Unless the context requires otherwise, the following terms shall have the meanings set out below when used in this Agreement.
"cricketapi.com" means a Web Application developed by Roanuz Softwares Private Limited.
“Roanuz Cricket API” means An application programming interface (API) is a protocol intended to be used as an interface by software components to communicate with each other.
“End User”, “Customer” or “Customer” means the user who uses the Roanuz Cricket API on their software.
“Service Provider”, “us” or “Roanuz” means Roanuz Softwares Private Limited
cricketapi.com owns the license, authority and permission to provide the services under the scope of this agreement thus, grants to customer a limited, non-transferable, non sublicensable, personal, non-exclusive license solely to use the Roanuz Cricket API on its software and devices for the customer’s end users on as in basis.
Customer agree not to sell, assign, rent, lease, lend, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Roanuz Cricket API or any part thereof except for its commercial utilization.
Customer will not cause, permit or authorize any modification of the Roanuz Cricket API, which includes separation into component parts or creation of derivative works.
All rights, title, and interest in and to the Roanuz Cricket APIs, including all intellectual property rights therein, shall remain the exclusive property of Service Provider and/or its licensors. Customer acknowledge and agree that the Roanuz Cricket APIs are licensed, not sold.
Customer may not use same licence for multiple project or application without due permission of Service Provider.
Customer may not directly or indirectly change, edit, add to or produce summaries of the Roanuz Cricket APIs or any content on the
cricketapi.com website without due permission of Service Provider.
Service Provider has absolute editorial control over all Roanuz Cricket APIs and
cricketapi.com content, which Service Provider may modify, in whole or in part, at any time without prior notice.
cricketapi.com, Roanuz Cricket API will remain with Roanuz Softwares Private Limited. End User will not represent or assert any ownership interest in any Roanuz Cricket API.
Roanuz Cricket API and Customer represent and warrant to each other that: (i) both parties have full power and authority to enter into this Agreement; and (ii) the execution of this Agreement, and performance of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which either of the parties is a party or violate any rights of any third parties arising therefrom; and (iii) both parties shall comply with all local, state and national laws, ordinances, regulations and orders, decree, injunction, etc. with respect to parties performance under this Agreement (iv) There are no judicial or administrative actions, proceedings, litigations or investigations (civil and/or criminal) pending or threatened against such Party, under any law.(v) Roanuz Cricket API has all the licenses and permits as required under applicable laws and sufficient infrastructure, skill and resources to perform the obligations under this Agreement.
Customer shall not, and shall not allow or authorize any third party to, use Roanuz Cricket API on any software that falls into any one or more of the following categories: (i) sites that incite hatred or discriminate against any specific social group or exploit persons whether based on race, religion, gender, sexuality or any other attribute or belief; (ii) sites that promote, encourage or facilitate violence, disruptive behavior, terrorism or illegal activity, including activities that risk national security; (iii) sites that are unsuitable for family viewing or are misleading, libelous, pornographic, or defamatory, or which promote or make available otherwise objectionable content; (iv) sites that disparage or in any manner tarnish or diminish the image or reputation of Service Provider or its affiliates;
Customer shall not, and shall not allow or authorize any third party to, remove, deface, obscure, or alter Service Provider’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Roanuz Cricket API or any other content, materials and documentation provided hereunder.
Both Service Provider and Customer agree to defend and indemnify each other, their subsidiaries and corporate affiliates and/or their respective suppliers and any of their officers, directors, employees and agents from and against any claims, Intellectual Property Rights, causes of action, demands or recoveries of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of: (i) breach of this Agreement or any documents referenced herein,if any; (ii) violation of any law.
Roanuz Cricket APIs are made available by Service Provider on an "as is" and "as available" basis and Service Provider disclaims all implied warranties, whether express, implied, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular use, non-infringement, quality, compatibility, and accuracy regarding any Roanuz Cricket API, the
cricketpi.com website and any content thereon.
To the extent not prohibited by law, in no event will parties be liable to each other for any loss or damage, including without limitation, lost revenue, profits or data, or for special, indirect, consequential, incidental or punitive damages, however caused and regardless of the theory of liability, arising out of or related to any of the Roanuz Cricket API, the
cricketapi.com website, and any and all content on, owned, licensed, or displayed by Service Provider on the
cricketapi.com website, or any virus or other contamination or any use or unavailability of the Roanuz Cricket API,
cricketapi.com website or any content thereon, even if Service Provider and/or its affiliates and /or licensors have been advised of the possibility of such damages.
This Agreement shall become effective on the Effective Date and shall remain in full force unless either Party delivers to the other Party a written notice of termination in the manner set out hereinbelow.
Notwithstanding anything contained herein, in the event either Party breaches any of the terms of this Agreement and fails to cure such breach within 30 days of intimation by the non-defaulting Party, then the non-defaulting Party shall have a right to terminate this Agreement forthwith.
Either Party may terminate this Agreement if the non-terminating Party is subject to any action or proceedings, whether administrative or judicial in respect of insolvency, winding up, dissolution or bankruptcy.
Either Party may terminate this Agreement without cause at any time by providing the other Party prior written notice of 30 (thirty) days. Service Provider may restrict, suspend or terminate any of the Roanuz Cricket APIs, the Agreement, the license granted herein or Customerr access to any Roanuz Cricket API or cricketapi.com website subject to the consent of Customer and in that case, Service Provider is liable to return the amount paid, if any, on pro-rata basis. However, the agreement or API or license granted cannot be terminated or revoked till the end of a specific quarter for which Customer has already paid in advance to the Service Provider against such quarter. Even, if the Service Provider desires to terminate within the period of a quarter then, Service Provider is required to serve a prior written notice of seven days and subsequently comes under the absolute liability to the penalty amount equivalent to ten times of the advance paid by the customer for that quarter. Customer agree to remove all copies of any Roanuz Cricket API in use upon receiving notice of termination from Service Provider in accordance with this clause within a period of one month thereof. Customer is entitled to hold Service Provider liable to the penalty amount equivalent to two times of the advance paid by Customer and terminate this Agreement immediately in the event of (a) any institution of any proceedings by or against Service Provider seeking relief, reorganization or arrangement under any laws relating to insolvency or bankruptcy, which proceedings are not dismissed within sixty (60) days; (b) any assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee, of any of Service Provider’s property or assets; (c) any suspension, cease, liquidation, dissolution or winding up of Service Provider’s business due to applicable laws or infringement upon any third party’s rights; or (d) any Change of Control of Company.
Sections 2, 3, and 5 will survive any cancellation or termination of this Agreement.
This Agreement supersedes all prior agreements, arrangements and understandings between the parties concerning its subject matter. Each of the parties acknowledges that it has not relied on any statement made by the other in the course of entering into this Agreement.
If either party employs or utilizes attorneys (including in-house counsel) to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. Any failure or delay by
cricketapi.com in exercising its rights under any provisions of this Agreement shall not be construed as a waiver of those rights at any time now or in the future.