Cloneder Source Code Licence Agreement
This is a legal agreement (“Agreement”) between You the Licencee (either an individual or an entity), and AppOrchestra Pty Ltd (“AppOrchestra”).
IMPORTANT [PLEASE READ CAREFULLY]: BY INSTALLING, USING OR COPYING THE SOFTWARE OR ANY RELATED DOCUMENTATION (“SOFTWARE”) YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE.
a) “Software” means the software product supplied by AppOrchestra in source code form and corresponding documentation, and associated media.
b) “Software Update(s)” means any new version(s) of the Software that are created by AppOrchestra to deliver bug fixes, new features, functionality extensions and other improvements and/or changes.
c) “Software Build Artifacts” means the compiled software built from the Software, which is the .ipa file for the iOS platform and the .apk file for the Android platform, and the generated .html, .js and .css files for a web deployment.
d) “Application Identifier(s)” means the Package Name for the Google Play store listing, the Bundle Id for the Apple Store listing, and a URL for a web deployment.
2. Ownership and Licence
The Software is owned by AppOrchestra, copyrighted and protected by copyright laws and international treaty provisions. The Software is licensed, not sold. By installing or using the Software you will not acquire any rights to the Software except as expressly set forth in this Agreement. All rights not expressly granted herein are reserved by AppOrchestra.
3. Commercial Licence Grant
Subject to the payment of the applicable licence fees and to the terms and conditions of this Agreement, AppOrchestra hereby grants to you a non-exclusive, transferable (subject to section 4), perpetual, royalty-free licence to (i) use and modify the Software and Documentation including all the Software Updates, (ii) to distribute the Software Build Artifacts in executable form without additional distribution fees to the web and app stores under one (1) set of Application Identifiers(s)
4. Derivative Works
AppOrchestra shall retain all right, title and interest, including all intellectual property rights, in and to the Software. The Licensee shall own all Derivative Works created solely by the Licensee to the extent that such ownership by Licensee of the Derivative Works shall not affect, abridge, encumber, diminish, or otherwise impair the intellectual and any other property rights of AppOrchestra in and to the Software.
5. Transfer of Licence
The licence may be transferred when:
a) The licence has been purchased on behalf of a client, then the licence may be transferred to the client.
b) The entire business owning the licence is sold to a 3rd party, then the licence may transfer to the new party.
Besides these two cases neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, whether voluntary or by operation of law. Any such attempted assignment shall be void and of no effect without the prior written consent of AppOrchestra.
6. Software Confidentiality
a. You agree that the Software source code and documentation provided by Licensor is confidential, and You shall take all reasonable precautions to protect the source code and documentation, and preserve its confidential, proprietary and trade secret status in perpetuity. b. All of Your employees and independent contractors with access to the Software shall be bound to make no unauthorized use or disclosure of the Software. c. You agree that a breach of your obligations to protect Licensor’s Software may cause immediate and irreparable harm to Licensor, which cannot be adequately compensated by monetary damages. Accordingly, any breach or threatened breach of confidentiality shall entitle Licensor to seek preliminary and permanent injunctive relief in addition to such remedies as may otherwise be available to Licensor.
7. LIMITED WARRANTIES
THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. APPORCHESTRA MAKES NO WARRANTY OF ANY KIND,EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. APPORCHESTRA MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES.
AppOrchestra cannot guarantee that the Software will work at all times. Due to the changing and dynamic nature of the platforms the software is built upon, the features of the Software may change from time to time and the extent to which they are supported in the Software. Support for features may be added or removed depending upon technical considerations and other circumstances. You acknowledge and agree that such changes are fair and reasonable.
8. DISCLAIMER OF DAMAGES
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL APPORCHESTRA BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF APPORCHESTRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, APPORCHESTRA' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.
Your license to use the Software continues until terminated. This license will terminate automatically if you fail to comply with any term hereof. No notice shall be required from AppOrchestra to effect such termination. You may also terminate this Agreement at any time by notifying AppOrchestra in writing of termination. On termination, you must destroy all copies of the Software. AppOrchestra reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.