Published 17 May 2020. Effective as of 17 May 2020. These Terms replace and supersede all prior versions, commitments, and obligations.
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY USING INDICATOR OR SOFTWARE OR PLUGIN OR PROGRAM IN ORIGINAL OR MODIFIED FORM (HEREON COLLECTIVELY REFERRED TO AS “SOFTWARE”) PROVIDED BY SACHIN BHATIA EQUITY RESEARCH OR ANY RELATED ENTITY – INDIVIDUAL OR COMPANY (HEREON REFERRED TO AS “SBER”), YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD, INSTALL AND/OR USE THE SOFTWARE.
Note: In case the terms of this Agreement are in conflict with the terms of any agreement individually negotiated and agreed between SBER and customer, the terms of the latter shall prevail.
(a) “Licensor” means SACHIN BHATIA EQUITY RESEARCH (“SBER”) having its principal place of business at Hyderabad, India.
(b) “Licensee” means either an individual or a legal entity, exercising rights under, and complying with all of the terms of, this Agreement. For legal entities, “Licensee” includes any entity which controls, is controlled by, or is under common control with Licensee. For purposes of this definition, “control” means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
(c) “License” means access to the software in any form and through any medium.
(a) Software is the property of Licensor. Software is licensed, not sold. Title and copyrights to Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor.
(b) Software is protected by Copyright Law and Intellectual Property provisions. Further, the structure, organization, and code embodied in Software are the valuable and confidential trade secrets of Licensor and are protected by intellectual property laws and treaties. Licensee agrees to abide by the copyright law and all other applicable laws of the India or elsewhere including, but not limited to, export control laws.
3. GRANT OF LICENSE
Subject to the terms, conditions, and limitations set forth in this Agreement, including any amendments thereto, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use Software as follows:
(a) Licensee may:
(i) apply and use single access license to the software
(ii) use the license for non-commercial and non-competing purposes only
(iii) use the software for any instrument; and
(iv) distribute screenshots and/or videos without hiding or removing software name in its originality.
(b) Licensee may not:
(i) sell, redistribute, assign, encumber, give, lend, rent, lease, sublicense, or otherwise transfer Software, or any portions of Software, to another individual or entity;
(ii) reverse-engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of Software, or create derivative works from Software;
(iii) request access to same software through multiple accounts; or
(iv) share access to the software with any third party.
4. ADDITIONAL LICENSE EXCEPTIONS AND RESTRICTIONS.
(a) Complimentary access unless purchased through exclusive transaction for the software is at discretion of the Licensor.
(b) Licensor reserves the right to revoke, cancel, or terminate the access to software with or without any notice.
(c) Licensee engaging in activities that are deemed improper or are unauthorized or present risk to the Licensor or its related parties reputation and intellectual assets, including but not limited to its research work, training program contents, and streaming content provided in private or public, shall be deemed ineligible to access the software without any notice.
(d) Complimentary access is not the mandatory obligation.
(e) Software access excludes access to the delayed or real time data or facilitation of data required for usage of software. Software access is limited to processing part of the data only.
5. THIRD PARTY SOFTWARE LICENSE
(a) Licensee agrees to comply with the terms and conditions contained in Third-Party Software licenses with respect to the applicable Third-Party Software.
(b) Licensee agrees and acknowledges that Sections 9 and 10 of this Agreement shall also govern Licensee’s use of the Third-Party Software. Licensor will have no responsibility with respect to any Third Party Software, and Licensee will look solely to the licensor(s) of the Third Party Software for any remedy. Licensor claims no right in the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party Software.
(c) LICENSOR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY THIRD-PARTY SOFTWARE OR PLATFORM.
6. USER CONDUCT
6.1 Responsible Use. You must use the Software of the Licensor responsibly.
6.2 Misuse. You must not misuse the Software. For example, you must not:
(A) use the Software without or in violation of license or agreement with the Licensor;
(B) copy, modify, host, stream, sublicence or resell the Software;
(C) enable or allow others to use the Software using your account information;
(D) offer, use or permit the use of the Software in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as a part of a hosted service or on behalf of any third party;
(E) use the Software to construct any kind of database or dataset;
(F) access or attempt to access the Software by any means other than the interface we provide or authorize;
(G) circumvent any access or use restrictions put into place to prevent certain uses of the Software;
(H) Share Content or Creative Cloud Customer Fonts or otherwise engage in behaviour that violates anyone’s Intellectual Property Rights. “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity and any other proprietary rights;
(I) Share any Content that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, hateful or otherwise objectionable;
(J) Share any Content that sexualizes minors or that is intended to facilitate inappropriate interactions with minors, other users or clients of the Licensor or the public;
(K) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
(L) attempt to disable, impair or destroy the Software;
(M) upload, transmit, store or make available any Content, Creative Cloud Customer Fonts or code that contains any viruses, malicious code, malware or any components designed to harm or limit the functionality of the Software;
(N) disrupt, interfere with or inhibit any other user from using the Software (such as stalking, intimidation, harassment or incitement or promotion of violence or self-harm);
(O) engage in chain letters, junk mails, pyramid schemes, phishing, spamming, fraudulent activities or other unsolicited messages;
(P) place an advertisement of any products or services in the Services except with our prior written approval;
(Q) use any data mining or similar data gathering and extraction methods in connection with the Software, including data scraping for machine learning or other purposes;
(R) artificially manipulate or disrupt the Software (such as manipulating appreciations on Behance or driving users to third-party sites);
(S) apply for access for the purpose of violating these terms or for circumventing account termination or other types of actions taken by the Licensor;
(T) manipulate or otherwise display the Software by using framing or similar navigational technology; or
(U) violate applicable law.
7. LICENSE FEES AND PAYMENTS
Licensee agrees to the terms and conditions of Software purchase published on Licensor’s website at www.sachinbhatia.com.
8.1 If Licensee’s use of Software falls under paragraph (i) of section 3(a), Licensor will provide all generally available Software Upgrades to Licensee at cost or free of charge, as may be deemed appropriate by the Licensor and subject to conditions necessary to access upgrade, until termination of this Agreement as set forth in section 13.
8.2 Upon Upgrade Subscription renewal, Licensee shall destroy any License key provided by Licensor during the previous Upgrade Subscription term and continue using Software with License key provided by Licensor for the new Upgrade Subscription term.
8.3. Licensor may terminate Upgrade Subscription if:
(a) Licensee has materially breached this Agreement and fails to cure such breach with or without notice thereof;
(b) Licensee fails to make the timely payment of Upgrade Subscription fees;
(c) Licensor is required to do so by law (for example, where the provision of the Software to Licensee is, or becomes, unlawful); or
(d) Licensor elects to discontinue to provide Software, in whole or in part.
8.4 Licensor will make reasonable effort to notify Licensee via an email three (3) days prior to termination of Upgrade Subscription in the event specified in the clause.
9. LIMITED WARRANTY
SOFTWARE IS PROVIDED TO LICENSEE “AS IS” AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, AND ITS AFFILIATES, SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
10. DISCLAIMER OF DAMAGES
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF 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 NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THE USE OR INABILITY TO USE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR SOFTWARE UNDER THIS AGREEMENT OR 500 INR IF LICENSEE RECEIVED SOFTWARE COMPLIMENTARY OR FREE OF CHARGE.
11. TERM AND TERMINATION
LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE ACTIONS SO THAT SOFTWARE NO LONGER OPERATES OR IS NOT ACCESSIBLE.
Licensee agrees to be identified as a customer of Licensor and agrees that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee’s business in Licensor’s marketing materials and on Licensor’s web site. Licensee hereby grants Licensor a license to use Licensee’s name and any of Licensee’s trade names and trademarks solely in connection with the rights granted to Licensor pursuant to this marketing section.
(a) Licensor reserves the right at any time to cease the support of Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of Software.
(b) This Agreement, including the Third Party Agreements, constitutes the entire agreement between the parties concerning Licensee’s use of Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to Software. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Licensor.
(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
(d) This Agreement will be governed by the laws of India, without reference to conflict of laws principles. Licensee agrees that any litigation relating to this Agreement may only be brought in, and shall be subject to the jurisdiction of the courts of Hyderabad (India).
(e) Titles are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either Licensor or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.
For exceptions or modifications to this Agreement, please contact Sachin Bhatia Equity Research correspondence address available at www.sachinbhatia.com.