These Trial License Terms govern the Licensee's access to and use of the Software Product during the Trial Period. Licensee's access to, and use of the Software Product is conditioned on Licensee's acceptance of and compliance with the terms set out under these Trial License Terms.
These Trial License Terms along with the Documentation constitute a legally binding and enforceable agreement between Licensee and Rakuten India Enterprise Private Limited (hereinafter referred to as the "Company" and an electronic record under the IT Act and the amended provisions pertaining to electronic records under various Indian statutes.
The Licensee will permit only such number of users to access and use the Software Product during the Trial Period as may be agreed between the Parties in writing ("Users") and shall ensure that all such permitted Users adhere to the provisions of this Trial License Terms and the relevant Documentation. Licensee will be solely responsible for the acts and omissions of all Users. The Company shall have the right to block respective Users from accessing the Software Product in cases of breach of the terms of usage of the Software Product or violation of applicable law.
Except as provided in Clause 1.4 (Third Party Components), the Company owns all right, title and interest in any and all copyrights, trademark rights, patent rights, and other intellectual property rights in the Software Product and Documentation, and any materials produced by the Company including any content, materials, data or information that is generated by the Licensee or the Users from using the Software Product and any application programming interfaces, improvements, design contributions or derivative works thereto. All rights not expressly granted to Licensee in this Trial License Terms are reserved solely by the Company. Any of the Licensee's pre-existing designs, data processes, API's, plug-ins and Licensee Data shall be the sole and exclusive property of the Licensee. The ownership of any and all intellectual property rights in and to any feedback provided by the Licensee or its Users, shall vest solely and exclusively with the Company at all times.
Each Party hereby represents and warrants that:
The Company may terminate this Trial License Terms at any time with or without assigning any reasons by a giving a written notice of termination to the Licensee, effective on the date of such notice. Upon such termination, the Licensee shall immediately return to Company all information in its possession relating to the Software Product and/or the Company's services, including all related Documentation and any copies thereof.
THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES IN RELATION TO THE SOFTWARE PRODUCT INCLUDING THE WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT OPERATIONS OF THE SOFTWARE PRODUCT OR THE NETWORK AND THIRD-PARTY SERVICES TO WHICH THE SOFTWARE PRODUCT ARE CONNECTED WILL BE ERROR FREE OR UNINTERRUPTED OR THAT PROGRAMMING ERRORS IN THE SOFTWARE PRODUCT CAN BE FOUND IN ORDER TO BE CORRECTED. EXCEPT FOR THE WARRANTY THAT THE COMPANY HAS THE NECESSARY RIGHTS TO PROVIDE THE OPEN SOURCE AND THIRD-PARTY SOFTWARE TO THE LICENSEE PURSUANT TO THE TRIAL LICENSE TERMS, THE COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO OPEN SOURCE AND THIRD-PARTY SOFTWARE AND MATERIAL. ALL OPEN SOURCE AND THIRD-PARTY SOFTWARE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS.
Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Trial License Terms. Any reproduction of any Confidential Information of the other Party shall remain the property of the disclosing Party. With respect to the Confidential Information of the other, each Party take such steps as it takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care; and shall not disclose any Confidential Information of the other to any person other than individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. For the purpose of this Clause "Confidential Information" shall mean information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure; including, without limitation, information about or concerning any third party that is disclosed to the receiving Party under this Trial License Terms.
The Company shall not be considered to be in default of performance of its obligations under the terms of this Trial License Terms or for indemnification provided for hereunder, if such performance is prevented or delayed for any cause beyond the reasonable control of the Company, including denial-of-service attacks, hacker attacks, virus or other malicious software attacks or infections, failure of Company's hosting provider, war, hostilities, revolution, riots, civil commotion, strikes, lockouts, epidemic, pandemic, lockdowns, fire, explosion, act of God, any act of Government, espionage, network or internet failure or failure of electronic transmission, default or failure of/ by any third party or any other cause beyond the control of the concerned Party ("Force Majeure Event").
These Trial License Terms shall be governed by, and construed in accordance with, the laws of India and the Parties submit to the exclusive jurisdiction of courts in Bengaluru, India.
The Company shall implement and maintain appropriate technical and organizational measures to protect the personal data processed by the Company as part of the Software Product described in the Data Processing Addendum.
To the extent the Software Products are availed by the Licensee through an authorized reseller, the Licensee agrees and acknowledges that the use of the Software Products and provision of Services to the Licensee shall be governed under this Trial License Terms and the reseller shall not be authorized to modify the Trial License Terms or make promises and/or commitments on behalf of the Company. The Company is not a party to the agreement between the Licensee and reseller and shall not be responsible for or bound by the terms of such agreement.
The Licensee shall not use, export, import, or transfer any part of the Software Products except as authorized by applicable law, or the laws of the jurisdiction in which Licensee uses or accesses the Software Products. Licensee shall comply with anti-bribery, anti-corruption, prevention of money laundering and the financing of terrorism, including the (Indian) Prevention of Corruption Act 1988, and all other applicable anti-bribery laws (collectively, "Anti-bribery Laws"). Licensee shall also comply with all business codes of conduct of the Company including but not limited to the "Code of Business and Ethics" available at The Rakuten Group Code of Ethics and any other policies that may be introduced by the Company from time to time. No term or provision hereof will be deemed waived, and no variation of terms or provisions hereof shall be deemed consented to, unless such waiver or consent be in writing and signed by the party against whom such waiver or consent is sought to be enforced. Further, waiver by any party of any default or breach of any term or condition of the Trial License Terms at any one instance shall not be deemed or construed to be a continuing waiver of the default or breach of such term for a subsequent breach thereof. Any amendments to these terms shall be in writing and signed by the parties. All provisions hereof which by their very nature are intended to survive the expiry of the Trial License Terms will survive such expiry. The relationship between Parties is on a principal-to-principal basis, and nothing in the Trial License Terms will be construed as creating a partnership, agency, or employment relationship. In case of any conflict between the Trial License Terms and the Documentation, the terms of this Trial License Terms shall prevail. In case of any conflict between the terms of the Trial License Terms and the terms of the Order Form, the terms of the Order Form shall prevail. The Licensee shall not be entitled to assign the Trial License Terms to any person; however, the Company may license, sub-license, transfer and/or assign the whole or any part of the Trial License Terms and its rights and obligations to any person. All notices and communications between the parties shall be in writing in English language and shall be sent to the respective address of the Parties as mentioned hereinabove.
