Software License Agreement
1/ Under this Software License Agreement (the "Agreement"), XooGuu (the "Vendor") grants to the user (the "Licensee") a non-exclusive and non-transferable license (the "License") to use BirdSend (the "Software").
2/ "Software" is accessible online via our website and includes any related printed, electronic and online documentation and any other files that may accompany the product.
3/ Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
4/ The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
5/ The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
6/ Licensee pays an ongoing recurring fee to use the Software. If Licensee stops paying, Licensee will no longer be able to access and use the software, and all Licensee’s data will be deleted from Licensee’s account.
Limitation of Liability
7/ IN NO EVENT SHALL VENDOR BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL VENDOR’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE SUM PAID TO VENDOR DURING THE TERM IN WHICH SUCH CLAIM IS MADE.
8/The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
9/ The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
Warrants and Representations
10/ The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
11/ The Licensee will be entitled to receive support via our online portal for as long as licensee remains a customer, at no additional cost.
12/ The Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost, for a period of as long as licensee remains a customer
13/ This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.
14/ The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
15/ The Parties to this Agreement submit to the jurisdiction of the courts of the State Capital Region of Jakarta, Republic of Indonesia, for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State Capital Region of Jakarta.
16 /Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
17/ If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
19/ This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.
20/ All notices to the Vendor under this Agreement are to be provided at the following address:
XooGuu: Maspion Plaza, Gunung Sahari Raya No. 18, 18th Floor, Jakarta 14420, Indonesia