License Agreement

Version 1.0

This License Agreement (“Agreement”) is a legal agreement between the Licensee (as defined below) and the Licensor (as defined below), and applies to license of the Licensed Material (defined below) by the Licenser to the Licensee through the website https://www.photoconcierge.com (the "Website") and the mobile application (the “App”) operated by Photo Concierge Private Limited, having its registered office at No. 23/A, 2nd Floor, Imperial Court, Cunningham Road, Bengaluru-560052, Karnataka, India (“PC”).

THE LICENSOR AND LICENSEE HEREBY ACKNOWLEDGE AND AGREE THAT PC IS NOT A PARTY TO THIS AGREEMENT AND NO CLAIM SHALL BE MADE BY THE LICENSOR, THE LICENSEE OR ANY OF THEIR AFFILIATES AGAINST PC OR ITS AFFILIATES FOR ANY LOSS, DAMAGE OR ANY DISPUTE RELATING TO THE LICENSED MATERIAL, AND THE LICENSOR AND THE LICENSEE WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTIONS AGAINST PC TO THE FULLY EXTENT PERMITTED UNDER LAW. THE LICENSEE AND THE LICENSOR HEREBY AGREE AND ACKNOWLEDGE THAT PC ONLY PROVIDES A MARKET PLACE FOR THE LICENSE OF LICENSED MATERIAL, AND PC’s ROLE IS LIMITED TO COLLECTING LICENSE FEE FROM THE LICENSEE ON BEHALF OF THE LICENSOR.

THE LICENSOR AND LICENSEE HEREBY AGREE TO JOINTLY AND SEVERALLY INDEMNIFY PC AND ITS EMPLOYEES, PARENTS, AFFILIATES AGAINST ANY CLAIM, DAMAGE, EXPENSE OR OTHER LOSS INCURRED BY PHOTOSHELTER AS A RESULT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE MATTERS REFERENCED HEREIN.

1. Definitions

Agreement” means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice (incorporated by reference). The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency. The terms of this Agreement shall prevail in the event of any inconsistency with any provisions of the Terms of Service

"Footage" means any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format that are available for license as per terms of this Agreement.

"Invoice" means the computer-generated or pre-printed invoice provided to the Licensee through the Website or the App that may include, without limitation, details of the Licensor, Licensee, the Licensed Material, the license granted (Standard, Enhanced or Footage Use or Footage Comp License), any limitations on the Licence in addition to those specified herein, additional key terms of the licence and the corresponding License Fee for licence of the Licensed Material.

"Image(s) "means photographs, illustrations, vectors, drawings and the like available for license as per terms of this Agreement.

"Licensee" means the person or entity set forth in the applicable Invoice as the "licensee" and receiving the rights to the Licensed Materials as specified hereunde

"Licence Fee" means sums payable to the Licensor by Licensee in respect of license of the Licensed Material.

Licensed Material” means any Image(s) or Footage generated optically, electronically, digitally or by any other means, including any negatives, transparencies, films imprint, print, original digital files, or any other copies thereof protected by all intellectual property rights, including, without limitation copyright, trademark, patent or other intellectual property rights and proprietary rights which is licensed to Licensee by the Licensor under the terms and conditions of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.

"Licensor " means the person or entity set forth on the Invoice as the "licensor" and granting the license in respect of the Licensed Materials as specified in the Invoice and hereunder. For the avoidance of doubt, in no event shall PC be deemed for any purposes hereunder as the Licensor.

"Reproduction " or “Reproduce” Includes any form of copying or publication or incorporation of the whole or part of any Licensed Material whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Licensed Material (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting product may not appear to a reasonable person to be derived from the Licensed Material.

2. Rights Granted
2.1

The Licensor hereby grants the Licensee a non-exclusive, non-transferable right to use, modify and reproduce Licensed Material worldwide, in perpetuity, as expressly permitted by the applicable license (Standard, Enhanced, Footage Use or Footage Comp)as specified in the Invoice, and subject to the limitations set forth herein:

A. IMAGE LICENSES
I. A STANDARD IMAGE LICENSE grants the Licensee the right to use Images:
i.

As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations of USD $10,000);

ii.

Printed in physical form as part of product packaging and labelling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate;

iii.

As part of an "Out-of-Home" advertising campaign, provided the intended audience for such campaign is less than 500,000 gross impressions.

iv.

Incorporated into film, video, television series, advertisement, or other multimedia productions for distribution in any medium now known or hereafter devised (each a "Production"), without regard to audience size, provided the budget for any such Production does not exceed USD $10,000;

v.

For Licensee’s own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).

II. AN ENHANCED IMAGE LICENSE grants the Licensee the right to use Images:
i.

In any manner permitted under a Standard Image License, without any limitation on the number of reproductions, impressions, or budget;

ii.

Incorporated into merchandise or promotional items for sale or distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s).

iii.

In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client, and not for sale.

iv.

Incorporated as elements of digital templates for sale or distribution.

B. FOOTAGE LICENSES
I. A FOOTAGE USE LICENSE grants the Licensee the right to use Footage:
i.

in Productions (i.e., a film, video, television series, advertisement, or other multimedia production) displayed or distributed to the public by any means now known or hereafter devised;

ii.

in connection with a live performance;

iii.

on websites.

II. A FOOTAGE COMP LICENSE grants the Licensee the right to use watermarked, low resolution Footage as a comp (the "Comp Footage") solely in test, sample, comp, or rough cut evaluation materials. Footage Comp Licenses do not permit you to display or distribute to the public or incorporated into any final materials any such Footage. Comp Footage can be edited, but you may not remove or alter the Licensor’s watermark.
2.2.

The term "Non-transferable" as used herein Section 2.1 shall mean that except as specifically provided in the Agreement, the Licensee shall not sell, rent, load, give, sublicense, or otherwise transfer to anyone, any Licensed Material or the right to use the Licensed Material. The Licensee may however, make a one-time transfer of the Licensed Material to a third party for the sole purpose of causing such third party to print and/or manufacture Licensee’s goods incorporating Licensed Material subject to the terms and conditions herein. In addition, the work the Licensee produces with the Licensed Material must be used for the Licensee, the Licensee’s direct employer, client, or customer, who must be the end user of the Licensee’s work. The Licensee shall take all commercially reasonable steps to prevent third parties from duplicating any Licensed Material. The Licensee shall notify the Licensor about any unauthorized duplication of any Licensed Work.

2.3.

This is a single seat license. License herein is granted to one person to download and use Licensed Material as per the terms of this Agreement. Licensee’s user name and password are to be used only by Licensee. The Licensed Material shall be available for onetime download by Licensee for a period of 60 days from the date of purchase of the license by the Licensee. For the purposes of this Agreement, a day is defined as the twenty four (24) hour period beginning at the time of purchase of license of Licensed Material by the Licensee.

3. Prohibitions
3.1.

The Licensee shall not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download, distribute or extract the Licensed Material. Nor shall the Licensee keep in possession or store any high-resolution files of the Licensed Material on its server, any digital media, disk or drive, whether online or in any other medium, from where a third party can have access to the Licensed Material.

3.2.

The Licensed Material (or any part of them) cannot be incorporated into a logo, trade mark, business name, design-mark or service mark.

3.3.

The Licensee shall not sublicense or resell or assign or gift any Licensed Material or otherwise make it available for use or distribution separately. The Licensee may use the Licensed Material as an integral part of a web page design, but shall not make available the Licensed Material for downloading separately or in a format designed or intended for permanent storage or re-use by its website users. Licensee may provide to its customers with copies of the Licensed Material as an integral part of a work product as per the Agreement, but shall not provide them with the Licensed Material or permit them to use Licensed Material separately.

3.4.

Pornographic, defamatory, libellous, immoral, obscene, fraudulent or otherwise unlawful use of the Licensed Material is strictly prohibited, whether directly or in context or in juxtaposition with specific subject matter. The Licensee agrees not to use the Licensed Material for any sensitive subject matter, including, but not limited to, sex related products and services, dating or similar services, political endorsements, substance abuse, alcohol, tobacco, AIDS, cancer, mental ailments, homosexual or alternative lifestyle issues, and physical or mental abuse.

3.5.

If any Licensed Material featuring a model is used (i) in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or (ii) in a manner that the depiction of the model in the Licensed Material would be unflattering or unduly controversial to a reasonable person, or (iii) along with some descriptive information, including, but not limited to name, educational qualification, age, career related information, the Licensee shall accompany each such use with a statement indicating that the person is a model and the Image is being used for illustrative purposes only. Any of the body parts or basic features of the models in the Licensed Material should not be cropped, altered, manipulated or distorted without a prior written approval of the Licensor. Licensee shall not use any Licensed Material featuring any model or a person in a way that places the model or person depicted in the Licensed Material in a bad light or implies that the model or the person engages in any immoral or illegal activity or suffers from a physical or mental infirmity, ailment or condition.

3.6.

The Licensee shall not use the Licensed Material in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.

3.7.

The Licensee shall not use any Licensed Material on a third party website that claims to acquire rights in the Licensed Material contrary to this Agreement as a result of such use.

3.8.

The Licensee shall not use any Licensed Material identified as “Editorial Use Only”, for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement “Editorial Use Only” of Licensed Material means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor).

3.9.

Licensee shall not use any Licensed Material in a manner that competes with PC’s or Licensor’s business including, but not limited to, displaying Licensed Material in any format (including thumbnails) for download or export on a website or offering Licensed Material for sale or license.

3.10.

Use "stills" derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.

3.11.

The Licensee shall not use or display any Licensed Material in such a manner that gives the impression that the Licensed Material is created by Licensee or a person other than the copyright holder of the Licensed Material.

4. Intellectual Property Rights, Copyright issues and Image Credits
4.1.

The Licensor is the sole and exclusive owner of all the Licensed Material.

4.2.

No ownership or copyright in any Licensed Material shall pass to Licensee by the issue of the licence herein this Agreement.

4.3.

If and where commercially reasonable, the use of Licensed Material in any merchandise or film, television broadcast, documentary or other audio-video or multimedia project, shall be accompanied by a credit as hereof- [Image(s) or Footage (as applicable), used under license from ‘name of Licensor’].

4.4.

Unless otherwise agreed in writing, if any Licensed Material is reproduced by Licensee for editorial purposes (i.e., for any non-promotional purpose) Licensee must include the following credit line adjacent to the Licensed Material: [‘name of the Licensor’].

4.5.

Licensor's copyright notice and the Licensed Material identification reference which appear in the Licensed Material file must remain with Licensee’s digital copy of the Licensed Material at all times. Licensee shall retain the copyright notice, the Licensor’s name and the respective artist, and any other information or metadata that is embedded in the electronic file that comprises any Licensed Material which Licensee have downloaded from the Website or the App. Failure to maintain the integrity of the copyright information will constitute a breach of this Agreement.

4.6.

Licensee shall immediately notify the Licensor if Licensee becomes aware of or suspect that any third party has gained access to the Licensed Material through Licensee, and is wrongfully using the Licensed Material, in whole or in part, or is violating any of Licensor's intellectual property rights, including, but not limited to, trademarks and copyrights.

4.7.

Any use of the Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement and other violation, entitling the Licensor to exercise all rights and remedies available to it under copyright laws and other statutes around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement and other violation, including any claims by a third party.

5. Warranty and limitation of liability
5.1.

The Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material or refund of the purchase price, at Licensor’s sole option); (iii) Licensee's use of the Licensed Material in its original form (i.e., excluding any modifications, overlays or re-focusing by Licensee), and when used strictly in accordance with this Agreement, will not infringe on any (a) copyrights or moral rights of any person or entity, and (iv) if a release is provided by the Licensor under Section 9.1, Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement will not infringe on any trademark or any right of privacy or right of publicity.

5.2.

THE LICENSED MATERIAL IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.THE LICENSOR DOES NOTMAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSOR DOES NOT WARRANT THAT THE LICENSED MATERIAL, OR OTHER MATERIALS PROVIDED ALONG WITH THE LICENSED MATERIAL, WILL MEET LICENSEE’S REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE LICENSED MATERIAL AND ITS DELIVERY SYSTEM IS SOLELY WITH THE LICENSEE.

5.3.

UNLESS EXPRESSLY PROVIDED FOR HEREIN THIS AGREEMENT, IN NO EVENT SHALL THE LICENSOR, ITS AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, MEMBERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, COSTS OR LOSSES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE), COMMON LAW OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, IN ANY WAY CONNECTED WITH THE USE OF THE LICENSED MATERIAL, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. IF THAT IS TRUE IN LICENSEE’S JURISDICTION, THEN TO THE EXTENT PERMITTED BY LAW, THE LICENSOR LIMITS ITS LIABILITY FOR ANY CLAIMS UNDER THOSE WARRANTIES OR CONDITIONS SUPPLYING YOU THE LICENSED MATERIAL AGAIN. WITHOUT LIMITING ANY OTHER TERM HEREIN, THE LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

5.4.

LICENSEE UNDERSTANDS THAT IT SHOULD SEEK THE ADVICE OF COMPETENT COUNSEL BEFORE USING LICENSING AND USING LICENSED MATERIAL.

5.5.

The Licensor does not warrant the accuracy of the captioning, keywords or any other information associated with the Licensed Material, as well as integrity of editorial Licensed Material.

6. Payments, Refunds
6.1.

No rights shall be granted to the Licensee herein this Agreement and no Reproduction of any Licensed Material is authorised until payment of License Fee in full has been received by PC (on the behalf of the Licensor) from the Licensee. Any Reproduction by Licensee or on Licensee’s behalf prior to payment being received by the Licensor constitutes a breach of this Agreement which entitles the Licensor to immediately terminate this Agreement and further constitutes an infringement of copyright.

6.2.

The Licensor shall be under no obligation to issue refund of License Fee under any circumstances, unless required by law.

Condition of Licensed Material-Licensee shall make sure that Licensee examines the Licensed Material for possible defects (whether digital or otherwise) before sending the Licensed Material for reproduction. Subject to Section 5.1 (ii), The Licensor shall not be liable for any loss or damage suffered by the Licensee or any third party arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
8. Indemnity
8.1.

Licensee agrees to indemnify, defend, and hold the Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors, employees and service providers harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from Licensee’s unauthorised use of any Licensed Material, or any other breach by Licensee of any of its obligations under this Agreement, or Licensee's failure to obtain any required release. Such indemnification is in addition to Licensor’s right to terminate for a breach of the representations and warranties and is not a waiver or limitation of Licensor’s other rights or remedies.

8.2.

Provided Licensed Material is only used in accordance with this Agreement and the Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5, The Licensor shall subject to Sections 5, 8.3 and 11.2, defend, indemnify and hold Licensee harmless from all damages (except punitive damages not directly attributable to acts of the Licensor), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the Licensor is in breach of its warranties as set forth in Section 5 above. Provided, however, that the aggregate maximum liability of the Licensor to any Licensee under this Agreement and any other agreement, regardless of the number, file size, or the use or exploitation of any or all of the Licensed Material in any manner whatsoever, shall be limited to an aggregate of 10,000 INR.

8.3.

The party seeking indemnification pursuant to this Section shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall cooperate in the defence of any such claim or litigation. Indemnified party shall have the right to participate in such litigation, at its own expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

9. Release information
9.1.

The Licensor shall notify Licensee if it has obtained a model release and/or a property release for the Licensed Material, either in the Licensed Material on the Website or the App, or by written notice to the Licensee. The warranty and indemnity set forth in Sections 5.1(iv) and 8.1 below are only provided if and when such written notification is given by the Licensor. If no such notification is given by the Licensor, then no such model or property release has been obtained and thereby, the warranty and indemnity as set forth in Sections 5.1(iv) and 8.1 would become void and not enforceable.

9.2.

Except where Licensee is specifically notified that a model and/or property release has been obtained by the Licensor, the Licensor does not grant any rights or makes any warranties with regard to the use of the use of models, people, names, trademarks, logos, uniforms, designs or artistic works or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of the Licensed Material, and Licensee shall be solely responsible for obtaining any required release. In respect of any release delivered with any Editorial Licensed Material, the Licensor does not make any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Material made by the Licensee. The Licensee shall obtain all necessary individual, model, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Licensed Material prior to using the Licensed Material.

10. Termination
10.1.

Not with standing any term of this Agreement, the Licensor reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorised use from the Licensor relating to the Licensed Material; or (ii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy or delete all copies and archives of the Licensed Material and accompanying materials; and (iii) if requested, confirm to the Licensor in writing that the Licensee hascomplied with these requirements.

10.2.

The Licensee agree that any breach of this Agreement by the Licensee would cause irreparable harm, injury, loss and damage to the Licensor, accordingly, the Licensor shall be entitled to injunctive and other equitable relief in the event of any such breach of this Agreement by Licensee. The Licensor’s rights hereof is in addition to and without prejudice to any other remedies the Licensor may have at law or in equity.

11. Miscellaneous terms
11.1.

Audit: Licensee shall keep accurate and detailed records of the use of any Licensed Material for Reproduction and the Licensed Material that Licensee shall use as part of work for a client or customer. These records must include the name of the client or customer, the Licensed Material number as well as the date or dates on which the Licensed Material were used. Licensee shall deliver copies of such records to the Licensor at the Licensor's request. The Licensor, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Licensed Material to ensure that the Licensed Materials are being used in accordance with this Agreement. Licensee shall, upon reasonable notice, provide sample copies of Reproductions containing Licensed Material to the Licensor. In addition, upon reasonable notice, the Licensor may, at its discretion, either itself or through a third party, audit Licensee's records related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to the Licensor of five percent (5%) or more of the amount that Licensee should have paid for the time period that is the subject of the audit, in addition to paying the Licensor the amount of such underpayment, Licensee shall also reimburse the Licensor for the costs of conducting such audit. Where the Licensor reasonably believes that Licensed Material is being used outside of the scope of the licence granted under this Agreement, Licensee shall, at Licensor’s request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by the Licensor.

11.2. WITHDRAWAL
11.2.1.

The Licensor reserve the right to revoke or amend the license granted by this Agreement and replace the Licensed Material with an alternative for any reason.

11.2.2.

Upon notice from the Licensor to the Licensee, or upon Licensee’s knowledge that any Licensed Material is subject to a threatened, potential or actual claim of infringement of another’s right for which the Licensor may be liable, Licensee must immediately and at Licensee’s own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); (iii) ensure that Licensee’s clients, printers or internet service providers do likewise; and (iv) duly inform the Licensor about the same.

11.3.

Ability to Accept the Agreement. Each of the Licensor and the Licensee confirms that he/she is more than 18 years of age and competent to enter into the Agreement, and to abide by and comply with the Agreement.

11.4.

Waiver. No action of the Licensor, other than an express written waiver, may be construed as a waiver of any Section of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. In the event that the Licensor waives any specific part of this Agreement, such fact does not mean that any other part is waived.

11.5.

Severability. Should any Section of this Agreement be found unenforceable, that will not affect any other Section and each will remain in full force and effect.

11.6.

Notice. Unless otherwise stated in this Agreement, all notices to be given under this Agreement must be in writing and must be emailed, along with delivery of a hard copy of the notice, to the parties at their address mentioned in the Invoice. All hard copies of the notice shall be given via certified mail, return receipt requested, or overnight courier, recipient's signature required.

11.7.

Governing Laws and Jurisdiction of Courts. This agreement, its validity and effect, shall be interpreted under and governed by the laws of India and be subject to the exclusive jurisdiction of courts at Bangalore only and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The Licensor shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against the Licensee in the event that, in the opinion of the Licensor, such action is necessary or desirable.

11.8.

Entire Agreement. This Agreement contains all the terms of the licence agreement and entire agreement of the parties, and supersedes any proposal or prior agreement, oral or written, and any other communication between the Licensor and the Licensee relating to the subject of this Agreement. Notwithstanding the foregoing, the Licensor reserves the right to change any of the terms of this Agreement at any time, and Licensee agree to be bound by such changes.