SOFTWARE LICENSING AGREEMENT FOR BIPORT MIGRATION ASSISTANT 

This Software Licensing Agreement (the “Agreement”) is entered into as of the  Date by and between: 

Sparity Soft Technologies Private Limited, a company registered under Companies Act, with its principal place of business at 510, 5th Floor, Aditya Trade Centre, Ameerpet, Hyderabad – 500 038  (“Sparity” or “Licensor”), and 

Client, a registered legal entity leveraging BIPort application, registered under the laws of the country / an individual, with its principal place of business at their registered address (“Client” or “Licensee”). 

Sparity and Client are collectively referred to as the “Parties” and individually as a “Party.” 

WHEREAS, Sparity has developed and owns proprietary software known as the BIPort Migration Assistant, an AI-powered tool designed to facilitate the migration of data and reports from Tableau to Microsoft Power BI (the “Software”); 

WHEREAS, Client desires to obtain a license to use the Software, and Sparity agrees to grant such a license under the terms and conditions set forth herein; 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: 

1. Definitions 

1.1 Software: The BIPort Migration Assistant, including all executable code, algorithms, utilities, documentation, updates, and any other materials provided by Sparity to Client under this Agreement. 

1.2 Authorized Users: Employees, contractors, or agents of Client authorized to use the Software solely for Client’s internal business purposes in accordance with this Agreement. 

1.3 Documentation: Any user manuals, technical guides, or other materials provided by Sparity related to the use of the Software. 

1.4 License Fees: The fees payable by Client to Sparity for the license to use the Software, as specified in [Insert Reference, e.g., Exhibit A or a separate sales agreement]. 

2. License Grant 

2.1 Scope of License: Subject to the terms of this Agreement and payment of the applicable License Fees, Sparity grants Client a non-exclusive, non-transferable, non-sublicensable, revocable license to: 

Install and use the Software on [Insert Scope, e.g., a designated number of servers, workstations, or cloud environments] solely for Client’s internal business purposes to migrate data and reports from Tableau to Microsoft Power BI; 

License is applicable for the version downloaded from Azure marketplace or other marketplaces. The capabilities are as detailed in the fact sheet www.sparity.com 

Allow Authorized Users to access and use the Software in accordance with this Agreement; 

Use the Documentation to support Client’s authorized use of the Software. 

2.2 License Restrictions: Client shall not, and shall not permit any third party to: 

Copy, modify, adapt, translate, or create derivative works of the Software or Documentation, except as expressly permitted herein; 

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent permitted by applicable law; 

Sell, lease, rent, sublicense, distribute, or otherwise transfer the Software or Documentation to any third party; 

Use the Software for any purpose other than as expressly permitted herein, including providing services to third parties or operating a service bureau; 

Remove, alter, or obscure any proprietary notices (e.g., copyright or trademark notices) on the Software or Documentation. 

2.3 Authorized Users: Client shall ensure that only Authorized Users access the Software and that such access complies with this Agreement. Client is responsible for all actions of its Authorized Users. 

2.4 Reservation of Rights: All rights not expressly granted to Client are reserved by Sparity. Sparity retains all title, ownership, and intellectual property rights in and to the Software and Documentation. 

3. Delivery and Installation 

3.1 Delivery: Sparity shall deliver the Software to Client in downloadable electronic format or via a secure cloud portal within 5 business days of the Effective Date and receipt of the initial License Fees. 

3.2 Installation: Client is responsible for installing the Software unless otherwise agreed in writing. Sparity may provide optional installation support for an additional fee, as specified in a separate agreement. 

4. License Fees and Payment 

4.1 License Fees: Client shall pay Sparity the License Fees as set forth in or a separate sales agreement. All fees are non-refundable except as expressly provided herein. 

4.2 Payment Terms: Unless otherwise agreed, License Fees are due  within 30 days of invoice. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. 

4.3 Taxes: Client is responsible for all taxes, duties, or levies arising from this Agreement, excluding taxes based on Sparity’s net income. 

5. Ownership and Intellectual Property 

5.1 Sparity’s Ownership: Client acknowledges that Sparity owns all right, title, and interest in the Software and Documentation, including all intellectual property rights therein (e.g., patents, copyrights, trademarks, trade secrets). No ownership rights are transferred to the Client under this Agreement. 

5.2 Client Data: Client retains ownership of all data, reports, and other materials provided by Client or generated through Client’s use of the Software (“Client Data”). Client grants Sparity a non-exclusive, worldwide, royalty-free license to use, copy, and process Client Data solely to provide the Software and related services. 

5.3 Feedback: If Client provides suggestions, feedback, or ideas regarding the Software (“Feedback”), Client grants Sparity a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without obligation to Client. 

6. Support and Updates 

6.1 Support: Sparity shall provide standard technical support during the term of this Agreement, as detailed in the support agreement. Support may include troubleshooting, bug fixes, and assistance with Software use. 

6.2 Updates: Sparity may provide updates, patches, or new versions of the Software at its discretion. Such updates are included in the license grant, subject to the same terms and conditions. The client is responsible for implementing updates unless otherwise agreed. 

 

7. Confidentiality 

7.1 Obligations: Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information (e.g., Software, Documentation, pricing, business plans) and not disclose it to third parties without prior written consent, except as required to perform obligations under this Agreement. 

7.2 Exceptions: Confidential Information does not include information that: 

Is or becomes publicly available through no fault of the receiving Party; 

Was rightfully known to the receiving Party before disclosure; 

Is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or 

Is required to be disclosed by law, provided the receiving Party gives prompt notice to the disclosing Party to seek a protective order. 

7.3 Return or Destruction: Upon termination, each Party shall return or destroy the other Party’s Confidential Information, except as required to comply with applicable law. 

8. Warranties and Disclaimers 

8.1 Sparity’s Warranties: Sparity warrants that: 

It has the right to grant the license set forth herein; 

For a period of 90 days from delivery, the Software will materially conform to the Documentation when used as authorized. 

8.2 Remedy: If the Software fails to conform to the warranty in Section 8.1, Sparity’s sole obligation, and Client’s exclusive remedy, is for Sparity to repair or replace the Software or, at Sparity’s option, refund the License Fees paid for the non-conforming Software. 

8.3 Client’s Warranties: Client warrants that it will use the Software in compliance with this Agreement and all applicable laws and regulations. 

8.4 Disclaimer: EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPARITY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CLIENT’S SPECIFIC REQUIREMENTS. 

 

 

9. Indemnification 

9.1 Sparity’s Indemnity: Sparity shall defend, indemnify, and hold Client harmless from any third-party claim that the Software infringes any third-party intellectual property rights, provided Client promptly notifies Sparity and cooperates in the defense. Sparity may, at its option: 

Replace or modify the Software to make it non-infringing; 

Obtain a license for Client to continue using the Software; or 

Terminate the license and refund any prepaid License Fees. 

9.2 Client’s Indemnity: Client shall defend, indemnify, and hold Sparity harmless from any claim arising from Client’s misuse of the Software or violation of this Agreement. 

10. Limitation of Liability 

10.1 Exclusion of Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

10.2 Liability Cap: EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEES PAID BY CLIENT TO SPARITY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. 

11. Term and Termination 

11.1 Term: This Agreement commences on the Effective Date and continues for one (1) year, unless terminated earlier as provided herein. The license may be renewed by mutual agreement of the Parties. 

11.2 Termination for Convenience: Either Party may terminate this Agreement with 30 days written notice, provided that termination shall not relieve Client of its obligation to pay any outstanding License Fees. 

11.3 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party: 

Breaches a material term of this Agreement and fails to cure such breach within 15 days of receiving notice; or 

Becomes insolvent, files for bankruptcy, or ceases business operations. 

11.4 Effect of Termination: Upon termination, Client shall: 

Cease all use of the Software and Documentation; 

Destroy or return all copies of the Software and Documentation to Sparity; 

Pay any outstanding License Fees. Sections 5 (Ownership and Intellectual Property), 7 (Confidentiality), 8.4 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), and 12 (General Provisions) shall survive termination. 

12. General Provisions 

12.1 Governing Law: This Agreement shall be governed by the laws of India without regard to its conflict of laws principles. Any disputes shall be resolved in the courts located in Hyderabad, Telangana, India. 

12.2 Assignment: Client may not assign this Agreement without Sparity’s prior written consent. Sparity may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. 

12.3 Entire Agreement: This Agreement, including any exhibits, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral. 

12.4 Amendments: This Agreement may only be amended in writing signed by both Parties. 

12.5 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 

12.6 Notices: All notices shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate in writing. 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. 

Sparity Soft Technologies Private Limited