In consideration of the mutual promises and upon the terms and conditions set forth below, the Parties agree as follows:
1. LICENSE GRANT: Subject to the terms and conditions of this Agreement and solely for purposes of usage of the Software, Wipro grants to the Licensee a non-exclusive, non-transferable, non-sub-licensable, term-based, revocable, limited license rights to deploy and use binary copy of the Software.
2. LICENSE RESTRICTIONS: Licensee agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: a.) sell, lease, license, sublicense, encumber or otherwise deal with any portion of the Software; b.) decompile, disassemble, or reverse engineer any portion of the Software; c.) write or develop any derivative software or any other software program based on the Confidential Information provided by Wipro; d.) use the Software to provide processing services to third parties, commercial timesharing, rental arrangements, or bureau use e.) provide, disclose, divulge or make available to, or permit use of the Software by persons other than Licensee.
3. WARRANTY AND LIABILITY: To the maximum extent permitted by applicable law, Wipro makes no warranties, whether express, implied, or statutory regarding or relating to the software or the documentation, or any materials or services furnished or provided to licensee under this agreement. Specifically, Wipro does not warrant that the software will be error free or will perform in an uninterrupted manner. TO THE GREATEST EXTENT ALLOWED BY LAW, WIPRO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WIPRO HAD BEEN INFORMED OF SUCH PURPOSE) AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE DOCUMENTATION AND SUPPORT, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. IN NO EVENT WILL WIPRO BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF LICENSEE DATA, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE HEREUNDER INCLUDING THE PROVISION OF SUPPORT SERVICES, IRRESPECTIVE OF WHETHER IT HAD AN ADVANCE NOTICE OF POSSIBILITY OF ANY SUCH DAMAGES.
4. APPLICABLE LAW: This Agreement shall be governed by and any dispute shall be resolved in accordance with the Laws of jurisdiction of the US.
5.1 Disclosure of information: Wipro shall share Licensee’s Personally Identifiable Information with Licensee’s consent, where the disclosure is necessary for compliance of a legal obligation or where required by government agencies mandated under law to procure such disclosure.
5.2 Transfer of Information: Wipro may transfer Licensee’s Personally Identifiable Information to any other body corporate or a person in any country that ensures the “same level of data protection” that is adhered to by it.
5.3 Publication: Wipro shall also not publish Licensee’s Personally Identifiable Information and shall ensure that the information transferred to a third party is not further disclosed by it.
Wipro Limited (NYSE: WIT, BSE: 507685, NSE: WIPRO) is a leading global information technology, consulting and business process services company. We harness the power of cognitive computing, hyper-automation, robotics, cloud, analytics and emerging technologies to help our clients adapt to the digital world and make them successful. A company recognised globally for its comprehensive portfolio of services, strong commitment to sustainability and good corporate citizenship, we have over 175,000 dedicated employees serving clients across six continents. Together, we discover ideas and connect the dots to build a better and a bold new future.