1. Definitions

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of 50% or more of voting rights or similar interest.
(b) “Documentation” means user guides, specifications, manuals and reference materials provided by Droog (including online versions) as may be updated from time- to-time.

(c) “Licensee Data” means all electronic data or information submitted by Licensee through the Software and under Licensee’s control (excluding public data and data outside Licensee’s control).
(d) “Order” means the signed or executed order form, quote or other ordering document between Licensee and Droog that references this Agreement.

(e) “Software” means the Droog AI Chatbot software product, any associated o􏰀line and/or online components, any updates, upgrades, patches, new versions or modules provided by Droog under this Agreement.
(f) “Use” means to access, install, copy, store, execute, run, display or otherwise utilise the Software in the manner permitted by this Agreement.

2. Proprietary Rights

The Software, its components, the Documentation, any related application programming interfaces (APIs), and any modifications, updates or derivative works are licensed, not sold, to Licensee. Droog, its Affiliates and its licensors retain ownership of all rights, titles and interests (including intellectual property rights) in and to the Software and Documentation. Licensee acknowledges that any enhancements, updates or modifications created by Droog (even if based on Licensee’s feedback) shall remain the sole property of Droog.

3. Grant of License

3.1 License Grant by Droog. Subject to Licensee’s compliance with this Agreement (including payment of applicable fees, if any), Droog grants Licensee a non-exclusive, non-transferable, non-sublicensable right to use the Software, in the territory and scope described in the applicable Order, for the number of seats/devices/users specified in the Order. The license may only be assigned or transferred when a seat/device/user is deregistered or otherwise in accordance with the Order.

3.2 Backup Copy. Licensee may make one (1) copy of the Software solely for archival or disaster-recovery purposes, provided Licensee retains all copyright, trademark and other proprietary notices contained in the original.

3.3 Licensee Obligations. Licensee shall (i) be responsible for its use of the Software, compliance by its users and A􏰀iliates with this Agreement; (ii) be responsible for the accuracy, quality, legality and integrity of Licensee Data; (iii) use commercially reasonable e􏰀orts to prevent unauthorised access to or use of the Software and to notify Droog promptly of any such unauthorised use; (iv) use the Software only as permitted under this Agreement, the Documentation and applicable laws and regulations; (v) maintain confidentiality of any credentials, passwords or security settings provided in connection with the Software.

4. Use Restrictions

Except as expressly permitted, Licensee shall not:
(a) rent, lease, lend, sell, sublicense, distribute or transfer the Software or rights to the Software;
(b) permit third-party access to the Software except as expressly authorised in the Order or in writing by Droog;
(c) decompile, disassemble, reverse-engineer, adapt, translate or create derivative works of the Software or any part thereof;
(d) use the Software to store or transmit infringing, unlawful, libellous, tortious or otherwise objectionable material, or to violate third-party privacy or intellectual property rights;
(e) interfere with or disrupt the integrity or performance of the Software or any associated systems, networks or services;
(f) Use the Software in a manner which exceeds service limits or uses specified by Droog (e.g., concurrent-users, message-volume, API-calls) unless authorised;
(g) Use the Software to build a competitive product or service, or to copy features, functions or graphics of the Software for the benefit of a competitor.

If Licensee breaches any of the restrictions above, Droog’s rights to provide the Software may be terminated automatically, and Droog may pursue other remedies available by law or in equity.

5. Updates, Upgrades & Maintenance

Droog may from time to time release updates, upgrades, patches or new versions of the Software. Such releases may di􏰀er in functionality, features or requirements from the version previously licensed. Licensee agrees to install updates as reasonably required for security or compatibility purposes. Droog is not obliged to provide any specific update or upgrade unless specified in the Order or a separate support/maintenance agreement.

6. Fees & Payment

Licensee shall pay all fees specified in the applicable Order in accordance with the payment terms set out therein (e.g., within 30 days of invoice, in cleared funds). All fees are non-refundable unless otherwise stated. Use of the Software may require activation, connectivity or license verification; by using the Software Licensee consents to the transmission of licensing data (e.g., product version, installation ID, number of users) to Droog for verification and audit purposes.

7. Licensee Data; Use of Data

7.1 Licensee Data Ownership. Licensee retains all right, title and interest in and to the Licensee Data.

7.2 Diagnostic & Usage Data. Licensee acknowledges that the Software may collect certain diagnostic, technical or usage data (metadata) to enable provision of updates, support and to improve the Software. Such data shall be collected in a form that does not personally identify Licensee’s end-users (unless consent is obtained).

7.3 Licensee Responsibility. Licensee is responsible for ensuring its use of the Software (including any collection, processing or storage of end-user data) complies with all applicable laws, regulations (including data-protection/privacy laws) and obtains any required consents from end-users.

7.4 Suspension of Licensee Data. If Droog becomes aware of any allegation the Licensee Data violates this Agreement, law or third-party rights, Droog may suspend or delete access to such Data, and may notify relevant authorities where required.

8. Warranty & Disclaimer

8.1 Limited Warranty. For a period of [insert period, e.g., 90 days] from the date of first delivery or activation, Droog warrants that the Software will perform substantially in accordance with the Documentation under normal use. Licensee must promptly report any material defect. If Droog is unable to fix the defect within a reasonable period, Licensee’s sole remedy is termination of the license and a refund of fees pre-paid for the defective Software (if applicable).

8.2 Disclaimer. Except as expressly stated above, the Software is provided “AS IS”, without any warranty whatsoever, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, availability or compatibility with other software/hardware. Droog does not guarantee the Software will meet Licensee’s requirements, be uninterrupted, error-free, fully secure or compatible with all configurations.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Droog’s total liability arising out of or in connection with this Agreement (whether in contract, tort, negligence, strict liability or otherwise) shall in no event exceed the amount of fees actually paid by Licensee to Droog under the applicable Order during the 12 months preceding the claim. Under no circumstances shall Droog or its suppliers be liable for any indirect, special, incidental, consequential or punitive damages (including business- interruption, loss of profits, loss of data, cost of substitute services) even if notified of the possibility of such damages.

10. Term and Termination

10.1 Term. The license commences on the E􏰀ective Date and continues for the term specified in the Order (e.g., perpetual or subscription term) unless terminated earlier in accordance with this Agreement.

10.2 Termination for Cause. Either party may terminate this Agreement if the other party breaches a material provision and fails to cure the breach within 30 days of written notice (or such shorter period if required). Droog may terminate immediately if Licensee fails to pay fees when due or uses the Software in an unauthorised manner.

10.3 Effect of Termination. Upon termination, Licensee shall cease all use of the Software, destroy or return all copies and certify destruction if requested. Termination does not relieve Licensee of any payment obligations accrued prior to termination or any obligations which by their nature survive (including confidentiality, limitation of liability).

10.4 Survival. The provisions of Sections 2, 4, 7, 8, 9, 10.3, 10.4 and any other clause which by its nature should survive termination shall remain in e􏰀ect.

11. Export Controls and Sanctions

Licensee agrees not to export, re-export or transfer the Software or any direct product of the Software to any country, entity or person prohibited by the laws or regulations applicable (including India, United Nations, EU or U.S. sanctions regimes). Licensee is responsible for compliance with all export, import, re-export and sanctions laws.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of [insert jurisdiction, e.g., State of Kerala, India] without regard to conflict of law provisions. The parties agree to submit to the exclusive jurisdiction of the courts of [insert city].

13. Miscellaneous

(a) Entire Agreement. This Agreement (including the Order, Documentation, and Privacy Policy) constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals (oral or written).
(b) Amendment. This Agreement may only be amended by a written instrument signed by both parties.
(c) Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and e􏰀ect.
(d) Waiver. Failure to enforce any right shall not constitute a waiver of that right.
(e) Assignment. Licensee may not assign or transfer its rights or obligations under this Agreement without Droog’s prior written consent; Droog may assign this Agreement to an A􏰀iliate or successor.
(f) Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
(g) Language. If this Agreement is translated into another language, the English version shall prevail in case of conflict.