CoeurData
Undraleu®

Customer Name

License Agreement
 
 
CoeurData Legal
2023

 

 

 

 

 

 

LICENSE AGREEMENT FOR UNDRALEU

COEURDATA LICENSES THE UNDRALEU PRODUCT SUBJECT TO THE TERMS CONTAINED IN THIS LICENSE AGREEMENT (“LA”). BY INSTALLING, COPYING OR OTHERWISE USING THE UNDRALEU PRODUCT (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS LA. IF YOU DO NOT AGREE TO THE TERMS OF THIS LA, DO NOT INSTALL, COPY, ACTIVATE OR USE UNDRALEU.

 

NOTICE TO CUSTOMER

This LA is a contract between the Customer and (CoeurData Ltd.), which governs the use of Undraleu Product that accompanies this LA and related software components, which may include associated media, online or electronic documentation and printed materials.

 

For the rest of the document any reference to Customer or you refer to Customer Name and any reference to Company refers to CoeurData Ltd.

 

  1. DEFINITIONS
  2. “Undraleu” means the computer programs, application, repository, and software, including relevant updates to Undraleu, and associated materials and Documentation. The key feature of which are mentioned in Annexure 1 hereto.
  3. “Documentation” refers to the user manuals/guides (whether in printed or electronic form) to enable your personnel to use and to fully understand the use, installation, and operations of Undraleu including technical documentation, if any.
  4. “Intellectual Property” means all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, data models, user interface designs, table contents, copyrights, licences, franchises, formulae, designs, and other confidential information.
  5. “Intellectual Property Rights” means all rights, benefits, title, or interest in or to any Intellectual Property, anywhere in the world (whether registered or not and including all applications for the same).
  6. “Repository” means the set of database objects which store data that Undraleu requires including but not limited to those tables that store best practices and related information. This also includes the underlying data model.
  7. “Reports” means any direct or indirect extracts from Undraleu application or its underlying data model through the means available through Undraleu application or any other means that extract such information from Undraleu product.
  8. “Updates” may include new versions, bug fixes, patches, releases, and any other related artefacts that are deemed to be applied on Undraleu.

 

  1. GRANT OF LICENSE
    1. Subject to the terms of this Agreement, Company hereby grants a non-exclusive, non-transferable, and term-based license to use Undraleu in object code form only, including but not limited to program modules, feature set(s) or feature(s) and related end user documentation.
    2. The period of license is as detailed in Annexure 2 of this Agreement.
    3. You acknowledge that this Agreement unless modified and agreed to by both parties also applies to subsequent purchases of Undraleu/Undraleu License(s) and any updated versions of the program and materials including any upgrades and enhancements related thereto. Any receipt of an updated version and the use thereof is subject to this Agreement.
    4. Notwithstanding anything mentioned in this agreement to the contrary the Intellectual Property Rights in Undraleu including but not limited to any modifications, improvement, translations, customization, localization etc. would vest with the Company.
    5. You acknowledge that the programs, hardware, data, information, user interface design flow and the documentation contained in the repository, database tables, package, underlying ideas, algorithms, concepts, procedures, processes, principles, and methods of operation are confidential and contain trade secrets, and you shall use your best efforts to maintain the confidentialities thereof. Without limiting the generality of the preceding sentence, the Undraleu, programs and the accompanying documentation are copyrighted and may not be copied, modified, reused,  except as specifically allowed by this license.
    6. The repository and its structure should not be copied, modified, or reused. The repository shall be managed and accessed only using Undraleu and shall not be managed using any third-party applications/tools. “managed” and “accessed” in this context imply “Updates/Deletes/Inserts/Queried” only and don’t cover maintenance tasks such as Backups/Restores using tools that are external to Undraleu.
    7. You may make backup copies of Undraleu in machine-readable form, solely for archival or backup purposes, provided the copyright notice and other proprietary legends on Undraleu are included on any archival/backup copies made. You may only restore the materials from the backup on the computer or server for which Undraleu is licensed. The backup copy should rest in a computer/server located in installation site and you may not use the backup copy or allow anyone else to use this copy for any purpose other than to replace the original copy in the event it is destroyed or becomes defective.
    8. The license granted herein is a limited license which entitles you to install and use Undraleu as per terms described in Annexure 2.

 

  1. DELIVERY AND INSTALLATION
  2. Within mutually agreed days, Company shall deliver to you Undraleu and Documentation.
  3. Undraleu will be delivered in machine readable object code only.

 

  1. WARRANTIES
  2. Warranty: Company warrants that Undraleu will substantially conform to the description and specifications of Undraleu as set forth in Annexure I hereto.
  3. Limited Warranty: The Company warrants that Undraleu will be free of defects for a period of 30 days after the date of delivery of Undraleu. Except for the preceding express limited warranty, to the maximum extent permitted by applicable law, Company provides Undraleu on an “as is” basis without any warranties of any kind, express, implied, statutory, or in any other provision of this agreement or communication with you, and Company specifically disclaims any implied warranties of merchantability or fitness for a particular purpose. Company bears no liability for any damages resulting from use (or attempted use) of Undraleu through and after the expiration date.
  4. Company will not provide any support services to Customer unless Customer has purchased and maintains support at the rates agreed upon by the parties

 

  1. DOCUMENTATION AND TRAINING
  2. Upon delivery of Undraleu, Company shall provide to you one copy of Documentation for each such Software, sufficient to enable your personnel to use and to fully understand the use and operations of Undraleu. You may copy the Documentation to satisfy your own internal requirements or may request Company to furnish additional copies at Company’s current standard prices.
  3. If training is required and/or included for Undraleu, the charge, duration, nature, and other particulars applicable to such training shall be mutually agreed between the parties.

 

  1. OWNERSHIP

Company shall retain all right, title and interest, including all intellectual property rights, in and to Undraleu and the Documentation including but not limited to future updates, modifications, corrections etc. relating to Undraleu.

  1. INVOICING AND PAYMENT
  1. The license fees and other charges (if any) payable by you to Company, for Undraleu, shall be paid, subject to the withholding tax applicable, in the manner enumerated in Annexure 2.
  2. Each invoice properly rendered in accordance with this Agreement, shall be payable within 30 days of invoice receipt.
  3. You agree to pay all local taxes levied.

 

  1. INDEMNIFICATION: The parties agree to indemnify and hold harmless each other from and against loss, suit damage or claim including reasonable attorney’s fees and costs, arising out of or connected with the use of Undraleu.

 

  1. Relationship of the Parties

You are not, and shall not be, a partner, agent, representative or joint venture of Company. You have no authority to assume or create any obligation for or on behalf of Company, express or implied, with respect to Undraleu.

  1. TRADEMARKS

You acknowledge that the symbols, trademarks, and service marks adopted by Company or its suppliers to identify Undraleu, belong to Company and its suppliers and that you shall have no rights in the Trademarks except as expressly set forth herein.

  1. General Restrictions
  2. You shall not market, distribute or transfer copies of Undraleu and its associated data and/or information and hardware/software key to any third party.
  3. Undraleu and its associated data and/or information and hardware/software key contain intellectual property and to protect them you may not decompile, reverse compile, reverse engineer, reverse translate, disassemble, or otherwise reduce Undraleu or its associated data, repository and/or information to a human readable form or distribute them to any third party.
  4. You shall not modify, adapt, translate, rent, sell, give, lease or loan Software or its associated data, repository and/or information or create derivative works based on Undraleu, its associated data, repository and/or information or the accompanying written materials.
  5. You understand that Company may upgrade, enhance, or revise Undraleu and in doing so Company has no obligation to furnish such upgrades to you unless you have paid the applicable support fees agreed upon by the parties.
  6. The installation, activation, and use of Undraleu are subject to all applicable Government regulations at the jurisdiction of the user. It is the users’ responsibility to ensure complete legal compliances including but not limited to export and re-export regulations arising out of the installation, activation, and use of Undraleu.

 

  1. TERM AND TERMINATION
  2. This Agreement shall commence as of the Effective Date and continue thereafter unless terminated as provided hereunder.
  3. Company can terminate the license agreement for non-payment of fees by providing thirty (30) days written notice to you.
  4. Either Party may terminate this Agreement at any time by giving at least thirty (30) days prior written notice to the other, in the following events:
    1. Any material breach of obligations by one party and if such breach is not cured prior to the expiration of said thirty (30) days; or
    2. One Party commits any other breach of the terms of this Agreement and in case of a breach capable of being remedied shall have failed, within 15 days after the receipt of a request in writing from the other Party, to remedy the breach, (such request containing a notice of the Party’s intention to terminate).
  5. Notwithstanding anything contained herein, either party reserves the right to terminate this Agreement at any time, without assigning any reason, by giving a prior written notice of 30 (thirty) days to you. Company shall refund to Customer all fees paid for the year of subscription if Company terminates this agreement without a reason.
  6. It is hereby agreed and understood by the Parties that the provisions of this Section shall not limit or restrict, nor shall they preclude any Party from pursuing such further and other legal actions, against the other Party for any breach or non-compliance of the terms of this Agreement.
  7. Upon termination:
  8. You shall discontinue use and certify as destroyed, or return to Company, all copies of Undraleu.
  9. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement. Within 30 calendar days after termination of the Agreement, you shall pay to Company all sums then due and owing.
  • Neither party shall be liable to the other or to any other person for a loss or damage occasioned by their termination of this Agreement as provided herein.

Both parties agree that on termination they shall ensure that the obligations already arisen shall be complied with by the respective parties notwithstanding the termination.

 

  1. LIMITATION OF LIABILITY

Neither party shall be liable to the other party for indirect, incidental, consequential, special or exemplary damages arising from this Agreement, even if that Party has been advised of the possibility of such damages, such as, but not limited to, loss of revenue or anticipated profits or lost business.  This exclusion will not apply to (i) ANY DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) AMOUNTS TO BE PAID BY AN INDEMNITOR PURSUANT TO THE INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT (NO MATTER HOW SUCH DAMAGES MIGHT BE CHARACTERIZED BY A THIRD PARTY); OR (iii) DAMAGES CAUSED BY A BREACH OF ANY CONFIDENTIALITY CLAUSE IN THIS AGREEMENT OR  CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT EXECUTED PURSUANT TO THIS AGREEMENT.  THE REMEDIES SPECIFIED IN THIS AGREEMENT ARE CUMULATIVE AND IN ADDITION TO ANY REMEDIES AVAILABLE AT LAW OR IN EQUITY.

  1. FORCE MAJEURE

The Parties shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered, or delayed by a Force Majeure event (as defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues.  Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Party including, without limitation, unavailability of any communication system, breach or virus in the processes, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, etc.  If the Force Majeure event continues for more than 60 days, the affected party may terminate the Agreement without liability and receive a refund of any prepaid fees for performance of this Agreement not yet delivered.

  1. ASSIGNMENT

This Agreement may not be assigned by any of the Parties hereto without the prior written consent of the other Party, provided however that you may assign your right, title, and interest in this Agreement to any of your Affiliates without the prior consent of Company.

  1. GOVERNING LAW AND ARBITRATION
  2. The provisions of this Agreement shall be governed by and construed in accordance with laws of England and Wales.
  3. Any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the state of Delaware. The place of arbitration shall be the state of Delaware and any award whether interim or final, shall be made, and shall be deemed for all purposes between the parties to be made, in the state of Delaware.
  4. The arbitral procedure shall be conducted in the English language and any award or awards shall be rendered in English.
  5. Courts in the state of Delaware will have exclusive jurisdiction.

 

  1. MISCELLANEOUS
  2. Amendments; No Waivers: Any provision of this Agreement may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment by each of Company and You, or in the case of a waiver, by the Party against whom the waiver is to be effective.
  3. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
  4. Successors and Assigns: The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns and Affiliates.
  5. Entire Agreement; No Third-Party Rights: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written agreements, understandings, and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition, or warranty not set forth herein has been made or relied upon by any Party hereto.
  6. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties to this Agreement any rights or remedies hereunder.
  7. Further Assurances: In connection with this Agreement, as well as all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and to perform such additional actions as may be necessary, appropriate, or reasonably requested to carry out or evidence the transactions contemplated hereby.
  8. Severability: The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality, or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality, or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.
  9. Indemnity: Company agrees to indemnify, defend, and hold Customer harmless from all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of any third-party claims of infringement of any patent, trade secret, copyright, trademark, service mark, trade name or similar proprietary or intellectual property right.
  10. Confidentiality: Each party may have access to information that is confidential to the other party (“Confidential Information”). Confidential Information shall include, but not be limited to, the software, object code, source code, manuals or other documentation, the terms of this Agreement and all referenced exhibits, formulas, methods, know how, processes, designs of products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the terms and pricing under this Agreement. Both parties shall treat all such information, regardless of the media communicated in (e.g., written or verbal) as confidential, whether the communicating party has identified the information as confidential, and shall not disclose any part thereof without prior written consent of the disclosing party. Both Company and Customer will, upon expiration or termination of the agreement destroy and/or return any confidential information.

 

  1. Captions: The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
  2. Annexure: This Agreement together with all Annexure hereto forms a single Agreement between the Parties hereto.
  3. If there is any inconsistency between the provisions of this Agreement and the Annexure, the provisions of this Agreement shall prevail and supersede the provisions of the Annexure.
  4. CONTACT INFORMATION: If you have any questions about this Agreement, or if you want to contact Company for any reason, please direct all correspondence to:

 

CoeurData Ltd.

Abbey House,

450 Bath Road,

West Drayton, UB7 0EB,

United Kingdom

 

 

 

 

 

 

ANNEXURE 1

Key features of Undraleu®

  • Library of best practices.
  • “Framework” based code review tool.
  • Available “on-demand” through web browser.
  • Provides reports with different perspectives for developer, technical lead, application managers or architects.
  • Dashboards indicating general overview of the health of the code profiled indicating an impacted category of code quality e.g., Maintainability, Performance, Documentation etc. or criticality of the non-conformance e.g., Critical, Major, Minor, Informational etc.
  • Report on violations for each best practice – technical leads perspective e.g., lists all code that does not handle errors as per the standards.
  • Report on category of violation e.g., lists all code that do not conform to performance best practices e.g., Maintainability, Performance, Documentation etc.
  • Allows “framework” oriented development.
  • A “buffet” based approach to choosing conformance models.
  • Adapts to any development team structures.
  • Facilitates code to follow consistent patterns and sidestep common errors

 

 

 

ANNEXURE 2

TERMS OF LICENSE

License Item Threshold
Number of Repositories of code and the code type to be used for code reviews TBD
License commencement date TBD
License expiry date TBD