SOFTWARE LICENSING AGREEMENT

Effective as of February 25, 2024

This Software Licensing Agreement (“Agreement”) is entered into by and between Md. Saddam Hossain (“Licensor”) and you (“You” or “Licensee”), and governs your use of all software products and source code purchased on saddamhossain.net or otherwise obtained from Licensor (collectively, the “Software”).

By downloading, accessing, or using the Software, you agree to be bound by the terms and conditions of this Agreement. If you are agreeing to these terms and conditions on behalf of a company or other entity, then “You” and “Licensee” mean your entity and you are agreeing that your entity will be bound by the terms and conditions of this Agreement. If you do not have the authority to bind your entity to these terms and conditions, then do not agree to the terms and conditions or use the Software. If you do not agree to these terms and conditions in their entirety, you may not download, access, or use the Software.

1. OWNERSHIP.

The Software is licensed, not sold, to the Licensee. Licensee recognizes that the Software is the proprietary property of Licensor. Licensor will retain exclusive interest in and ownership of the Software, as well as all intellectual property rights in and to the Software. Licensor reserves all rights not expressly granted under this Agreement. The provisions of this clause shall survive termination of this Agreement.

2. GRANT OF LICENSE.

Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a perpetual (unless this Agreement is terminated as expressly provided for in Section 8), non-exclusive, non-transferrable (except as expressly permitted in Sections 7 and 11) license to use the Software as described in this section. Licensee is prohibited from using the Software in any manner other than as expressly permitted in this section.

Licensee is permitted to:

1. download, copy, modify, reproduce, and otherwise use the Software for the purpose of creating end products, or for Licensee’s own internal use;
2. create an unlimited number of end products, and the end products may be either commercial or non-commercial in nature; and
3. sell, distribute, share, or publish the Software as part of one or more end products, as long as the Software is not sold, distributed, shared, or published in source code form.

Licensee is NOT permitted to:

1. sell, distribute, share, or publish the Software in source code form; or
2. use the Software for any unlawful purpose or for the promotion of illegal activities.

3. WARRANTY DISCLAIMER.

THE SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO LICENSEE.

4. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO LICENSEE FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) LICENSEE’S USE OF THE SOFTWARE OR INABILITY TO USE THE SOFTWARE; OR (B) THE SOFTWARE GENERALLY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO LICENSEE.

5. INDEMNITY.

Licensee (as an indemnifying party) shall indemnify Licensor (as an indemnified party) against all losses and expenses, including reasonable attorneys fees, in connection with any proceeding arising out of Licensee's use of the Software, including claims that Licensee's use is unlawful or infringes a third party's intellectual property rights.

6. JURISDICTION AND DISPUTES.

This Agreement shall be governed by the laws of Bangladesh.
All disputes hereunder shall be resolved in the applicable courts of Bangladesh. The parties consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available without reference to conflict of laws principles.

7. AGREEMENT BINDING ON SUCCESSORS.

This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.

8. TERMINATION.

Right to Terminate Upon Notice. Either party may terminate this Agreement upon 30 days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the 30-day period, the breaching party fails to cure such breach.

Licensee Right to Terminate. Licensee shall have the right to terminate this Agreement at any time upon 30 days’ written notice to Licensor for any reason.

Post-Termination Rights. Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.

9. WAIVER.

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

10. SEVERABILITY.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

11. ASSIGNABILITY.

The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless: (A) in connection with a transfer of substantially all the assets of Licensee; or (B) with the consent of Licensor; or (C) as expressly provided for in Section 7 of this Agreement.

12. INTEGRATION.

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

13. CONDITIONS FOR HANDLING RETURNS/CANCELLATION/WITHDRAWAL RULES

Due to the digital nature of the product, returns are not acceptable.

14. DELIVERY TIME OF PRODUCTS.

After you have entered the information specified by each payment agent on the checkout page and purchased the product, you can immediately download it.

15. STANDARD SUPPORT FOR SOURCE CODE.

Products that include complimentary support will receive assistance for up to one week after the purchase. Please be aware that customization, installation, or support for third-party sources is not provided.

If you want to include a new feature, function, or integration, you will need to request customization. By requesting customization, we will alter the source code to reflect your needs and requirements for a price defined by saddamhossain.net.