Download pdf document: Terms and conditions

TCS MasterCraftTM
5.6 EXCEPT FOR THE WARRANTIES CONTAINED IN THIS SECTION 5, TCS MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES EITHER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR
PURPOSE. ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED.
6.
CONFIDENTIAL INFORMATION:
6.1
Licensee will not disclose any proprietary information that is provided to Licensee under the Agreement or which
Licensee may have access to pursuant to the Agreement. Such information may include, but not be limited to, the
operation of or methods or techniques or processes used in creating, developing or applying the Software or other
proprietary information relating to the trade practices, strategies, or product development plans of TCS. Licensee
agrees to prevent unauthorised access to or dissemination of the proprietary information. Licensee acknowledges
and agrees that Licensee shall be responsible to ensure Licensee’s employees’ adherence to the confidential
obligations set forth in this Section. However, this restriction does not apply to information which: (a) Licensee
independently developed without reference to or use of the Confidential information of TCS; (b) is in public
domain without breach of the confidentiality obligation or made public by TCS; (c) is disclosed with TCS' prior
written approval; or (d) is revealed pursuant to court order or process of law provided Licensee gave as much
advance written notice to TCS as possible regarding the disclosure and cooperated in obtaining injunctive reliefs
against such disclosure.
7.
7.1
OWNERSHIP AND PROPRIETARY RIGHTS
Licensee acknowledges and agrees that TCS and / or its licensor does and will continue to own all Intellectual
Property and Intellectual Property Rights in or attached to the Product, Licensed Material and Documentation,
including without limitation, in or attached to any Enhancement and Upgrades and any Derivative Works thereof
even if made by or on behalf of the Licensee. Nothing contained herein shall be construed as a transfer,
assignment or conveyance by TCS to Licensee of the ownership, interest or title to the Intellectual Property or
Intellectual Property Rights in or attached to the Product, Licensed Material, Documentation or any
Enhancements, Upgrades or Derivative Works thereof. Licensee agrees that TCS shall have the right to list
Licensee name in its marketing material and use Licensee logo with respect to such listing and for reference
purposes.
7.2
Nothing in this Agreement shall prevent TCS from transacting similar business either for itself or for any other
Person or to offer same or similar products or services to any third parties.
8.
LIMITATION OF LIABILITY
8.1
Except as set forth in clauses 8.2, neither Party shall be liable to the other for any indirect, consequential,
punitive, special or cover damages including loss of profit, revenue, data, goodwill or investments even if advised
of the possibility of such liabilities and the aggregate liability of either Party for all damages arising from or relating
to this agreement (whether in contract, tort or any other theories of law) shall not exceed the total amount of
License Fees paid by the Licensee to TCS under this Agreement.
8.2
The limitation/exclusion on any Party’s liability as set forth in Clause 8.1 shall not apply to liability for damages,
a) Resulting from the wilful misconduct of that Party, its affiliates, employees or agents, or anyone for whom it is
in law responsible;
b) Breach of the license conditions as set forth in Section 2;
c) Breach of confidentiality obligations as set forth in Section 6; and
d) Infringement of Intellectual Property Rights or misappropriation of Intellectual Property.
TCS-Confidential
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Version 2.6