Terms & Conditions

LICENSING AGREEMENT FOR AUTOHIVE SQUARE PARKING

This Software Licensing Agreement is entered, by and between PM Square Soft Services Private Limited, Coimbatore, India (Licensor), and You (Licensee, the user who has downloaded and installed this software on your mobile). Recitals. WHEREAS, Licensor is engaged in the business of designing, developing, selling software as a service related to computer software and hardware systems and related products and has created and developed a software package called AutoHive Squareu00a0that is an application to view the Parking Tokens issued using the AutoHive Squareu00a0Servers; and WHEREAS, Licensee desires to utilize such Software in their respective devices viz., Android, iOS phones, ; WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use Licensor’s Software on its mobile devices pursuant to the terms and conditions hereinafter provided. NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:

1. LICENSE: Licensor hereby grants to Licensee, for the term of this Agreement, a nonexclusive, non-assignable, right and license to use for viewing parking tokens, make reservations on parking lots or any function as provided built in the AutoHive Squareu00a0Mobile Application Software in connection with its business of Parking on your Android or iPhone mobiles wherever necessary. Licensee may register with their phone numbers, a unique user name, email address and a secret PIN Number which may not be disclosed to anyone else and view the parking entries made for their vehicles for their phone numbers or user names. Licensee should not share/disclose their secret pins to anyone else. Licensee is further prohibited from using the Software in any manner other than as described above.

2. TERM: This Agreement shall be effective as of the date of execution by both parties and shall extend for an indefinite period until either of the parties express their willingness to terminate the agreement. The agreement may also be superseded by any other new agreement which replaces this one and the Licensee agrees to accept such changes as well. In case it is not agreeable, the Licensee is free to uninstall the application which automatically makes this agreement void apart from any other conditions stipulated.

3. COMPENSATION: There are no user fee charged by the Licensor for using the AutoHive Squareu00a0Parking App but the Parking Lots may or may not charge any amounts for allowing the vehicles to be parked in their Lots. The Licensor may choose to charge for the App in the future or may choose to show advertisements in order to make revenue for providing the service, in which case the Licensor will communicate through emails or notifications or any other means while doing so. The Licensee may choose to continue the usage of services by paying for such charges if levied or may choose to discontinue using the App when such events occur.

4. INTELLECTUAL PROPERTY AND CONFIDENTIALITY: Licensor will retain exclusive interest in and ownership of its intellectual property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement. Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for 2 additional years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor’s Software and shall assume responsibility that its employees, sub-licensees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement. Licensee shall take neither steps in attempting to reverse engineer the Software nor try to access the APIs of the AutoHive Squareu00a0servers with or without any malicious intent to download or update the data apart from the approved means viz., AutoHive Squareu00a0Parking Android and iOS Apps.

5. INSTALLATION AND USAGE: Licensee shall download and install the software from either Google PlayStore or Apple AppStore and start using the software as per the terms and conditions. There will be no training provided by the Licensor but necessary documentation on how to use the App may be provided

6. WARRANTIES: Licensor represents and warrants that, to Licensoru2019s knowledge, the Software does not infringe the intellectual property rights or other rights of any third party. Licensor also does not offer any warranty in any form. The application may be used as it is in its available form and no other warranty is provided. The service guarantee is also not provided but it is likely to be around 99% but the Licensee cannot claim this for any legal course in case of any non-availability.

7. IMPROVEMENTS AND MAINTENANCE: The Applications, server and service may undergo maintenance from time to time and the Licensor will strive to inform the user in most circumstances. But under certain circumstances there may be some un-announced downtimes as well.

8. TERMINATION: This Agreement shall be automatically be void once the Licensee has uninstalled the Application and has not caused any damage to either the AutoHive Squareu00a0parking system or the Licensor.

9. 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. Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.

10. 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 unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party’s Intellectual Property rights.

11. NOTICES: Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

12. JURISDICTION AND DISPUTES: This Agreement shall be governed by the laws of the state TamilNadu in India. All disputes hereunder shall be resolved in the applicable courts of Coimbatore, TamilNadu . The parties consent to the jurisdiction of such courts, agree to accept service of process by email and waive any jurisdictional or venue defenses otherwise available without reference to conflict of laws principles.

13. 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.

14. 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.

15. SEVERABILITY: If any provision hereof 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.

16. 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 in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.

17. 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. It may be modified or amended by the Licensor in due course and such changes will be communicated via email or notifications or any electronic means possible. Otherwise a display of this document will be made available via the Software. This Agreement shall take precedence over any other documents that may be in conflict therewith.

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