Software License Agreement

This Software License Agreement ("Agreement") is entered into by and between The Coderz Ltd. ("Licensor"), with its principal office located at 71-75 Shelton Street, Covent Garden, WC2H9JQ, London, United Kingdom, and the purchaser ("Licensee"). This Agreement is effective as of the date the Licensee purchases the software product ("Effective Date").

WHEREAS, Licensor is the owner of certain software and design assets described herein, and Licensee desires to obtain a license to use such software and design assets.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties agree as follows:

1. DEFINITIONS

  • "Software" refers to the software source code and/or UI/UX design files provided by Licensor, including any updates or modifications provided by Licensor.
  • "License" refers to the rights granted to Licensee under this Agreement to use the Software.

2. GRANT OF LICENSE

  • License Grant: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable license to use the Software for personal or business purposes.
  • Modification Rights: Licensee is granted the right to modify, enhance, and customize the Software to fit their specific needs, provided that such modifications do not violate the restrictions set forth in this Agreement.

3. RESTRICTIONS

  • Prohibited Actions: Licensee may not:
    • Redistribute, resell, lease, rent, sublicense, or share the Software or any modifications thereof.
    • Use the Software to develop derivative works intended for resale or distribution to third parties.
    • Reverse engineer, decompile, or disassemble any portion of the Software not provided as source code.
  • No Transfer: The License granted under this Agreement is personal to the Licensee and may not be transferred to any other person or entity.

4. OWNERSHIP AND INTELLECTUAL PROPERTY

  • Licensor Rights: Licensee acknowledges that Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant Licensee any ownership rights to the Software.
  • Copyright Notices: Licensee shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Software.

5. TERM AND TERMINATION

  • Term: This Agreement is effective as of the Effective Date and will remain in effect indefinitely, unless terminated as provided herein.
  • Termination by Licensor: Licensor may terminate this Agreement immediately upon written notice to Licensee if Licensee fails to comply with any terms of this Agreement.
  • Effect of Termination: Upon termination, Licensee must cease all use of the Software and destroy all copies of the Software in their possession.

6. UPDATES AND SUPPORT

  • Updates: Licensor may provide updates or modifications to the Software at its discretion. Licensee is entitled to receive such updates for a period of up to two (2) years from the Effective Date. After this period, updates may be provided at an additional cost.
  • Support: Support services are not included with the Software unless explicitly stated at the time of purchase. Support may be offered separately or on a paid basis.

7. DISCLAIMER OF WARRANTIES

  • As-Is Basis: The Software is provided "as is" without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. LIMITATION OF LIABILITY

  • Limitation: In no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, data loss, or business interruption, arising out of or related to the use or inability to use the Software, even if Licensor has been advised of the possibility of such damages.

9. DATA PROTECTION

  • Data Collection: Licensee agrees that Licensor may collect and use technical data and related information—including but not limited to technical information about Licensee’s device, system, and application software—that is gathered periodically to facilitate the provision of software updates, product support, and other services related to the Software.
  • Data Privacy: Licensor agrees to protect Licensee’s personal data in accordance with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) for customers within the European Union.
  • Use of Data: Any data collected will be used solely to improve the Software or provide services to the Licensee. Licensor will not disclose this information to third parties except as necessary for the operation of the Software or as required by law.

10. GOVERNING LAW

  • Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions.

11. ENTIRE AGREEMENT

  • Integration: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or representations.

By purchasing and using the Software, the Licensee acknowledges that they have read, understood, and agreed to be bound by the terms and conditions of this Agreement.