https://mpensystems.com and any other linked pages, products, software(s),content, fetatures,
Application services (including but without limitation to any mobile application services)
in connection therewith, offered from time to time by MP Ensystems Advisory Private Limited ("MP ENSYSTEMS"
or "WE" or "OUR" or "US") (collectively, "WEBSITE").
Any person logging on to or using the Website (even when such person does not avail of any services provided
in the Website ("SERVICES")) (hereinafter referred to as a "USER", "YOU" or "CLIENT") shall be presumed
other written agreement you may have with MP Ensystems for other services.
THE USER ACKNOWLEDGES AND ACCEPTS TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY INSTALLING,
COPYING, OR OTHERWISE USING THE SERVICES. FUTHERMORE, THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY
PERSON THAT OBTAINED THE SERVICES AND ON WHOSE BEHALF IT IS USED.
YOU AGREE TO THE USE OF ELECTRONIC COMMUNICATION TO ENTER INTO THIS AGREEMENT AND HEREBY WAIVE ANY
RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION THAT REQUIRE AN ORIGINAL
(NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OR THIS AGREEMENT, DO NOT PROCEED
WITH THE DOWNLOAD, INSTALLATION OR USE OF THE SERVICES.
Authorized User: means those licensed uniquely identified individuals who are authorized by you to
install and/or use the Software regardless of whether those individuals are actively using the Software
at any given time. Licenses granted on an Authorized User basis may be reassigned between uniquely
identified individuals over time, but may not be reassigned so frequently as to enable the sharing of a
single license between multiple users.
Documentation: means any supporting product help and technical specifications documentation provided by
MP Ensystems with the Software to you.
License Term: means the Software license term specified on the applicable Ordering Document or by an
Authorized Partner. The License Term may be a fixed term, a limited term for Evaluation Versions, or
Customer Data: means data generated by you or your Authorized User and used by or imported into the
Software, but excludes data generated by a Client Sublicensee unless such data is combined with your
data or is relevant to your provision of services to such Client Sublicensee.
2. License Grant
This Agreement governs your use of MP Ensystems’s software (the "PROGRAM"). You represent and warrant
that you have authorized the download, access and installation of the PROGRAM. Your rights to use and reproduce
the PROGRAM are expressly set out in this Agreement.
3. Ownership Rights
The PROGRAM is licensed and not sold. MP Ensystems owns and retains all right, title, and interest in
and to the PROGRAM, including all copyrights, patents, trade secret rights, trademarks, and other
Intellectual Property Rights therein. Nothing in this Agreement, including the possession, installation,
or use of the PROGRAM assigns or transfers to any person any title, right or interest to the
Intellectual Property Rights in the PROGRAM, except as explicitly specified in this Agreement. For the
purposes of this Agreement, the sale of the PROGRAM shall mean and confer only the license right to use
the Software as specified in this Agreement. “Intellectual Property Rights” means patents, rights to
inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up,
rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database
rights, rights in confidential information (including know-how and trade secrets) and any other
intellectual property rights, in each case whether registered or unregistered and including all
applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or
equivalent rights or forms of protection which may now or in the future subsist in any part of the
4. Third-Party Code
The Software may contain or be provided with components which are licensed from third parties (“Third
Party Code”), including components subject to the terms and conditions of “open source” software
licenses (“Open Source Software”). Open Source Software may be identified in the Documentation, or in a
list of the Open Source Software provided to you upon your written request. To the extent required by
the license that accompanies the Open Source Software, the terms of such license will apply in lieu of
the terms of this Agreement with respect to such Open Source Software, including, without limitation,
any provisions governing access to source code, modification or reverse engineering.
5. Electronic Delivery
All Software and Documentation shall be delivered by electronic means unless otherwise specified on the
applicable Ordering Document. Software shall be deemed delivered when it is made available for download
by you (“Delivery”).
6. Client Sublicensees
You may permit third parties (“Client Sublicensees”) to access the PROGRAM as Authorized Users on your
servers but only so the Client Sublicensees may: (a) interact with visualizations generated by you
through your use of the Software and based on Customer Data, or (b) themselves create visualizations
using Customer Data, provided that in each case such Customer Data is relevant to your provision of
services to that particular Client Sublicensee (“Visualization Access”) and further provided that you,
in providing your Client Sublicensees Visualization Access, are not acting as “Marketing Service
Provider”, “Service Bureau” or other entity with a similar business model. Client Sublicensees may not
publish their own data to your Server Software, use any data other than Customer Data with your Server
Software or access your Server Software for any other purposes except as expressly permitted in this
Section 6. You shall ensure that all Client Sublicensees’ use of Server Software is limited as described
in this Section 6 by designating the appropriate access levels for Client Sublicensees within Server
Software. You shall be solely responsible for your relationships with Client Sublicensees and must
notify Client Sublicensees that MP Ensystems shall have no warranty, support or other obligation or
liability to any Client Sublicensee. You shall be liable for all acts and omissions of your Client
Sublicensees as if their acts or omissions were your own.
7. Permitted Licensed Use and Restrictions.
Subject to the terms and conditions of this Agreement, grants a limited non-exclusive, non-transferable,
non-sub-licensable and non-perpetual right to you to download, install and use the PROGRAM only in
accordance with (a) the documentation; (b) License Term (c) access by Authorized Users and/or permitted
data size (as applicable). You will immediately inform MP Ensystems if the PROGRAM is intended to be
used outside the scope of the permitted license. A separate license for any use outside the scope of
this Agreement must be obtained from MP Ensystems in writing in advance of any such use. You may allow
your Contractors and Affiliates to use the Software in accordance with this Agreement, provided you
shall remain liable for all acts and omissions of your Affiliates and Contractors as if their acts or
omissions were your own.
8. Terms of License
The license granted by this Agreement is limited, non-perpetual and is granted on a subscription basis
requiring yearly renewal. Failure to renew and pay the subscription fee will cancel and terminate your
rights to use the PROGRAM. You have the obligation to pay and remit the subscription fee on a timely
9. Transfer and Use Restrictions
You may not sell, license, sub-license, lend, rent, share, lease, transmit, telecommunicate, distribute,
embed, assign or otherwise transfer the PROGRAM to others. You must comply with all applicable export
control laws in your use of the PROGRAM. Except as expressly permitted above, you may not modify,
reverse engineer, decompile, decrypt, extract or otherwise disassemble the PROGRAM.
Use of this PROGRAM does not authorize you, in any manner, to resell or sublicense our products/services
or the products/services of any third party. You acknowledge and agree that you will not use the Program
for the mining of cryptocurrency (e.g. bitcoin mining) or otherwise misuse system resources, such as, by
employing programs that consume excessive network capacity, CPU cycles, or disk IO.
The license does not permit you to distribute, sell, sublicense, rent, lease or use the PROGRAM, Third
Party Code or Sample Code (or any portion thereof) for time sharing, hosting, service provider or like
purposes, except as expressly permitted under Section 6 of this Agreement. The license does not permit
you to directly or indirectly, reverse engineer, adapt, modify, decompile, disassemble, translate the
PROGRAM or create derivative works based on the PROGRAM in any way including without limitation, removal
of the installer program, electronic end user license agreement, “About” screen, or any copyright or
other proprietary notice that appears in the PROGRAM, or otherwise attempt to discover the source code
of the PROGRAM. In addition, the license does not permit you to remove or alter any proprietary notices
or labels on the PROGRAM. There shall be no rights implied to you or any person using the PROGRAM. The
license rights granted under this Agreement shall terminate immediately in the event of material breach
of any provisions of this Agreement.
MP Ensystems may terminate this Agreement immediately and without prior notice if you breach any term,
or otherwise fail to comply with this Agreement. In the event of termination for any reason, you agree
to immediately destroy and/or erase the original and all copies of the PROGRAM and to discontinue its
use, and you will not otherwise retain or store the PROGRAM or any copies thereof, in any form or
medium. You also agree to provide to MP Ensystems proof of confirmation of your discontinuance and
non-use upon request.
MP Ensystems warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you
that the PROGRAM shall substantially conform to MP Ensystems provided written specifications. In the
event of any alleged breach of the above express warranties, you shall report the details of such
alleged breach in writing to MP Ensystems within the specified ninety (90) day warranty period. If such
alleged breach is reported as required and substantiated by MP Ensystems, your exclusive remedies shall
be, at MP Ensystems’s sole option, for MP Ensystems to promptly repair or replace the PROGRAM or any
portion thereof necessary to remedy the breach or to refund the fees actually received by MP Ensystems
for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE
PROGRAM IS AT YOUR SOLE RISK. MP Ensystems, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM
(INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT
ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR
CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. MP Ensystems DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION
OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED.
FURTHERMORE, MP Ensystems DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS
OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY MP Ensystems OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
12. DISCLAIMER AND RELEASE
EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES SET FORTH HEREIN, YOU HEREBY WAIVE, RELEASE AND
DISCLAIM, ALL WARRANTIES, CONDITIONS, INDEMNITIES, OBLIGATIONS AND LIABILITIES OF MP Ensystems AND MP
Ensystems'S LICENSORS AND ALL OTHER REMEDIES, RIGHTS, CAUSES OF ACTION AND CLAIMS AGAINST MP Ensystems
AND MP Ensystems'S LICENSORS WITH RESPECT TO THE PROGRAM, ALL RELATED DOCUMENTATION AND ANY SERVICES
FURNISHED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY OBLIGATION, LIABILITY, RIGHT, REMEDY
OR CLAIM IN CONTRACT, INCLUDING FUNDAMENTAL BREACH, TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT
LIABILITY OR PRODUCT LIABILITY OF MP Ensystems AND MP Ensystems'S LICENSORS (WHETHER ACTIVE, PASSIVE OR
IMPUTED) AND ANY OBLIGATION, LIABILITY, REMEDY, RIGHT OR CLAIM FOR INFRINGEMENT. YOU ACKNOWLEDGE THE
PROGRAM IS NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS,
INCLUDING, BUT NOT LIMITED TO, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION
SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, MP Ensystems EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF FITNESS FOR
SUCH PURPOSES. YOU ACKNOWLEDGE THAT MP Ensystems IS ONLY WILLING TO ENTER INTO THIS AGREEMENT ON THE
CONDITION THAT YOU AGREE TO BE BOUND BY THE LIMITATIONS SET FORTH IN THIS AGREEMENT.
13. LIMITATION OF LIABILITY
MP Ensystems WILL HAVE NO LIABILITY OR OBLIGATION FOR ANY DAMAGES OR REMEDIES, INCLUDING, WITHOUT
LIMITATION, THE COST OF SUBSTITUTE GOODS, LOST OR CORRUPTION OF DATA, LOST PROFITS, LOST REVENUES OR ANY
OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, GENERAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PROGRAM. IN NO EVENT WILL MP
Ensystems'S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER LEGAL THEORY
WITH REGARD TO THE PROGRAM AND/OR THIS AGREEMENT EXCEED THE FEES ACTUALLY RECEIVED BY MP Ensystems
DIRECTLY ATTRIBUTABLE TO THIS LICENSE OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS LESSER.
Furthermore, MP Ensystems will not be liable for any delay or failure to perform its obligations under
this Agreement as a result of any causes or conditions beyond MP Ensystems's reasonable control as
determined in its sole discretion.
14. Intellectual Property Claims
Subject to Section 14 herein, MP Ensystems will indemnify and hold you harmless against any damages
resulting from use of the PROGRAM finally awarded against you pursuant to a judicial proceeding, to the
extent such proceeding is based upon an infringement of any valid U.S. patent issued prior to the date
you receive the PROGRAM from MP Ensystems, or any valid U.S. copyright by the PROGRAM, provided that
you: (i) give written notice of the claim promptly and within thirty (30) days to MP Ensystems; (ii)
give MP Ensystems sole control of the defense and settlement of the claim; (iii) provide to MP Ensystems
all available information and assistance; and (iv) have not compromised or settled such claim. If the
PROGRAM is found to infringe or in MP Ensystems's opinion is likely to infringe, MP Ensystems may at its
sole discretion elect to: (i) obtain for you the right to use the PROGRAM; (ii) replace or modify the
PROGRAM so that it is non-infringing; or (iii) remove the PROGRAM and refund to you any prepaid, unused
license fees for the duration of the then-current License Term. MP Ensystems will have no obligation
under this Section 13 for any claims which result from: (i) use of the PROGRAM in combination with any
non-MP Ensystems provided software (including any portion of the PROGRAM not authored by MP Ensystems);
(ii) MP Ensystems's compliance with your designs or specifications; (iii) modification of the PROGRAM by
you or anyone other than MP Ensystems; or (iv) use of an allegedly infringing version of the PROGRAM, if
the alleged infringement could be avoided by the use of a different version made available to you by MP
Ensystems. This Section 15 sets forth the entire liability of MP Ensystems and your exclusive remedies
for claims of infringement involving the PROGRAM.
15. Confidential Information
You acknowledge that the PROGRAM constitutes confidential information of MP Ensystems that is
proprietary and valuable to MP Ensystems and its licensors and you will use the same level of care as a
reasonable and prudent businessperson would to protect and safeguard the confidentiality of such
confidential information while it is in your possession or control. You will not use or reproduce the
PROGRAM for any purpose not expressly set out herein and will not disclose to or grant any other party
access to the PROGRAM for any purpose, other than as expressly permitted herein. You acknowledge and
agree that you will not publish or make public any performance details or information about the PROGRAM
without the prior written permission of MP Ensystems. You acknowledge and agree that performance and
testing results are confidential information and will only be shared with those within your organization
who have a need to know. If you breach your confidentiality covenants herein, then in addition to any
other remedies MP Ensystems may be entitled to, MP Ensystems will be entitled to apply to a court of
competent equitable jurisdiction for and obtain injunctive relief, including an interlocutory
injunction, to enjoin such breach or any anticipated breach. You acknowledge that other remedies will
not adequately compensate MP Ensystems in the event of your breach or anticipated breach of your
confidentiality covenants herein. Your confidentiality covenants in this Section 16 will not apply to
information which you can conclusively prove: (i) was developed independently by you without the use of
the PROGRAM; (ii) is generally available to the public; or (iii) is available to you on a
non-confidential basis from other lawful sources.
16. Governing Law and Jurisdiction
and courts in Mumbai, India will have jurisdiction.
Sections 3, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, and all other provisions of this Agreement which may
reasonably be interpreted as surviving termination of this Agreement, shall survive the termination of
18. Entire Agreement
This Agreement constitutes the entire agreement between you and MP Ensystemsregarding the PROGRAM. If
any provision is found to be invalid by a court of competent jurisdiction, the balance of the provisions
will remain in full force and effect. This Agreement will be governed by and construed in accordance
with the laws of the State of Delaware, U.S. , excluding its conflict of laws rules. The parties hereby
attorn to the jurisdiction of the courts within the State of Delaware in the event of any dispute
hereunder. The provisions of the U.N. Convention on Contracts For The International Sale of Goods (1980)
and the American Law Institute’s Principles of the Law of Software Contracts (”Principles”) are
expressly excluded. The parties agree that (i) the Principles shall have no application whatsoever to
the interpretation or enforcement of this Agreement, and (ii) neither party shall invoke the Principles
in whole or in part in any proceeding relating to this Agreement. Notwithstanding the foregoing, MP
Ensystems may bring suit in any appropriate forum or court of competent jurisdiction for any breach of
this Agreement or misappropriation of its intellectual property rights, including claims for equitable
and injunctive relief.
The rights, restrictions, limitations, disclaimers and remedies granted to, retained by, or for the
benefit of MP Ensystems will enure to the benefit of and will be enforceable by MP Ensystems and its
licensors, successors and assigns. The obligations, covenants and rights, which apply to you, will enure
to your benefit and will be binding on you and your permitted successors and assigns.
You agree that MP Ensystems may disclose you as a customer of MP Ensystems and use your name and logo on
MP Ensystems’s website and in promotional materials as a licensee of the PROGRAM, unless you advise MP
Ensystems to the contrary in writing within thirty (30) days of the date you receive the PROGRAM from MP
21. Non-Personal Data
You agree that MP Ensystems may collect, maintain, process and use diagnostic, technical and related
information, including information related to your device, computer, system, application software,
peripherals to facilitate the provision of software update, product support and compliance verification,
and otherwise to improve the PROGRAM and other software products and delivery of related services.
Where applicable, you agree to advise MP Ensystems in the event there is any change to your residence
status or should you become registered for the purposes of the Excise Tax Act.
Regardless of any language into which this Agreement may be translated, the official, controlling
governing version of this Agreement shall be exclusively the English language version.