This limited software warranty and license agreement (This “agreement”) may be periodically updated and the current version will be posted at https://www.cometchat.com/legal/license (the “Website” ). Your continued use of the Software after a revised Agreement has been posted constitutes your acceptance of its terms.
The “Software” includes all software included with this agreement, the accompanying Manual(S) if any, packaging and or other written files, electronic or online materials or documentation and any and all copies of such software and its materials.
The Software is Licensed and not Sold. By opening, downloading, installing, copying or otherwise using the Software and any other materials included with the Software, you agree to be bound by the Terms of this Agreement.
Subject to this Agreement and its terms and conditions, Licensor hereby grants you a non exclusive, non –transferable limited and revocable right and license to use one copy of the Software for your personal on a single platform unless otherwise expressly specified in the Software Documentation. Your License rights are subject to your compliance with this Agreement. The terms of your License under this Agreement shall commence on the date that you install or otherwise use the Software and ends on the earlier date of either your disposal of the Software or the termination of this Agreement. The Software is licensed and not sold to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Software. Licensor retains all rights , title and interest to the Software including but not limited to Copyrights, trademarks, proprietary rights, patents, titles, computer codes and all other rights. The Software is protected by U.S. copyright and trademark law and applicable laws and treaties throughout the world.
1.1. We reserve the right to make changes to this agreement without notice. It is your obligation to obtain and revisit this agreement periodically to review for any changes.
1.2. We have included headings in this agreement only for convenience. These headings shall not affect the construction or interpretation of this agreement.
2.1. You agree to use CometChat entirely at your own risk.
2.2. All conditions, terms, representations and warranties relating to the products supplied under this agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to sub clause.
2.3. Our total aggregate liability to you for any claim in contract, negligence or otherwise arising out of or in connection with the provision of the services shall be strictly limited to the charges paid by you for the services that are the subject of any claim made.
2.4. In no event will a claim by brought unless you have notified us of the claim within one year of it arising.
2.5. We disclaim all warranties of merchantability and fitness for a particular purpose. In no event will we be held liable for any loss (data, economic or otherwise) or other commercial damage, including but not limited to special, incidental, consequential or other damages, direct or indirect.
3.1. You agree to defend, indemnify and hold harmless Inscripts against liabilities arising out of:
3.1.1. Any injury to person or property caused by any products or services sold or distributed by Inscripts;
3.1.2. Any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party;
3.1.3. Copyright infringement and
3.1.4. Any defective products or services sold to the customer.
3.2. You agree to defend, indemnify, save and hold Inscripts harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Inscripts, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assignees.
3.3. Inscripts will be the sole arbitrator of this policy.
3.4 You agree to indemnify, defend, and hold Licensor, its partners, licensors, affiliates, contractors, officers, directors, employees, and agents harmless from all damages, losses, and expenses arising directly or indirectly from your acts and omissions to act in using the Software pursuant to the terms of the Agreement
3.5 IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE, OR MALFUNCTION OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, OR LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE
3.6 IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS HEREUNDER BY YOU, REGARDLESS OF THE FORM OF ACTION, EVER EXCEED THE GREATER OF THE FEES PAID BY YOU TO LICENSOR FOR THE PRECEDING TWELVE (12) MONTH PERIOD FOR ANYTHING RELATING TO THE SOFTWARE OR US$200, WHICHEVER IS LOWER.
3.7 WE DO NOT HAVE ACCESS TO AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR NETWORK BY AND OTHERS DURING THE USE OF THIS SOFTWARE BY ANY THIRD-PARTY. SUCH USAGE AND FLOW DEPENDS IN LARGE PART ON THE USAGE OF THE LICENSEE. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM THE INSTALLATION AND USAGE OF THE SOFTWARE AND RELATED SERVICES AND PRODUCTS.
4.1. You may copy the product for backup and archival purposes, provided that the original and each copy are kept in your possession and that your installation and use of the product does not exceed that allowed in this agreement.
4.2. We do not guarantee that your product will be available for download from our servers to you for a period longer than 30 days following your last purchase. Your last purchase in this respect shall be considered to be when you purchased.
4.3. You shall not give, sell, distribute, sub-license, time share, lease or lend any portion of the product or documentation to anyone.
4.4. You shall not place the product onto a server so that it is accessible via a public network such as the Internet for distribution purposes. We retain all rights to distribute the product under its own license.
4.5. You shall not use the source code (if provided) in whole or part in any other software or product.
4.6. The URL of the site (or name of the app) where the product is running must be submitted to CometChat and all keys obtained must be used only for the domains they are allowed for.
4.7. You are required to preserve CometChat's copyright information intact; this includes the text and link on the footer of each page rendered by the products.
4.8. Each license of CometChat allows you to install one instance of the product.
4.9. Each license of CometChat can be used on a single domain (and single sub-domain) or single app.
4.10. Our standard license does not cover multiple sub-domains or SaaS projects (i.e. if your site/app users do not have the same end-users). Please contact us if you would like to use CometChat for such use-cases.
5.1. You are allowed to modify and adapt the products under the terms outlined here.
5.2. We will not provide support for any additions or modifications you make to the product's source code (if provided). We do not guarantee that we will provide support for a product installation with source code modifications made by anyone other than CometChat's software engineers.
5.3. You are allowed to modify and adapt the code as per your requirements.
5.4. You are not allowed to distribute the modifications.
6.1. Submitting an IP, app or domain name is the functional equivalent of opening boxed software purchased from a computer store.
6.2. A license is considered active when the IP, app or domain name is submitted to us via the members area. This will generate a license.php license file, which is required for the product to function and will tie your installation to the information entered.
6.3. We do not guarantee to be able to change the information you have entered here.
6.4. When installing the software your license information (the information you have already recorded in your customer area) is sent to CometChat's servers for verification. We do not receive or record any other usage data about you or your chat conversations, and the information is only used for the purposes of license verification.
6.5 The Software may include measures to control access to the Software, control to certain features or content, prevent unauthorized copies or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation and other security technology in the Software and monitoring usage, including but not limited to time, date, access or other controls, counters, serial numbers and or Other security device designed to prevent unauthorized access, use and copying the Software or any portion or component thereof, including any violations of this Agreement.
6.6 Licensor reserves the right to monitor use of the Software at any time. You may not interfere with such access control measure or attempt to disable or circumvent such security features and if you do so, the Software may not function properly. If the Software permits access to Special features, only one copy of the Software may access those special features at on time. Additional terms and registrations may be required to access online services and to download Software updates and patches.
7.1. We will honor refunds in accordance to our refund policy.
8.1. Full payment (including renewals) is required before any service is rendered.
8.2. We reserve the right to refuse service to anyone.
8.3. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre-payment.
8.4. Any due notices, invoices, receipts and billing reminders will be sent by electronic mail only.
8.5. Without prejudice to our other rights and remedies under this agreement, if any balance owed is not paid on or before the due date, we will be entitled to suspend/terminate services to you.
9.1. We reserve the right to suspend or terminate the services and/or this agreement at any time.
9.2. If you fail to use the product in accordance with the terms and conditions of this license agreement, it constitutes a breach of the agreement, and your license to use the program is revoked. In this case, we reserve the right to terminate your license and this agreement.
9.3. This license agreement takes effect upon your use of the product and remains effective until terminated. We retain the right to terminate your license to use the product at any time, if in its sole discretion, you are not abiding by the terms of the agreement, including, but not limited to, obscuring or removing any link or copyright notice as specified in this agreement.
9.4. You agree, on termination of this license, to destroy all copies and all components of the product and documentation in your possession. If you continue to use the product after we give you written notice of termination of your license, you hereby agree to accept an injunction to enjoin you from its further use, and to pay all costs, including reasonable attorneys fees, to enforce our revocation of your license, and any damages we suffer by because of your misuse of the product.
10.1.1. We reserve the right to redefine and change at any time the limitations of support.
10.1.2. Support is available via a ticket submitted from the customer area
10.1.3. Support is only available to customers whose support and updates subscription is up to date.
10.1.4. As a guideline, you can expect to us to do our utmost to ensure that the product is functional, relative to our development cycle.
10.1.5. We will charge additional fees for modifications or customizations of the product.
10.1.6. We reserve the right to refuse anyone support.
11.1 The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of India applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Mumbai court located in India shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to , the terms of this Agreement and Disclosing party and receiving party : (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non conveniens or similar objection.