Licensing Agreement

Effective Date: April 19, 2019

This Licensing Agreement (“Agreement”) is made between Digiqal Technologies Private Limited, a company incorporated under the laws of India, with its registered office at 261, Kartora, Ambedkar Nagar, Uttar Pradesh 224146, India (“Licensor,” “we,” “our,” or “us”) and the individual or entity accessing or using Digiqal’s services, software, products, or solutions (“Licensee,” “you,” or “your”).

By accessing, downloading, installing, or using any of Digiqal’s licensed services or products, including software, cloud hosting, gaming solutions, or any other service, you agree to comply with the terms and conditions set forth in this Agreement.

1. Grant of License

Subject to the terms of this Agreement, Digiqal grants the Licensee a non-exclusive, non-transferable, revocable license to use the products or services provided by Digiqal (“Licensed Products”). This license is granted solely for the Licensee’s personal or internal business purposes, as applicable, and is subject to the limitations outlined herein.

The license will allow you to:

• Access and use Digiqal’s software, cloud hosting services, or other licensed products (such as Enixo Studio, Qomet, Complex Code, Bloorb Media, etc.) under the terms provided in this Agreement.
• Install and use the Licensed Products on your devices, servers, or networks as per the terms of this Agreement.

2. License Limitations

The Licensee may not:

• Re-sell, lease, sublicense, transfer, or distribute the Licensed Products, in whole or in part, to any third party, unless expressly authorized by Digiqal.
• Reverse engineer, decompile, or disassemble the Licensed Products, unless specifically permitted by law.
• Modify, copy, or create derivative works of the Licensed Products, in whole or in part, except as allowed by the functionality of the service or product.
• Use the Licensed Products in violation of any applicable laws, regulations, or third-party rights, including intellectual property laws.
• Remove, alter, or obscure any proprietary notices or labels from the Licensed Products, including but not limited to copyright, trademark, or other notices.
• Use the Licensed Products for any unlawful, abusive, or malicious activities, including those that may damage, disrupt, or interfere with the functionality or security of Digiqal’s systems or services.

3. Intellectual Property Rights

All rights, title, and interest, including all intellectual property rights, in and to the Licensed Products, including but not limited to software, code, documentation, designs, and trademarks, are the exclusive property of Digiqal or its licensors. The Licensee’s use of the Licensed Products does not grant any ownership rights or transfer any intellectual property rights.

• Copyright: All materials provided with the Licensed Products are protected by copyright and may only be used as permitted under this Agreement.
• Trademarks: Digiqal’s trademarks and service marks, including logos, taglines, and names, are the property of Digiqal and may not be used without prior written consent.

4. Types of Licensing for Project Source Code

Certain project source codes provided by Digiqal may have different licensing models based on the nature of the work. The Licensee agrees to comply with the licensing model applicable to each project:

• Single Use License: For specific projects or solutions, Digiqal may grant a Single Use License. This license allows the Licensee to use the project source code or solution for a single installation or use case only. The Licensee is prohibited from distributing or reselling the code or solution, and the license is strictly non-transferable.

• Resell and Full Rights License: For other projects, Digiqal may grant a Resell and Full Rights License. This allows the Licensee to modify, distribute, and resell the source code or solution, including the right to use it for multiple installations or applications. The Licensee will retain ownership and full rights to any modifications or derivatives of the Licensed Product. However, the Licensee must comply with the terms of the Agreement regarding the resale and distribution of the product.

Each project or source code may come with its own specific terms and conditions. The Licensee is responsible for reviewing and adhering to the specific license associated with the project, as provided in the service agreement or project contract.

5. Term and Termination

This Agreement shall commence on the date you begin using the Licensed Products and will remain in effect until terminated. Digiqal reserves the right to terminate this Agreement immediately if you breach any of its terms or conditions.

Upon termination:

• You must immediately stop using the Licensed Products and uninstall any software or services provided by Digiqal.
• All rights granted under this Agreement will immediately cease, and you must destroy all copies of the Licensed Products in your possession.

You may terminate this Agreement by ceasing to use the Licensed Products and notifying Digiqal in writing. Termination of this Agreement does not relieve you of any financial obligations or liabilities accrued during the term.

6. Updates and Support

• Updates: Digiqal may, from time to time, provide updates, bug fixes, patches, or new versions of the Licensed Products. These updates may be made available to the Licensee at the sole discretion of Digiqal, and any updates will be subject to the terms of this Agreement.
• Support: Digiqal may offer customer support for the Licensed Products, including troubleshooting and assistance, as described in the relevant service agreements or product documentation. Any support services provided by Digiqal are subject to the terms of this Agreement.

7. Warranty Disclaimer

Digiqal’s Licensed Products are provided “as is,” without any warranty of any kind, express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose. Digiqal does not warrant that the Licensed Products will be error-free or uninterrupted, nor that any defects will be corrected.

• No Guarantee: Digiqal does not guarantee that the Licensed Products will meet your specific requirements or that they will function in all environments or conditions.
• Limitation of Liability: In no event shall Digiqal be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of data, profits, or business opportunities, arising out of or in connection with the use or inability to use the Licensed Products.

8. Indemnification

You agree to indemnify, defend, and hold harmless Digiqal, its affiliates, officers, directors, employees, and agents from any claim, liability, damage, loss, or expense (including legal fees) arising out of or related to your use of the Licensed Products, violation of this Agreement, or infringement of any third-party rights.

9. Compliance with Laws

You agree to comply with all applicable local, national, and international laws, regulations, and ordinances governing your use of the Licensed Products. This includes but is not limited to:

• Data protection and privacy laws.
• Intellectual property laws.
• Export control regulations.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising from this Agreement will be subject to the exclusive jurisdiction of the courts in Ambedkar Nagar, Uttar Pradesh, India.

11. Amendments

Digiqal reserves the right to amend or modify the terms of this Licensing Agreement at any time. Any changes will be posted on our website or communicated to you directly, and such changes will be effective immediately upon posting. Your continued use of the Licensed Products after such modifications constitutes acceptance of the new terms.

12. Contact Information

For any questions or concerns regarding this Licensing Agreement, or to request further information, please contact Digiqal at:

Digiqal Technologies Private Limited
Website: www.digiqal.in
Email: cs@digiqal.in
Phone: +917703007703