Licensing Terms

Effective Date: November 20, 2024.

1. Information We Collect

1.1 Single License for Single Domain
Upon purchase, SPXCommerce grants you (“Client”) a non-exclusive, non-transferable, and non-sublicensable license to use SPXCommerce software solely for the purpose of operating one website under a single domain. The system permits the use of one primary live domain and two subdomains, allowing for a total of three URLs. These include the main production URL (e.g., www.yourwebsite.com), a development environment subdomain (e.g., dev.yourwebsite.com), and a staging environment subdomain (e.g., staging.yourwebsite.com). This setup ensures a structured workflow for development, testing, and deployment. This license is conditional upon full payment of all applicable fees.

1.2 Restrictions on Use

  • The Client shall not sell, transfer, sublicense, assign, or make available any part of the Product or related code to third parties.
  • The Client agrees not to use the Product in any business similar to or competitive with SPXCommerce.
  • The Client is prohibited from modifying or using the Product in any other application, package, or service beyond the licensed domain.

1.3 Entity Use
The Client may request permission to use the Product for additional entities. For each additional entity, a set usage fee is payable that will be decided based on the use-case policy, and usage is conditional upon the Company’s written approval. Unapproved use for additional entities will result in immediate termination of the license.

1.4 Intellectual Property Rights
SPXCommerce retains all rights, title, and interest in and to all intellectual property, including any enhancements or modifications to the Product. Use of the Product does not transfer ownership of any intellectual property rights to the Client.

2. Intellectual Property

2.1 Ownership
All proprietary technology, software, and methodologies used in or provided with SPXCommerce are the sole property of SPXCommerce (SPARX IT SOLUTIONS PRIVATE LIMITED) and are protected under intellectual property laws. Nothing in these Terms grants any rights to the underlying code or the intellectual property associated with SPXCommerce.

2.2 License to Client
Upon full payment, SPXCommerce grants the Client a limited license to use the Product as described above. This license does not include the right to modify, distribute, or create derivative works based on the Product.

2.3 Termination of License
If the Client breaches these Terms, SPXCommerce reserves the right to terminate the license immediately, rendering all access to the Product void.

3. Confidentiality

3.1 Confidential Information
Both SPXCommerce and the Client agree to keep confidential any proprietary or sensitive information exchanged as part of this engagement and will not disclose it to third parties without written consent.

3.2 Return of Materials
Upon termination of these Terms, the Client agrees to destroy or return all confidential information in their possession that belongs to SPXCommerce.

4. Limitation of Liability

4.1 No Consequential Damages
SPXCommerce shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of revenue, data, or profit arising out of the use or inability to use the Product.

4.2 Liability Cap
The total liability of SPXCommerce under these Terms shall not exceed the amount paid by the Client for the Product license.

5. Termination

5.1 Termination for Cause
SPXCommerce reserves the right to terminate these Terms immediately if the Client breaches any material term.

5.2 Termination for Convenience
The Client may terminate these Terms by providing SPXCommerce with 30 days written notice. All outstanding fees and obligations remain due upon termination.

6. Governing Law

These Terms and any disputes arising under them shall be governed by the laws of [New Delhi, India], without regard to conflict of laws principles.

7. Miscellaneous

7.1 Entire Agreement
These Terms represent the entire agreement between SPXCommerce and the Client regarding the use of the Product and supersede all prior agreements or communications.

7.2 Amendment
Any modifications to these Terms must be in writing and signed by both parties.

7.3 Severability
If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force.

7.4 Waiver
Failure by SPXCommerce to enforce any provision of these Terms does not constitute a waiver of that provision.

Acceptance of Terms

By purchasing and using SPXCommerce, the Client acknowledges that they have read, understood, and agree to abide by these Terms and Conditions.

For any questions or support, please contact us at:
Email: clientsupport@spxcommerce.com