SD820 Software Technology License Agreement

MISTRAL SOLUTIONS PRIVATE LIMITED

PRODUCT SUPPLY AND TECHNOLOGY LICENSE AGREEMENT

[SOFTWARE FOR 820 DEVELOPMENT KIT/820 NANO SOM]

This PRODUCT SUPPLY AND TECHNOLOGY LICENSE AGREEMENT (the “Agreement“) is a legally binding agreement between MISTRAL SOLUTIONS PRIVATE LIMITED, a company incorporated under the Companies‘ Act, 1956, and having its registered office at #60, Adarsh Regent, 100 feet ring road, Domlur, Bangalore 560071 (the “Licensor”) and you, an individual or entity who wishes to acquire the Products (as defined below) from the Licensor (the “Licensee“). By acknowledging the acceptance of the terms hereof, or otherwise by purchasing the Products from the Licensor, the Licensee hereby agrees to be bound by the terms and conditions set out in this Agreement.

The Licensor and the Licensee are hereinafter collectively referred to as the “Parties” and each as a “Party”.

THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:

  1. DEFINITIONS

For the purposes of this Agreement:

“Affiliate” means, with respect to any Person, any corporation or other entity that, at any time, directly or indirectly, Controls, is Controlled by or is under common Control with such Person (but only as long as such Control exists).  For the purpose of this definition, the term “Control” means (i) the beneficial ownership (whether direct or indirect) of more than fifty percent (50%) of the voting power of an entity or (ii) in the case of an entity that does not have outstanding voting shares or securities, the majority (i.e., more than fifty percent (50%)) of the equity interests in such entity that is now or hereafter owned or controlled by another entity, either directly or indirectly.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the Bribery Act 2010 of the United Kingdom, the (Indian) Prevention of Corruption Act, 1988, Prevention of Money Laundering Act, 2002, and all other applicable anti-corruption and anti-bribery legislation (in each case as amended from time to time);

“Authorised Trainer” means someone who has been approved in writing by the Licensor to provide training for educational and research purposes with regard to the Products.

“Documentation” means any and all written or electronic documentation, including user manuals, reference materials, and/or installation manuals that the Licensor generally makes available to purchasers of the Platform Hardware and/or licensees of the Platform Software.

“Intellectual Property Rights” or “IPR” means patents (including patent applications, reissues, divisions, continuations and extensions thereof, all sometimes individually and/or collectively referred to herein as “Patent(s)”), utility models, copyrights, trade secrets, mask work rights, and any other form of intellectual property right protection, afforded under applicable law.

“Open Source Software” means any software licensed under Open Source License Terms.

“Open Source License Terms” means the licensing and/or distribution models commonly known as “open source software” or “free software” or any other licensing and/or distribution models pursuant to which software is made generally available to the public in source code form under terms that permit modification and redistribution of such software.

“Platform Hardware” means a hardware platform sold by the Licensor as part of the Products.

“Platform Software” means collectively, or individually, as applicable: (i) any proprietary software or firmware of the Licensor, its Third Party Licensors, in object code form only, that is incorporated within the Platform Hardware made available upon acceptance of this Agreement, (ii) any Open Source Software that is incorporated within the Platform Hardware made available upon acceptance of this Agreement and (iii) any upgrades, updates, bug fixes or modified versions of such proprietary software or firmware, in object code form only, or Open Source Software provided to the Licensee by the Licensor from time to time (collectively, “Updates”).

“Products“ means the 820 Nano SOM or the 820 Development Kit, bought by the user,  comprising of the Hardware and Software.

“Purchase Order” means written purchase orders executed by the Licensor and the Licensee for the supply of the Products, and such other terms and conditions as the Parties may agree from time to time.

“Purpose” means use of the Products fordevelopment of any end Product or use of the product as a component of the end Product..

“Reciprocal Open Source Software” means Open Source Software licensed under Reciprocal Open Source License Terms.

“Reciprocal Open Source License Terms” means terms in any license or agreement for software which require, as a condition of use, modification and/or distribution of such software or other software incorporated into, derived from or distributed or combined with such software (a “Work”), any of the following: (a) the making available of source code, object code, or design information regarding the Work; (b) the granting of permission for creating derivative works regarding the Work; or (c) the granting of a royalty-free license to anyone under Intellectual Property Rights in respect to the Work, including, without limitation the GPL and LGPL.

“Sale Price“ means the price of the relevant Prodcuts as set out in the applicable Purchase Order, which, for clarity, shall include fees for the license of any Platform Software forming a part thereof.

“Third Party Licensor(s)” means any third party that licenses software to the Licensor for use in the Platform Software.

  1. SALE AND PURCHASE OF THE PRODUCTS
    • Subject to the terms and conditions of this Agreement and any applicable Purchase Order, including payment of the applicable Sale Price, the Licensor agrees to sell to the Licensee the Products, as set out in any applicable Purchase Order (excluding any Platform Software or Documentation included within such Products which licensed to the Licensee hereunder) for use solely for the Purpose. The Licensee shall not otherwise sell, license, transfer, distribute or in any other manner commercially exploit any part of the Products. This Agreement does not grant the Licensee any rights to (a) distribute the Products or any components therein, or (b) commercialize products that incorporate Platform Hardware and/or Platform Software. If the Licensee wishes to distribute and/or commercialize products that incorporate the Platform Hardware or Platform Software, then the Licensee must enter into a separate agreement with the Licensor in respect to such distribution rights. The Licensor shall be under no obligation to grant the Licensee any such distribution rights.
    • The price for the Products shall be as set forth in the applicable Purchase Order and the Licensee shall pay for the Products in such manner and on such terms as may be set out in such Purchase Order. Subject to any specific terms which may be agreed in any Purchase Order, the Licensee shall pay all applicable shipping charges, goods and services and other applicable taxes, import and export fees and duties with respect to the Products set out therein. If the Licensee is required by any law or regulation to make any deduction or withholding, on account of tax or otherwise, from any payment to the Licensor under this Agreement, the Licensee shall pay such additional amount to the invoiced amount as to ensure that the Licensor receives in cleared funds the total amount payable to it under this Agreement or the applicable Purchase Order.
    • The Licensor shall deliver the Products to the Licensee upon payment of the Sale Price within such time period, and in the manner as may be agreed in the relevant Purchase Order. Unless otherwise set out in a Purchase Order, title to the Products (excluding any Platform Software or Documentation included within such kits whereby title shall remain with the Licensor and any Third Party Licensors) shall pass to the Licensee upon delivery of the Products to the Licensee.
  2. LICENSE AND ITS TERMS
    • Software License.
      • Subject to the terms and conditions of this Agreement (including, without limitation those terms, conditions and restrictions set forth in Clauses 2 (Restrictions), 3.4 (Ownership) and 3.5 (Open Source Software) below) and payment of the applicable Sale Price, the Licensor hereby grants to the Licensee:
        • a non-exclusive limited, internal use only, copyright license to use the Platform Software solely for the Purpose and solely in conjunction with the Platform Hardware sold by the Licensor to the Licensee pursuant to this Agreement for the duration of the useful life of such Platform Hardware (unless this Agreement is terminated sooner as provided in this Agreement), and
        • a non-exclusive, limited, internal use only, copyright license to use the Documentation solely for the Purpose and solely in conjunction with the Platform Software licensed to the Licensee and the Platform Hardware sold by the Licensor to the Licensee pursuant to this Agreement for the duration of the useful life of such Platform Hardware (unless this Agreement is terminated sooner as provided in this Agreement).
      • Neither this Agreement, nor any act by the Licensor or its Third Party Licensors or any of their respective Affiliates pursuant to this Agreement or relating to the Products shall provide to the Licensee any license or any other rights whatsoever under any Intellectual Property Rights of the Licensor or its Third Party Licensors or any of their respective Affiliates, except for the copyright rights expressly set forth in this Clause 1. The Licensee understands and agrees that: (i) neither this Agreement, nor the delivery of the Platform Software alone or in combination with the Platform Hardware, grants any right to practice, or any other right at all with respect to, any Patent of the Licensor and its Third Party Licensors or any of their respective Affiliates; and (ii) a separate license agreement from the Licensor and/or its Third Party Licensors, as the case may be, is needed to use or practice any Patent of the Licensor or its Third Party Licensors or any of their respective Affiliates.
      • The Licensee agrees not to contend in any context that, as a result of the provision or use of the Platform Software, either the Licensor or its Third Party Licensors or any of their respective Affiliates has any obligation to extend, or the Licensee or any other party has obtained any right to, any license, whether express or implied, with respect to any patent of the Licensor or its Third Party Licensors or any of their respective Affiliates for any purpose.
      • Neither this Agreement, nor the delivery of the Platform Software alone or in combination with a Platform Hardware, modifies or abrogates the Licensee’s obligations under any other agreement between the Licensee and the Licensor or its Third Party Licensors or any of their respective Affiliates.
    • Restrictions.
      • The Licensee agrees not to, and shall ensure that none of its employees, consultants, agents, nominees and subcontractors:
        • alter, modify, translate, or adapt any Platform Software or create any derivative works based thereon except in the case of any Open Source Software whereby the applicable Open Source License Terms shall apply;
        • decompile, reverse engineer or disassemble any Platform Hardware or otherwise attempt to learn the source code, structure or algorithms underlying any of the Platform Software which is provided in object code form only;
        • copy any Platform Hardware or Platform Software except as expressly permitted in this Agreement;
        • assign, sublicense or otherwise transfer any Platform Hardware or Platform Software in whole or in part except as expressly permitted in this Agreement;
        • use the Platform Hardware and Platform Software except as expressly permitted in this Agreement;
        • disclose any Platform Hardware or Platform Software to any third party except as expressly permitted in this Agreement;
        • use, modify, compile or distribute the Platform Software in a manner that causes the Platform Software to become subject to any Open Source License Terms (other than to the extent of any Open Source Software forming a part of the Platform Software);
        • use any Platform Software, Platform Hardware, Documentation or any other information provided by the Licensor hereunder, for the purpose of identifying or providing evidence to support any potential infringement claim against the Licensor, any Third Party Licensor and/or their respective Affiliates;
        • use, transfer, sub-license, or otherwise deal with the Products, or any component thereof, in violation of any export control and/or economic sanctions laws, including laws and sanctions imposed by the United States of Amercia and the European Union; or
        • rent, lease, lend, provide commercial hosting services or otherwise make the Platform Hardware and/or Platform Software available for value.
      • The Licensee further agrees that it will not use the Products for the following patent-mining purposes: (a) using the Products to identify or provide evidence of features, functions, or processes of the Products that are covered by any of its or a third party’s patents; or (b) using the Prodcuts as a reference to modify or create any continuation or continuation-in-part of any patents that have been filed by you or a third party prior to receiving the Products.
      • Failure to meet or maintain the requirements set forth in this Clause 2 shall be a material breach of this Agreement and result in the immediate termination of this Agreement pursuant to Clause 6.2 (Termination).
      • Notwithstanding the foregoing, the terms and conditions of any license provided by any Third Party Licensor to the Licensor with respect to the Platform Software, where more restrictive than any terms of license set out in this Agreement shall apply to mutatis mutandis to this Agreement and shall be binding on the Licensee.
    • Documentation. With regard to any related Documentation provided to the Licensee, the Licensee may reproduce a reasonable number of copies of such Documentation, and use such Documentation as permitted in Clause 1 (Software License) of this Agreement. Distribution of the Documentation is prohibited without the express written permission of the Licensor, which it can withhold, condition or delay in its sole discretion.
    • Ownership. The Licensee acknowledges and agrees that the Licensor and/or its Third-Party Licensors shall retain all right, title, and interest in and to the Platform Software and any Updates and improvements thereof, including without limitation all copyrights, patent rights and trademark rights and all other Intellectual Property Rights therein, and the Licensee shall not remove any copyright notices or other legends from the Platform Hardware, Platform Software or any accompanying Documentation. Except for the limited copyright right granted to the Licensee under Clause 1 (Software License) with respect to the use of the Platform Software in Platform Hardware, the Licensee further acknowledges and agrees that the Licensor has no right to sublicense or otherwise grant any rights under any other Intellectual Property Rights of its Third Party Licensors or Affiliates of such Third Party Licensors, including, without limitation, any Patents of its Third Party Licensors or Affiliates of such Third Party Licensors.
    • Open Source Software. The Platform Software may contain Open Source Software. The terms and conditions governing the Licensee’s use of such Open Source Software shall be in accordance with the Open Source License Terms associated with such Open Source Software. The Licensee shall not make the portions of the Platform Software that are proprietary to the Licensor or its Third Party Licensors available pursuant to any Open Source License Terms. The Licensee shall not use, combine, modify, distribute, make the Platform Software a derivative work of or otherwise exploit the Platform Software in connection with any Reciprocal Open Source Software in any manner that would cause the Platform Software to become subject to any Reciprocal Open Source License Terms, and the Licensee shall restrict each of the Licensee’s subcontractors and customers in the same manner.
    • Training.  To the extent the Licensee is an Authorized Trainer, the Licensee may loan Products solely to the individuals that the Licensee is training provided that (a) each such individual has an agreement in place with the Licensee that imposes obligations on such individual substantially equal to those herein prior to the Licensee’s distribution of such Product; (b) each such individual acknowledges and agrees in his/her agreement with the Licensee that he/she shall only use the Product for his/her personal non-commercial and educational use; (c) each such individual is required to return the Product to the Licensee at the end of such training session and (d) the Licensee shall remain directly liable to the Licensor and its Third Party Licensors for any misuse of the Products, including but not limited to any Platform Software, by any such individual.
    • Feedback. The Licensor may from time to time receive suggestions, feedback or other information from the Licensee concerning the Platform Hardware, Platform Software and/or Documentation. Any suggestions, feedback or other disclosures made by the Licensee are and shall be entirely voluntary on the Licensee’s part. Notwithstanding any other term in this Agreement, the Licensor and its Third Party Licensors shall be free to use the Licensee’s suggestions, feedback or other information in the further development of the Platform Hardware, Platform Software and/or Documentation, without obligation of any kind to the Licensee. The Licensee agrees that all inventions, product improvements, and modifications to the Platform Hardware, Platform Software and Documentation conceived of or made by the Licensor and/or its Third Party Licensors that are based, either in whole or in part, on the Licensee’s ideas, feedback, suggestions, or recommended improvements are the exclusive property of the Licensor and/or its Third Party Licensors, and all right, title and interest in and to any such inventions, product improvements, and modifications will vest solely in the Licensor and/or its Third Party Licensors, as the case may be.
    • Technical Support and Updates. Notwithstanding anything to the contrary hereunder, the Licensee acknowledges and agrees that the Licensor and its Third Party Licensors (i) are under no obligation to provide any form of technical support for the Products; and (ii) have no obligation to provide any Updates under this Agreement.  If the Licensor chooses to provide any form of support or information relating to the Products, such support and information shall be deemed confidential and proprietary to the Licensor and/or its Third Party Licensors, as the case may be, and shall be protected in accordance with Clause 12 (Confidentiality). To the extent the Licensor makes available one or more Updates, the Licensee’s use of such Updates shall be governed by the terms and conditions of this Agreement unless an end user license agreement is included within such Updates in which case the Licensee’s use of such Updates shall be governed by the terms and conditions of such end user license agreement.
    • Books and Records. The Licensee shall keep true and accurate books and records in relation to the Products, including complete and exhaustive records of any end products that make use of the Products sold by the Licensee. As applicable, such books and records shall include (a) the type of product sold, (b) the date of transaction, and (c) number and price of units sold. Within 15 days of each calendar quarter, the Licensee shall report to the Licensor the transactions and corresponding products that make use of the Products sold during the quarter and such other information and supporting documents that may be reasonably requested in writing. Each such statement by the Licensee shall also be accompanied by a signed statement by an authorised representative of the Licensee certifying that the Licensee has not sold any products that make use of the Products other than as set out in the accompanying statement. The Licensor shall also be entitled to, at its own expense inspect and/or conduct an audit of the books and records of the Licensee so far as they pertain to the Products and reporting obligations of the Licensee set out herein.
  3. REPRESENTATIONS AND WARRANTIES
    • General. Each of the Parties represents and warrants that:
      • it has the full power and authority to enter into and execute this Agreement; and
      • neither the signing nor the delivery of this Agreement, nor the consummation of the transactions contemplated herein, will conflict with or, result in the breach of, or constitute a default under, any of the provisions of any corporate restrictions or any agreement or instrument to which he/it is party or by which he/it is bound.
    • Licensee representations and warranties. The Licensee represents and warrants that:
      • the Products, including any Platform Software and Platform Hardware forming a part thereof, will be used exclusively in accordance with this Agreement;
      • it has, and shall at all times have the capacity to legally bind its employees, agents, consultants, nominees or subcontractors with respect to the obligations set forth in this Agreement;
      • the use of Products by it will not infringe on the Intellectual Property Rights of any other Person;
      • it has not, nor have any of its Affiliates and their respective employees, agents, consultants or representatives, offered, paid given, promised, or authorised the payment of any bribe, influence a payment, kickback, or other similar unlawful payment to any employee or agent of a private entity with which the Licensee and/or its Affiliates do, seek to, have done, or have sought to do business that would cause the Licensee or its Affiliates to be in violation of any Anti-Corruption Laws.
  1. WARRANTY, LIMITATION OF LIABILITY AND INDEMNITY
    • The Products are supplied to the Licensee on an “as is” basis. The Licensor and/or any Third Party Licensors and their respective Affiliates disclaim any and all warranties and conditions regarding the Products, whether express or implied, including, without limitation, any implied warranties or conditions of non-infringement of third party rights, merchantability, merchantable quality, durability and fitness for a particular purpose. The Licensor, its Third Party Licensors and their respective affiliates do not warrant that the operation of the Products will be uninterrupted or error free.
    • Limitation of Liability.  In no event shall the Licensor, its Third Party Licensors or their respective affiliates be liable for any consequential, special, incidental or indirect damages of any kind arising out of the use of the Products, or otherwise under or in connection with any provision of this Agreement (including but not limited to lost data, lost profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for tort, negligence and for any other pecuniary or other loss whatsoever), even if the Licensor, its Third Party Licensors and their respective Affiliates have knowledge of the possibility of such damages.

      Notwithstanding any damages that the Licensee might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract, tort, negligence or anything else), the entire liability (in the aggregate) of the Licensor under any provision of this Agreement shall be limited to the Sale Price of the subject Products.

    • Indemnification. The Licensee will fully defend, indemnify and hold each of the Licensor, its Third Party Licensors and their respective Affiliates, officers’ directors, employees, agents, successors and assigns harmless from and against any and all claims, demands, losses, damages, judgments, costs, liabilities and expenses (including attorneys’ fees) arising out of or related to: (i) the Licensee‘s misuse of the Products, including, without limitation, any misuse which causes an infringement of any patent, copyright, trademark, trade secret, or other Intellectual Property Rights or publicity or privacy rights of any third parties arising in any jurisdiction anywhere in the world; (ii) the applications and/or services developed by the Licensee, whether alone or in combination; and (iii) any breach of this Agreement by the Licensee. If requested by the Licensor, the Licensee agrees to defend the Licensor and its Third Party Licensors in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing.
  2. TERM AND TERMINATION
    • Term. This Agreement shall remain in full force and effect for a period of five (5) years unless sooner terminated in accordance with the terms of this Agreement (“Term”).
    • Termination.
      • This Agreement shall be terminated at any time:
        • forthwith, by mutual written agreement between the Parties;
        • by either Party giving the other Party prior notice of 30 (thirty) days’ in writing;
        • forthwith, upon termination of any licensing arrangement between the Licensor and its Third Party Licensors under which Platform Software is licensed to the Licensee;
        • forthwith, by either the Licensor or the Licensee (“Non–Defaulting Party”) by giving a written notice to the other Party (“Defaulting Party”) upon occurrence of material breach of any of the obligations of the Defaulting Party and where such material breach has not been cured by the Defaulting Party within 30 (thirty) days from the receipt of a written notice from the Non–Defaulting Party specifying the nature of the material breach.
      • In the event of expiry of the Term, the Party electing to terminate this Agreement shall incur no liability to the other Party hereto for damages arising from the rightful exercise of the right to terminate this Agreement.
    • Consequences of expiry of the Term. Upon expiry of the Term:
      • all outstanding sums payable by the Licensee to the Licensor shall immediately become due and payable;
      • all rights and licenses granted pursuant to this Agreement shall cease;
      • the Licensee shall not be entitled to receive delivery or possession of any Products title to which has not passed to the Licensee in accordance with this Agreement or the relevant Purchase Order;
      • the Licensee shall forthwith (a) destroy all Documentation, Platform Software and Platform Hardware existing separately from the Products, (b) cease all use, adaptation, modification, derivation or transition of the Platform Software, Platform Hardware, or Documentation, (c) otherwise cease dealing with the Platform Software, Platform Hardware or Documentation other than with respect to the use and sale of Products whose title has already passed to the Licensee in accordance with this Agreement; and
      • under no circumstances shall any Party be released from the liability or obligation accrued prior to the expiry of the Term, and the Party in breach of this Agreement shall in all events remain liable for the consequences of that breach even after the expiry of the Term.
    • Survival. Expiry of the Term shall in no event terminate or prejudice: (a) any right or obligation arising out of or accruing under this Agreement attributable to events or circumstances occurring prior to the expiry of the Term, (b) any provision which by its nature is intended to survive the Term including the provisions of Clause 1 (Definitions and Interpretation), Clause 5 (Warranty, Limitation of Liability and Indemnity), Clause 7 (Confidentiality), Clause 8 (Governing Law and Dispute Resolution), Clause 9 (Notices) and Clause 10 (General).
  3. CONFIDENTIALITY
    • The Products and all related information provided hereunder are confidential and proprietary to the Licensor and/or its Third Party Licensors. The Licensee agree that the Licensee will only use the Products and all related information for the Purpose. Unauthorized use or disclosure of the Products and/or all related information would cause irreparable harm and significant injury to the Licensor and/or its Third Party Licensors that would be difficult to ascertain or quantify; accordingly, the Licensee agree that the Licensor and/or its Third Party Licensors shall have the right to obtain injunctive or other equitable relief to enforce the terms of this Agreement without limiting any other rights or remedies.
    • Each party undertakes that it shall not at any time during and after the term of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, nor any of the terms of this Agreement, except as permitted by Clause 3 below.
    • Each party may disclose the other party’s confidential information:
      • to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this Clause 3; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • No Party shall use any other Party’s confidential information for any purpose other than to exercise its rights or perform its obligations under or in connection with this Agreement.
  4. GOVERNING LAW AND JURISDICTION
    • Governing law. This Agreement shall in all respects be construed and interpreted in accordance with the Laws of India without reference to its conflict of law principles.
    • Arbitration. All disputes, controversies or claims arising out of or in connection with or relating to this Agreement, or the existence, breach, expiry, termination or validity hereof, shall be referred to and finally resolved by arbitration administered in accordance with the Indian Arbitration and Conciliation Act, 1996 (the “Arbitration Act”). The Arbitration Act is deemed to be incorporated by reference into this Clause 2. The seat and legal place of arbitration shall be Bangalore. The tribunal shall consist of 3 arbitrator(s) appointed in accordance with the Arbitration Act. The language of arbitration shall be the English language.
    • Jurisdiction of courts. Subject to Clause 2 above, competent courts in Bangalore shall have the exclusive jurisdiction in connection with this Agreement.
  5. NOTICE
    • Service of notice. Service of a notice must be effected by one of the following methods:
      • by hand to the relevant address set out in Clause 3 below and shall be deemed served upon delivery if delivered during a Business Day, or at the start of the next Business Day if delivered on any day other than a Business Day; or
      • by courier to the relevant address set out in Clause 3 below and shall be deemed served at the start of the 2nd (second) Business Day after the date of posting; or
      • by registered post with acknowledgement due to the relevant address set out in Clause 3 below and shall be deemed served at the start of the 4th (fourth) Business Day after the date of posting; or
      • by electronic mail transmission to the relevant electronic mail address set out in Clause 3 below and shall be deemed served on dispatch, if dispatched during a Business Day or at the start of the next Business Day if dispatched on any day other than a Business Day; provided, however, that in each case an electronic delivery receipt indicating complete transmission of the notice is obtained by the sender.
    • Business hours. In this Clause 9, “during a Business Day” means any time between 9.30 am and 5.30 pm on a Business Day based on the local time where the recipient of the notice is located. References to “the start of a Business Day” and “the end of a Business Day” shall be construed accordingly.
    • Address for service. Notices shall be addressed as follows:
      • If to the Licensor.
Name                                                : Mistral Solutions Private Limited
Address                                                : #60 Adarsh Regent, 100 Feet Ring Road, Domlur Extension, Bangalore – 560071, India
Email                                                : evmsupport@mistralsolutions.com
  • If to the Licensee. To the coordinates mentioned at the time of registration with the Licensor.
  • Change of details. A Party may change its address for service; provided, however, that it gives the other Party prior notice of not less than 10 (ten) days in accordance with this Clause 9. Until the end of such notice period, service on either address shall remain effective.
  1. GENERAL
    • Anti-Corruption Laws. The Licensee shall, and shall ensure that its employees, agents, consultants and representatives shall, at all times comply with the Anti-Corruption Laws in their dealings, and shall ensure that the use of the Products by the Licensee do not cause the Licensor and/or its Third Party Licensor to violate any such Anti-Corruption Laws.
    • Binding nature. This Agreement shall be binding on and shall inure to the benefit of the respective Parties, their successors (including merger, de-merger or acquisition of a Party) and permitted assigns.
    • Assignment. Neither the Licensee nor the Licensor shall assign this Agreement nor delegate any of its duties hereunder, in whole or in part, without the prior written consent of the other Party, respectively.
    • Sub-license. The Licensee shall not grant sub-licenses under this Agreement without the prior written consent of, and on such terms as may be prescribed by, the Licensor.
    • Amendments. No variation or modification of this Agreement or waiver of any of the terms of provisions hereof shall be deemed valid unless in writing and signed by or on behalf of both the Parties.
    • Relationship. It is expressly understood and agreed that nothing in this Agreement shall in any way be construed to create the relation of principal and agent, employer and employee or partners or a joint venture between the parties hereto.
    • Severability. If any of the provisions of this Agreement is void or unenforceable, the remainder of this Agreement and the application of such provision to Persons or circumstances other than those as to which it is held void or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision.
    • Specific performance. The Parties agree that damages may not be an adequate remedy and that each Party shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Parties from committing any violation or enforce the performance of the covenants, representations and obligations contained in this Agreement. These remedies are cumulative and are in addition to any other rights and remedies the Parties may have under applicable law or in equity, including a right for damages.
    • Waiver. Waiver by either Party of any breach of any provision, promise, covenant or condition of this Agreement or the failure of either Party to require strict performance of any provisions of this Agreement, shall not constitute a waiver of any other breach of any provisions of this Agreement.
    • Independent rights. Each of the rights of the Parties are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise; provided, however, that where different rights are created as a result of or on account of a single cause of action, and if a Party has achieved complete remedy by pursuing one course of action, such Party shall not be entitled to pursue other courses of action to seek further remedies for the same cause of action.
    • Force Majeure. Neither party shall be in breach of this Agreement or any applicable Purchase Order nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement or any applicable Purchase Order if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 90 (ninety), the party not affected may terminate this Agreement by giving 30 (thirty) days’ written notice to the affected party.
    • Entire agreement. This Agreement, all validly executed Purchase Orders and the documents referred to therein or contemplated thereby contain the entire Agreement and understanding of the Parties in connection with the subject matter hereof. The recitals and preamble appearing at the beginning of this Agreement are incorporated into its terms and conditions in full by this reference thereto.
    • Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts. The delivery of signed counterparts by electronic mail in “portable document format” shall be as effective as signing and delivering the counterpart in person.
    • Further assurances. The Parties shall promptly and duly execute and deliver all such further instruments and documents, and do or procure to be done all such acts or things, as may be reasonably deemed necessary or desirable in obtaining the full benefits of this Agreement.