services"). Any supplemental software code provided to you as part of the Support Services will be considered part of the Licensed Code and subject to the terms and conditions of this Agreement unless other terms accompany such supplemental software code. If you provide suggestions, ideas, or other feedback to Licensor in connection with the Licensed Code or Support Services, Licensor will be free to exercise any and all rights in the same without restriction and without any obligation to compensate you.
- Disclaimer of Warranty. THE LICENSED CODE AND ANY SUPPORT SERVICES OR OTHER SERVICES PROVIDED TO YOU IN CONNECTION WITH THE LICENSED CODE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. YOU BEAR THE RISK OF ANY EXERCISE BY YOU OF RIGHTS GRANTED BY THIS AGREEMENT. SOME JURISDICTIONS’ LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND LICENSOR DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
- Limitation of Liability. EXCEPT AS REQUIRED BY APPLICABLE LAW NOTWITHSTANDING THIS PARAGRAPH, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL LICENSOR BE LIABLE TO YOU FOR DAMAGES OR LOSSES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE LICENSED CODE OR ANY SUPPORT SERVICES OR OTHER RELATED SERVICES (INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST PROFITS OR DATA, COMPUTER FAILURE, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTHING IN THIS AGREEMENT WILL OPERATE TO EXCLUDE: (I) LIABILITY FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF EITHER PARTY, ITS EMPLOYEES, AGENTS, OR AUTHORIZED REPRESENTATIVES, (II) EITHER PARTY’S CONTRACTUAL LIABILITY FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR (III) ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- LIMITATION OF LIABILITY AND REMEDIES. If applicable law provides that Licensor incurs any liability to you for damages or losses notwithstanding the terms of Section 7, then with respect to any damages or losses that you might incur for any reason whatsoever (including, without limitation, all damages or losses referenced in Section 7), the entire liability of Licensor under this Agreement and your exclusive remedy for any and all claims, damages and losses in connection with this Agreement is limited to the greater of the amount actually paid by you for the Licensed Code or U.S.$10.00. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- Applicable Law; Jurisdiction.
The laws of the Dubai International Financial Centre govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it, shall be referred to and finally resolved by arbitration under the DIFC-LCIA Arbitration Rules as amended from time to time. The number of arbitrators shall be one, to be appointed in accordance with the DIFC-LCIA Arbitration Rules. The seat or legal place of arbitration shall be the Dubai International Financial Centre. The language used in the arbitral proceedings shall be English.
- Miscellaneous. No failure or forbearance by Licensor to insist upon or enforce performance of any of the terms of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at law or in equity will be construed as a waiver or relinquishment to any extent of Licensor’s right to assert or rely on any such term, right or remedy in that or any other instance. This Agreement is the entire agreement between you and Licensor relating to the Licensed Code and Support Services and it supersedes all prior or contemporaneous oral or written communications and representations with respect to the Licensed Code, Support Services or any other subject matter covered by this Agreement.