Table of Contents
APPTIDE License Agreement
This AGREEMENT shall effectively Commence on the day and time of the purchase transaction of the Software on Apptide technologies Ltd website or any other online platform where Apptide technologies Ltd Software is displayed and (or) sold between Apptide technologies Ltd., a Company incorporated under the Companies Act, 1956 (hereinafter referred to as “Licensor”),
The buyer or purchaser of the software/product of Apptide technologies Ltd or such other software produced by Apptide technologies Ltd by custom design or for reselling purposes (hereinafter referred to as “Licensee”).
The Licensor is a company registered for the purpose of carrying on the business of online production of software as well as web based company whose object is the manufacturing developing and retailing cutting edge state of the art software for the use of companies, industries, firms, small and medium enterprises as well as for non profit organizations amongst others.
Apptide technologies Ltd has a robust history of servicing markets in a wide range of African countries from West Africa’s viable market of entrepreneurs and extending to East Africa and South Africa as well as other clients in Europe, the United Kingdoms and the Americas. It has also been certified, recognized and commended by a host of regulatory bodies and other stakeholders for its software applications as well as its open-source platforms which has come to identified as an emblem of excellence in the world of Software engineering. The Licensor has in its employ a host of Software Engineers in its Nigerian office and in other parts of the world working together to achieve and maintain the international best practice in serving its clients.
The licensor is willing to grant the license to its software products purchased by the licensee to the licensee to use for its own purpose and in pursuit of its intention and its business interest for so purchasing the license and the Licensee now wishes to obtain the license, which shall grant it right of use of the software so purchased for his business purpose and intention based on the terms agreed herein by the parties as stated unequivocally below:
THEREFORE, with the intent to be legally bound, the parties hereby agree as follows:
As used in this Agreement, the following capitalized terms shall have the definitions set forth below:
“Derivative Works” are works developed by Licensee, its officers, agents, contractors or employees, which are based on, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other preexisting works of the Licensor. Derivative Works may be any improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a preexisting work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a preexisting work.
“Documentation” is written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and/or Source Code, including technical specifications and instructions for its use including Software/ Source Code annotations and other descriptions of the principles of its operation and instructions for its use.
“Modifications” shall be defined as all changes, improvement and(or) alteration made to a Software in the course of development of the said software or at the point of description, design or conception of the idea of the software from this date forth and extending through the period of the pendency of the terms stated in this Agreement.
“Source Code” is defined as a technical word used by software engineers to refer to the computer programming code or source code forming the foundation of the Software as construed and executed by the Licensor in the process of developing the software and shall include but not limited to all non-third-party executables, libraries, components, and Documentation created or used in the production, development, maintenance, and support of the Software as well as all updates, error corrections, ratifications and revisions as provided by Licensor, in whole or in part.
In Consideration of the sum agreed to by the parties herein, the Licensee shall pay to Licensor the amount as mentioned on the website from where the order is placed, being an upfront fee, deposit or an outright fee as the case maybe as valuable consideration for the licenses and rights granted hereunder (the consideration sum shall hereinafter be referred to as the “License Fee”). The License Fee to be paid by Licensee shall be paid upfront at the point of making the order for the software and no credit will be allowed under any circumstances.
Note, the License Fees is mandatory and non-refundable. The Licensee shall be properly informed and fully satisfied about the software and shall be further availed of clear demonstrations of the form and substance of the software by the licensor to give the licensee ample opportunity to carefully consider the software and its complete intricacies whilst placing its order. On this note, as a matter of policy and exigencies, the License Fees or any part thereof is non-refundable for all intent and purpose. Claims for a refund of the License Fees having satisfied all the above shall not be attended to or entertained under any circumstances.
GRANT OF SOFTWARE LICENSE
For the consideration set forth and provided in this website herein and upon satisfaction of all the terms of purchase as may accrue therefrom, the Licensor hereby grants to the Licensee, and Licensee hereby accepts from the licensor the worldwide, non-exclusive, perpetual, royalty-free rights and licenses set forth below:
The right and license to use and effectively engage the software personally, commercially and in any other way within the bounds of the law, in whole or in part, to develop its website/ mobile app to the full capacity of its enjoyment of the purchase of the license on one domain only. Provided that this license shall not be implied or express to in any way permit or authorize the licensee to proceed to compiling, distributing or copying the said software or any of its derivative works in any way.
The grant of license in this Agreement does not in any way extend to a grant of right or license or authority to the licensee to make backups or archive copies of the software of the licensor or its source code or any other information or documentation stemming therefrom.
RIGHTS WITH RESPECT TO SOURCE CODE:
It is hereby agreed herein that under no circumstance shall the core code be modified. In the event that the licensee of its own volition and in contravention of this clause proceeds to make any changes or modifies the source code provided with the Software application and thereafter begins to encounter difficulties or errors or any other issues in running the application, the licensor shall not provide any form of support to such licensee. Support shall only be provided where the licensee encounters difficulties, errors or issues with the source code provided it by no fault of his and not by reason of any tampering with the source code by the licensee.
We do not provide any developer guideline for the source code.
It is further agreed herein that the right and license granted by the licensor herein does not avail or give the Licensee any authority to share any backup or archival copies of the Software and / or the Source Code and other information or documentation on any internet space including accessible to the public. The Licensee shall ensure that the backup are not accessible to any other person and must prevent copying or putting the source code to any use by any unauthorized persons who are not the licensee under the Agreement.
Software and Source Code. All right, title, copyright, and interest in the Software, Source Code, Software Modifications and Error corrections shall be and remain the property of Licensor.
It is evident in this Agreement that the licensee is prohibited from producing Derivative works, thus, all right, title, copyright, and interest, proprietary and otherwise, legal and equitable in any and/or all Derivative Works and Improvements produced by, or on behalf of, Licensee shall also be deemed to the property of the Licensor. The Licensor herein shall be entitled to protect its copyright / intellectual property in all such Derivative Works and possible changes or modifications also in any country as it may deem fit including without limitation seeking copyright and/or patent protection over the said works without any recourse to the licensee.
SCOPE, RIGHTS AND RESPONSIBILITIES.
Licensor shall supply the Licensee with and grant the licensee the right to download one full copy of the Software.
The Software produced and supplied under this agreement being the subject matter of this agreement shall be for the sole use of the Licensee in development of its own website or mobile app or both depending on the software purchased as the case may be.
It is herein agreed this that the Licensee shall not be possessed by reason of this agreement or any other agreement of the right to hand over to a third party,
transfer, sell, rent, lend, lease, distribute or sub-license any portion of the Software, its source code or any of its Documentation or production information, whether modified or unmodified, to anyone.
It is herein agreed that the Licensee should not place the Software on a server that would make it vulnerable or accessible via a public network such as the Internet for the purpose of onward distribution under any circumstances.
It is further agreed that the Licensee shall not be authorized to assign, appoint or work with third parties to the end of performing any further development services or operations using the Source Code as well as utilizing the source code to Derivative Works and/or the software Documentation either on behalf of, or working with, the Licensee. Any such release of the Source Code, Derivative Work source code and/or Documentation to any third party shall be considered a fragrant violation of this Agreement and the licensor can claim terminate the agreement on the grounds of this breach whilst also claiming damages and other legal reliefs in a court of competent jurisdiction.
REPRESENTATIONS AND WARRANTIES
Each of the parties represents and warrants to the other as follows.
That the parties are for all intent and purpose legal entities either natural persons or juristic person and are capable of entering into legal relations with the other party thus not suffering from any form of legal disabilities but having a good and valid standing to transact and do business.
The parties represent and warrant that the requisite authority and power to enter into business relationship and conduct its business thereby executing binding contracts and performing the obligations created in such contracts is vested in the parties at the time of offering to and effectively purchase the license to the software of the licensor or engaging in any other business relationship with the lessor.
The Parties represent and warrant that this Agreement has been duly and validly accepted by such party and hereby constitutes the legal, valid and binding obligations of such party herein respectively which shall be enforceable against such party in accordance with their respective terms;
the acceptance, execution, delivery and performance of this Agreement does not and will not violate such party’s charter or by-laws; nor vitiate the requirement of any consent, authorization, approval, exemption or other action by any third party or governmental entity.
The Licensor herein warrants further that the Software will function materially as set forth in the website or published functionality provided by Licensor to customers and potential customers describing the Software
Software add-ons, if purchased by the Licensee from the Licensor, will not materially diminish the features or functions of or the specifications of the Software as they existed as of the execution of this Agreement.
Licensor represents and warrants that it is the exclusive owner of all copyright/ intellectual property in the Software (including the Source Code) and has good and marketable title to the Software (including the Source Code) free and clear of all liens, claims and encumbrances of any nature whatsoever (collectively, “Liens”). Licensor’s grant of license and rights to Licensee hereunder does not, and will not infringe any third party’s property, intellectual property or personal rights.
OUTRIGHT PURCHASE OF CUSTOMIZED SOFTWARE APPLICATIONS
Where a licensee request for the development of an hitherto non existing Software and gives particular and customized instructions on how the software application should be develop, what use it is meant from and the size and other information or documentation, the said Licensee may obtain a Universal and Absolute license grant upon the software wherein upon payment of the necessary premium fees for particularly customized applications such as this and upon satisfaction of all other conditions provided by the licensor and this website, buy wholly all rights on such software application or mobile application.
Subject to Licensee’s payment obligations, this Agreement shall commence as on the date of making payment of the Software by the Licensee to the Licensor and shall continue until terminated by either party.
The Licensor retains the right to terminate the license at any time, if the Licensee is not abiding by any of the terms of the Agreement. The Licensee may terminate the Agreement at any time at its own discretion by uninstalling the Software and /or by destroying the said Software (or any copies thereof). However, the Licensee shall not be entitled to seek any refund of the amount paid by it to the Licensor, under any circumstances.
In the event this Agreement is terminated for any reason, it is the intention of the parties herein that the provisions set forth in the background, the granting of license clause, consideration clause and the scope and responsibilities clause shall survive.
The Licensee hereby release the Licensor from, and agree to indemnify, defend and hold harmless the Licensor (and its officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to:
(a) any manifest or alleged breach of any obligations and terms as laid down in this Agreement;
(b) any refund, adjustment, or return of Software,
(c) any claim for actual or alleged infringement of any Intellectual Property Rights made by any third party or damages flowing therefrom; or
(d) Taxes due and payable.
LIMITATION OF LIABILITY
The Licensor will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the Software, whether in contract, warranty, tort etc. (including negligence, software liability, any type of civil responsibility or other theory or otherwise) to the Licensee or any other person for cost of software, cover, recovery or recoupment of any investment made by the Licensee or its affiliates in connection with this Agreement, or for any other loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement. Further, the aggregate liability of the Licensor, arising out of or in connection with this Agreement or the transactions contemplated hereby will not exceed at any time, or under any circumstances, the total amounts received by the Licensor from the Licensee in connection with the particular software giving rise to the claim.
FORCE MAJEURE/UNFORSEEABLE AND UNCONTROLLABLE ACTS OR CIRCUMSTANCES
The Licensor shall not be held liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond its reasonable control.
RELATIONSHIP OF PARTIES
The Licensor and Licensee are independent legal entities, and nothing in this Agreement will be construed to create a partnership, employment, joint venture, association of persons, agency, franchise or sales representative relationship between the parties. The Licensee shall have no authority to make or accept any offers or representations on behalf of the Licensor being a separate and individual party and not an agent of the Licensor. The relationship between the parties is that of Licensor and Licensee only, and the rights, duties, liabilities of each party shall be governed by this Agreement.
The Licensor may effect amendment into any of the terms and conditions contained in this Agreement at any time and solely at its discretion. Any changes will be effective upon the posting of such changes on the Portal/ website, and the Licensee is responsible for reviewing these changes and informing itself of all applicable changes or notices. The continued use of a software by the Licensee after posting of any changes by the Licensor, will constitute a deemed acceptance of such changes or modifications by the Licensee.
This Agreement : may be signed by each of the parties and be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument contains the entire agreement of the parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions shall be governed by, and construed and enforced in accordance with, the laws of the. Federation of Nigeria and every other laws for the time being in force across the bounds of business span in international spheres; and shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns. Each of the parties hereby irrevocably submits to the jurisdiction of the Nigerian Court, for the purposes of any action or proceeding arising out of or relating to this Agreement or the subject matter hereof and brought by any other party.
Licensee cannot assign, pledge or otherwise transfer, whether by operation of law or otherwise, this Agreement, or any of its obligations hereunder, without the prior written consent of Licensor, which consent shall not be unreasonably withheld.
Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder:
shall be in writing, shall be sent by messenger, certified or registered mail/email, or reliable express delivery service, to the appropriate address(es) of the parties as aid out an provided on the website.
It is the intent of the parties that the provisions of this Agreement be enforced to the fullest extent as provided under the laws of the Federal Republic of Nigeria in which enforcement hereof is sought. In furtherance of the foregoing, each provision hereof shall be severable from each other provision, and any provision hereof which is/ becomes unenforceable shall be treated as unenforceable in isolation and shall not affect the legality and validity of the other severed provisions and clause in this Agreement. Where the unenforceability of a clause or section only operate to limit the enforceability of the other clauses, the affected clause shall be deemed only as limited and shall not affect the validity or enforceability of other provisions and clauses of this Agreement.
By purchasing the Software, the Licensee actively acknowledge that it has read this Agreement, and that it agrees to the content of the Agreement, its terms and agree to use the Software in compliance with this Agreement.
The Licensor holds the sole copyright of the Software. The Software or any portion thereof is a copyrightable matter and is liable to be protected by the applicable laws. Copyright infringement in any manner can lead to prosecution according to the current law. The Licensor reserves the right to revoke the license of any user who is not holding any license or is holding an invalid license.
This Agreement gives the right to use only one copy of the Software on one domain solely for the own personal or business use of the Licensee, subject to all the terms and conditions of this Agreement. A separate License has to be purchased for each new Software installation. Any distribution of the Software without the written consent of the Licensor (including non-commercial distribution) is regarded as violation of this Agreement and will entail immediate termination of the Agreement and shall incur liability, both civil and criminal, as per applicable laws.
The Licensor reserves the rights to publish a selected list of users/ Licensees of its Software, and no permission of any Licensee is needed in this regard. The Licensee agrees that the Licensor may, in its sole discretion, disclose or make available any information provided or submitted by the Licensee or related to it under this Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by the Licensor to co-operate and / or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable Laws.
If the Licensee continues to use the Software even after the sending of the notice by the Licensor for termination, the Licensee agree to accept an injunction to restrain itself from its further use, and to pay all costs (including but not limited to reasonable attorney fees) to enforce injunction or to revoke the License, and any damages suffered by the Licensor because of the misuse of the Software by the Licensee.
In the event of any dispute arising from this agreement between the Licensor and the Licensee at any time, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the same shall be referred to a sole Arbitrator who shall be an independent and neutral third party appointed exclusively by the agreement of the parties or by an order of court. The seat of arbitration shall be Abuja, Nigeria. The Arbitration & Conciliation Act, Laws of the Federation of Nigeria 2004 shall be the operative Law for such arbitral proceedings and it shall be guided by the rules of the said Act. The arbitration proceedings shall be held in the English language.