Terms & Conditions
ZIVA STUDIO SOFTWARE & LICENSE AGREEMENT
Ziva.Studio is 100% owned by Palmate Solutions. 49/50, 3rd Floor, 3rd Cross, Raghavendra Nagar, Hennur, Outer Ring Road, Kalyan Nagar, Bengaluru, Karnataka 560043
This Agreement (“Software Agreement”) is a legal agreement between Customer (either an individual or a single entity) (referred to herein as “Customer”) and Palmate Solutions (“Company”).
By using the Ziva Studio Software, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree to the terms of this Agreement, do not purchase the Ziva Studio Software
This Agreement constitutes the entire licensing agreement between Customer and Company, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the website, the content, or services provided by or through the website, and the subject matter of this Agreement.
This agreement does not supersede the Source Code Agreement. The company may amend this Agreement at any time, without specific notice to Customer. The latest Agreement will be posted on the Site, and Customer should review this Agreement prior to using the Site.
Ziva Studio Software is sold on a licensed basis. It is a business to business transaction and is NON REFUNDABLE.
BY INSTALLING AND/OR USING THIS SOFTWARE CUSTOMER AGREES TO THE FOLLOWING LICENSE: COMPANY’S PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). COMPANY DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO CUSTOMER.
Company hereby grants to Customer, and Customer accepts, a non-exclusive license to use the Ziva Studio Software, object code form only (collectively referred to as the “Software” and “Program”), and any accompanying User Documentation, only as authorized in this License Agreement. The Software may be used on one domain name and unlimited sub-domains of that same domain name owned by the Customer. Customer agrees that Customer will not assign, sublicense, transfer, pledge, lease, rent, or share Customer’s rights under this License Agreement. Customer agrees that Customer may not reverse assemble, reverse compile, or otherwise rebrand the Software. Upon loading the Software into Customer’s computer, Customer may make a copy of the Software for backup purposes. Any such copies of the Software or the Owner’s Manual shall include Company’s copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Program or any portions thereof may be made by Customer or any person under Customer’s authority or control.
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties, protect this Software Agreement. This Agreement does not transfer any right, title or interest in the Ziva Studio Software to Customer except as specifically set forth herein.
The Software and all modifications or enhancements to, or derivative works based on the Software, whether created by Company, Customer or another third party, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software or any such modification, enhancement or derivative work shall not alter this Agreement and the Software shall remain the sole and exclusive property of Company.
Company warrants, for Customer benefit alone, that the Licensed Program conforms in all material respects to the specifications for the purchased version of the Licensed Program. This warranty is expressly conditioned on Customer’s observance of the operating, security, and data-control procedures set forth in the Owner’s Manual. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CUSTOMER DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
Company shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Program and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to Customer herein by Company. This Agreement does not provide Customer with title or ownership of the Licensed Program, but only a right of limited use. Customer must keep the Licensed Program free and clear of all claims, liens, and encumbrances.
Customer may not use, copy, modify, or distribute the Licensed Program (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Company. Customer may not reverse assemble, reverse compile, or otherwise, translate the Licensed Program. Customer rights may not be transferred, leased, assigned, or sublicensed except for a transfer of the Licensed Program in its entirety to (1) a successor in interest of Customer’s entire business who assumes the obligations of this Agreement or (2) any other party who is reasonably acceptable to Company, enters into a substitute version of this Agreement, and pays an administrative fee intended to cover attendant costs. No service bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly authorized by Company. If Customer uses, copies, or modifies the Licensed Program or if Customer transfers possession of any copy, adaptation, transcription, or merged portion of the Licensed Program to any other party in any way not expressly authorized by Company, Customer license is automatically terminated.
Company’s Right of Entry
Customer hereby authorizes the Company to access Customer’s web server in order to inspect Ziva Studio Software to verify Customer’s compliance with the terms hereof and to provide updates and fixes.
Customer acknowledges that, in the event of Customer breach of any of the foregoing provisions, Company will not have an adequate remedy in money or damages. Company shall, therefore, be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Company’s right to obtain injunctive relief shall not limit its right to seek further remedies. COPYRIGHT All title and copyrights in and to the Ziva Studio Software, the accompanying printed materials, are owned by Company, and copyright laws and international treaty provisions protect Ziva Studio Software. Therefore, Customer must treat the Ziva Studio Software like any other copyrighted material. The customer indemnifies Ziva Studio from any copyright claims that may arise from using their software.
Purchase of the licensed version of the software provides the Customer with the following support options Ticket support for the online designer for the lifetime of the current version Free feature updates and fixes to the online designer for 12 months.
Termination Due To Breach
The company may terminate this Software Agreement if Customer fails to comply with the terms and conditions of this Software Agreement. The company also reserves the right to take additional legal action for violations of this Software Agreement.
Customer agrees to indemnify, defend, and hold Company and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys’ fees) arising out of, or in connection with, this Software Agreement. Company agrees to indemnify, defend, and hold the Customer and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys’ fees) arising out of any breach of this Agreement by the Company.
Commercial or product designations (collectively, “Marks”) for promotional purposes only with the prior written consent of the other Party. Customer may use Company’s trademarks, service marks, trade names, logos, or other commercial or product designations (collectively, “Marks”) for promotional purposes only with the prior written consent of the other Party. Notwithstanding the foregoing, Customer grants to Company a non-exclusive, non-transferable, royalty-free, worldwide license to use Customer’s Marks (a) for the purposes of marketing, promotion, and content directories or indexes and (b) in electronic or printed advertising, publicity, press releases, newsletters and mailings about the Customer and the Customer/Company relationship.
Disclaimer of Warranties
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, COMPANY PROVIDES THAT ALL SOFTWARE PERFORMED HEREUNDER ARE “AS IS”. THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, REGARDING COMPANY’S SOFTWARE OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, TRADE PRACTICE, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS (A) ANY WARRANTY REGARDING: THE NUMBER OF PERSONS WHO WILL ACCESS THE CONTENT; (B) THAT THE SOFTWARE WILL MEET THE CUSTOMER’S NEEDS OR EXPECTATIONS, (C) THAT ALL NON-CONFORMISTS CAN OR WILL BE CORRECTED, OR (D) THE OPERATION OR APPEARANCE OF THE SOFTWARE. COMPANY DOES NOT GUARANTEE OR WARRANT THAT ACCESS TO OR USE OF THE DATABASE SHALL BE CONTINUOUS, UNINTERRUPTED, SECURE BEYOND COMPANY’S FIREWALL OR ERROR-FREE. IN THE EVENT OF INTERRUPTION OF THE SOFTWARE, COMPANY’S SOLE OBLIGATION SHALL BE TO RESTORE SERVICE AS SOON AS REASONABLY POSSIBLE.
Limitation of Liabilities
NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF COMPANY AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND CUSTOMER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR ELECTED BY COMPANY WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
The Company shall have the right to transfer and assign this Software Agreement, in whole or in part, to any person or entity who acquires all or substantially all of the business or assets of the Company or that portion of the business or assets to which this Software Agreement relates.