NOTICE TO LICENSEE — PLEASE READ CAREFULLY. This End User Licence Agreement
("Agreement") is a legally binding contract between you, whether an individual or a legal entity
("Licensee", "you"), and Miracuves Solutions Private Limited ("Miracuves",
"we", "us"). It governs your use of any software product licensed from us, including its source
code, media, assets, and documentation (the "Software").
By purchasing, downloading, installing, deploying, or otherwise using the Software, you
accept this Agreement in full. If you do not agree, do not purchase, install, or use
the Software.
A · The licence
1. Definitions
"Software" means the software product licensed to you, including its source
code, object code, databases, media, design assets, configuration files, and documentation.
"Demo" means any demonstration environment, video, or screenshots published by
Miracuves. "Deployment" means installation of the Software on any server,
domain, environment, or app store. "Order" means the proposal, invoice, or
purchase confirmation identifying the Software and fee. "Delivery" has the
meaning given in clause 7.
2. Licence grant
Subject to full payment and your continuing compliance with this Agreement, Miracuves grants
you a non-exclusive, non-transferable, perpetual licence to install, deploy,
modify, and use the Software for your own business purposes, within the licence scope set
out in clause 3 and in your Order.
The licence is granted for a one-time fee. It is perpetual in that it does
not expire, but it is not a sale of the Software and confers no ownership. All
rights not expressly granted are reserved.
3. Licence scope — domains and environments
The scope of your licence is that stated in your Order.
Unless your Order expressly states otherwise, the licence granted is a single-domain
licence, permitting deployment of the Software on one (1) production
domain.
A multi-domain licence applies only where your Order expressly grants it, and
is limited to the number of production domains stated. Absence of any statement means a
single-domain licence.
Development, staging, and testing environments under your own ownership and
control are permitted under the same licence, provided they are not operated as public production
services and are not used to serve real end users.
Deployment on any production domain beyond your licensed scope requires an additional licence
purchased from Miracuves. Deploying beyond scope is a material breach of this
Agreement under clause 22, and entitles Miracuves to charge for the additional deployments in
addition to any other remedy.
Within your licensed scope, you are solely responsible for every deployment decision
and its consequences — including choice of hosting, infrastructure, capacity, uptime,
security, backups, and cost. Miracuves accepts no responsibility for how or where you deploy the
Software within that scope.
4. Source code
Where the Software is delivered with source code, you may read, modify, extend, and compile
that source code for your own use, subject to clause 5 and clause 16.
Delivery of source code does not transfer ownership, does not make the Software open source,
and does not grant any right to publish, distribute, or license the source code to any third
party.
5. Restrictions
You may not, whether directly or through any third party:
- Resell, sublicense, rent, lease, lend, distribute, or otherwise transfer the Software, in
whole or in part, in source or compiled form;
- Offer the Software, or anything substantially derived from it, as a template, script,
product, or starter kit to third parties, whether for a fee or free of charge;
- Use the Software to provide development, licensing, white-label, or reseller services to
third parties;
- Publish, upload, or share the source code on any public or private repository, marketplace,
forum, or file-sharing service;
- Remove, obscure, or alter any copyright, licence, or attribution notice within the Software
other than the permitted white-labelling under clause 8;
- Use the Software to create a competing product for distribution to others;
- Share licence keys, credentials, or delivery packages with any person outside your
organisation;
- Deploy the Software on any production domain beyond the licence scope stated in your Order
(clause 3).
Each of these restrictions is a material term. Breach entitles Miracuves to
terminate this Agreement immediately under clause 22 and to pursue all available remedies.
6. Intellectual property ownership
The Software, and all intellectual property rights in it, remain the exclusive property of
Miracuves and its licensors. This includes all source code, architecture, design, structure,
logic, and documentation, together with any improvements or derivatives created by Miracuves.
Modifications you make to your own copy remain subject to Miracuves' underlying rights in the
Software. You acquire rights only in the original content you add — not in the Software itself.
B · What we deliver
7. What is delivered, and when Delivery occurs
Miracuves delivers the Software substantially as presented in the corresponding Demo, adapted
to your branding under clause 8, and within the scope of the purchased solution as set out in
your Order.
Features, integrations, and capabilities not shown in the Demo or expressly stated in your
Order are not included and are available only under a separate agreement and
fee.
"Delivery" means the earlier of:
- the date on which Miracuves first makes the Software available to you — whether by
providing source code, installable builds (such as APK or IPA files), or access to a working
web and administration environment; and
- the date on which Miracuves notifies you that the Software is ready for
installation, deployment, or submission, where completion of those steps is pending
inputs, access, accounts, assets, or approvals to be supplied by you.
Delivery does not depend on any of the following:
- Approval, publication, or listing of any application by an app store;
- Your provision of hosting, servers, domains, credentials, or developer accounts;
- Your supply of logos, branding assets, listing copy, or policy documents;
- Your completion of any internal review, testing, decision, or approval;
- Your readiness to commence commercial operations.
Deemed delivery. Where Miracuves has notified you that it is ready to
proceed and you do not provide the inputs, access, or assets reasonably required within
fifteen (15) business days of request, Delivery is deemed to have
occurred on the date of that notification, and the support period under clause 15
begins on that date.
Miracuves will of course continue to assist you with installation, deployment, and
submission once you are ready — but the support period, having begun, continues to run.
Installation, deployment, app store submission, and third-party configuration are
services provided within the support period, described in clause 15 and in our
Support Policy. They are not conditions of Delivery.
8. Branding and white-labelling
As part of delivery, Miracuves will replace the product name and logo with your own, and apply
your colour scheme, so the Software presents under your brand.
Your brand name, logo, domain, and marketing are chosen by you, and are entirely
your responsibility. Miracuves applies the branding you supply and performs no
trademark search, clearance, or availability check, and gives no assurance that your chosen
branding is lawful or available in any territory.
You are strongly advised to obtain trademark clearance before launch. Clause 19 applies to
any claim arising from your branding.
9. App store submission
Where included in your Order, Miracuves will submit mobile applications to the Apple App Store
and Google Play using developer accounts that you own and provide. You remain the
account holder and publisher of record.
Submission is performed; approval is not guaranteed. App stores apply their
own review criteria and may reject, remove, or delist an application at their sole discretion,
for reasons outside Miracuves' knowledge or control — including guidelines concerning
originality, brand similarity, content, and business model.
Rejection or removal by an app store is not a defect in the Software, does
not constitute a failure of delivery, and is not grounds for refund. Where rejection results
from a technical fault attributable to the Software, Miracuves will remedy the fault under the
Support Policy.
10. Third-party services and accounts
The Software may require third-party services to operate — including hosting, databases,
push notification and analytics platforms, mapping, SMS, email, payment gateways, and similar.
Where included in your Order, Miracuves will configure such services using accounts
and credentials that you provide. You are responsible for obtaining those accounts,
accepting the relevant provider terms, and paying all associated fees.
Miracuves has no control over third-party services and is not responsible for their
availability, performance, pricing, policy changes, suspension, or discontinuation, nor for any
consequence to the Software arising from them.
C · Your responsibilities
11. Licensee responsibilities
You are solely responsible for:
- Server provisioning, administration, security, patching, monitoring, and backups;
- All credentials, API keys, certificates, and developer accounts;
- All content published on, and all activity conducted through, your deployment;
- Your branding, naming, marketing claims, and pricing;
- User onboarding, moderation, dispute handling, and customer support to your end users;
- Regulatory compliance, licensing, tax, and reporting in every territory in which you
operate;
- Compliance with the terms of every third-party service you connect.
12. Regulated and high-risk use
Software licensed by Miracuves may be used to operate platforms in regulated sectors —
including digital assets and cryptocurrency exchange, payments, remittance, lending and
neobanking, securities and brokerage, insurance, healthcare and pharmacy, gaming, transport,
and platforms processing sensitive personal data.
Miracuves supplies software only. We do not provide, procure, or guarantee any
licence, registration, authorisation, or regulatory approval, and make no
representation that the Software may lawfully be operated in any jurisdiction.
Obtaining and maintaining every necessary authorisation is solely your
responsibility. You must obtain qualified local legal and regulatory advice before
launch. Clause 19 applies to any claim arising from your operation of a regulated platform.
13. Prohibited and unlawful use
You may not use the Software to conduct or facilitate any unlawful activity, to infringe the
rights of any person, to distribute malware, to conduct fraud, or to host, transmit, or monetise
material that is unlawful in any territory in which you operate.
Where your deployment hosts user-generated, subscription, dating, or adult content, you are
solely responsible for age verification and assurance, contributor consent and identity records,
content moderation, prevention and reporting of illegal material, geographic restrictions, and
compliance with payment provider and app store acceptable-use requirements.
Miracuves does not host, review, moderate, or control any content on your deployment, and
has no technical ability to do so.
14. Data protection
In respect of personal data processed through your deployment, you are the
controller and Miracuves is not a processor, save where expressly agreed in writing for a
specific engagement.
You are responsible for lawful basis, privacy notices, consent, retention, security measures,
breach notification, and data subject rights under all applicable data protection law, including
the Digital Personal Data Protection Act, 2023 and any foreign law applicable to your users.
D · Support, warranty and risk
15. Support services
Miracuves provides 60 days of free technical support from the date of
Delivery as defined in clause 7, Monday to Friday during business hours (IST),
in accordance with our Support Policy, which forms part of this Agreement.
The support period runs continuously from Delivery and does not pause by
reason of your inactivity, delayed responses, pending decisions, unavailability, or any delay in
providing hosting, credentials, developer accounts, or assets. Support beyond the free period is
available under a separate paid arrangement.
16. Modifications by the Licensee
You may modify your copy of the Software. However, where you or any third party
modifies the Software, Miracuves' obligations in respect of the modified components cease
— including support, defect correction, and any assurance as to operation.
Miracuves is not responsible for defects, failures, security vulnerabilities, data loss, or
any other consequence arising from modifications not made by us.
17. Updates and future versions
The licence covers the version of the Software delivered to you. Future versions, feature
releases, upgrades, and major revisions are not included and are available under
separate commercial terms. Miracuves is under no obligation to release, maintain, or support any
future version.
18. No warranty
To the fullest extent permitted by law, the Software is provided "as is" and "as
available", without warranty of any kind, whether express, implied, or statutory.
Miracuves does not warrant that the Software will be uninterrupted, error-free, or secure; that
defects will be corrected; that it will meet your requirements or achieve any commercial result;
that it is fit for any particular purpose; or that it is compliant with the law of any
jurisdiction. All implied warranties, including merchantability, fitness for a particular purpose,
and non-infringement, are excluded to the maximum extent permitted by law.
Any Demo, screenshot, video, projection, or performance figure is illustrative only and forms
no part of this Agreement.
19. Indemnification by the Licensee
You agree to defend, indemnify, and hold harmless Miracuves, its directors,
officers, employees, and agents against any and all claims, demands, proceedings, damages,
losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees)
arising out of or in connection with:
- Your branding, naming, domain, trade dress, or marketing, including any
allegation of trademark infringement, passing off, unfair competition, or false advertising;
- Your operation of any platform built on the Software, including content published,
transmitted, or monetised through it;
- Your failure to obtain or maintain any required licence, registration, or regulatory
authorisation;
- Your breach of any applicable law, including data protection, consumer protection,
financial services, healthcare, and content law;
- Your breach of any third-party service terms;
- Your modification of the Software, or any component you or a third party integrates;
- Any claim by your end users, customers, contributors, or counterparties;
- Your breach of this Agreement, in particular clause 5.
Miracuves will notify you of any such claim and may, at its option and your cost, participate
in the defence. You may not settle any claim in a manner that imposes obligation or admission on
Miracuves without our prior written consent.
20. Limitation of liability
To the fullest extent permitted by law, Miracuves shall not be liable for any indirect,
consequential, special, incidental, exemplary, or punitive loss or damage arising out of or in
connection with the Software or this Agreement.
This exclusion applies regardless of the basis of claim and includes, without limitation: loss
of profits, revenue, business, contracts, or anticipated savings; loss of goodwill or reputation;
loss of opportunity; loss, corruption, or unauthorised access to data; business interruption;
regulatory fines or penalties; the cost of procuring substitute software; and any loss arising
from third-party services or app store decisions — whether or not foreseeable and whether or not
Miracuves was advised of the possibility.
Aggregate cap. Subject to the paragraph below, Miracuves' total aggregate
liability arising out of or in connection with the Software and this Agreement, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed
the total fees actually paid by you to Miracuves for the Software giving rise to the
claim.
Nothing in this Agreement excludes or limits liability for: fraud or
fraudulent misrepresentation; death or personal injury caused by negligence; gross negligence or
wilful misconduct; or any other liability that cannot lawfully be excluded or limited.
21. Refunds
Refunds are governed by our Refund Policy. For the avoidance of doubt, and save where the
Refund Policy expressly provides otherwise, the following are not grounds for
refund: app store rejection or removal; your inability to obtain a regulatory licence; change of
business plan; failure of a third-party service; results not meeting commercial expectations; or
defects arising from modifications made by you or a third party.
E · Term and general terms
22. Term and termination
This Agreement takes effect on the earlier of your purchase, download, installation, or use of
the Software, and continues perpetually unless terminated.
Miracuves may terminate this Agreement immediately on written notice if you
breach clause 5 (Restrictions), clause 13 (Prohibited use), or any other material term and fail to
remedy the breach within fourteen (14) days of notice where the breach is capable of remedy.
On termination you must cease all use of the Software, delete all copies including source
code and backups, and confirm deletion in writing on request. Clauses 5, 6, 13, 14, 18, 19, 20,
23, 24, 26, 27 and 28 survive termination. Termination does not entitle you to any refund.
23. Confidentiality
The Software, its source code, architecture, and any non-public technical or commercial
information disclosed by Miracuves are confidential. You must not disclose them to any third party
except to your employees and contractors who need access to operate your deployment and who are
bound by equivalent obligations, for whose acts you remain responsible.
24. Export control and sanctions
The Software may be subject to export control and trade sanctions regulations. You confirm
that you are not located in, ordinarily resident in, or acting on behalf of any person or
territory subject to applicable sanctions, and you may not use, export, or re-export the Software
in breach of any such measure.
25. Assignment
You may not assign, novate, or otherwise transfer this Agreement or the licence, in whole or
in part, without Miracuves' prior written consent — including by change of control or sale of
business. Miracuves may assign this Agreement freely.
26. Entire agreement and precedence
This Agreement, together with your Order, the Support Policy, Terms & Conditions, Privacy
Policy, Refund Policy, and Legal Notice & Disclaimer, constitutes the entire agreement between
the parties in respect of the Software and supersedes all prior discussions, proposals, and
representations.
Where a conflict arises, the order of precedence is: (1) a signed agreement between the
parties; (2) your Order; (3) this Agreement; (4) the Support Policy; (5) other published
policies.
You confirm that you have not relied on any statement, demonstration, projection, or
representation not expressly set out in these documents.
27. Governing law and jurisdiction
This Agreement, and any dispute or claim arising out of or in connection with it, is governed
by and construed in accordance with the laws of India. The courts at
Mumbai, Maharashtra, India shall have exclusive jurisdiction, and you submit to
the exclusive jurisdiction of those courts.
Nothing in this clause affects any mandatory statutory right available to you under the law of
your country of residence which cannot be varied by agreement.
28. General
Severability. If any provision is held invalid, unlawful, or unenforceable, it
shall be modified to the minimum extent necessary to make it valid and enforceable while
preserving its intent; only where modification is not possible shall it be severed, and the
remainder shall continue in full force.
Waiver. No failure or delay in exercising any right operates as a waiver of
it.
Force majeure. Neither party is liable for failure or delay arising from
circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic,
war, civil unrest, terrorism, industrial action, governmental action, failure of utilities,
telecommunications, internet, hosting or third-party services, or cyber attack.
No partnership. Nothing in this Agreement creates any partnership, joint
venture, agency, or employment relationship between the parties.
Amendments. Miracuves may update this Agreement for licences issued after the
date of amendment. The terms applying to your licence are those in force at the date of your
Order.
Language. This Agreement is published in English; where a translation is
provided for convenience, the English version prevails.
