Exercises on SaaS agreement and End User License

SaaS Overview

What are SaaS Services :

• SaaS stands for Software-as-a-Service, a cloud computing model where software

applications are delivered over the internet.
• Users access SaaS applications through web browsers, eliminating the need for
complex installations and updates on individual devices.
• SaaS services are hosted and maintained by the provider, offering scalability,
accessibility, and cost-efficiency to users.
• Common examples of SaaS applications include customer relationship management
(CRM), project management, and collaboration tools.

Important Clauses to include in a SaaS Agreement:

A Software-as-a-Service (SaaS) agreement is a legal contract between a SaaS provider and

its users, outlining the terms and conditions of using the SaaS platform or software. In this
type of agreement, the SaaS provider grants users access to its software, which is hosted on
the provider’s infrastructure, over the internet.

The SaaS agreement governs the relationship between the provider and the users and
typically includes important clauses related to:

1. Service Specifications
2. Rights Granted
3. Fees and Payment Terms
4. Ownership and Restrictions
5. Data Privacy and Security
6. Termination and Renewal
7. Liability and Indemnification
8. Intellectual Property Rights
9. Warranties and Disclaimers
10. Governing Law and Jurisdiction

SaaS agreements are essential to establish a legal framework that protects both the
provider and the users, ensuring clear expectations, responsibilities, and rights of all parties
involved in the use of the SaaS platform.
Exercise 1: Software-as-a-Service (SaaS) Agreement

AllSpark Ltd. is an internet company which is about to deploy a software hosted on its
AllSpark Web (ASW) infrastructure. This software allows users (such as programmers) to
create other software on it which they themselves can deploy. Therefore, AllSpark’s
software is being deployed as a service.

1. Draft provisions for an intellectual property rights clause to protect both parties' rights
to any proprietary software or content used in connection with the SaaS.

INTELLECTUAL PROPERTY RIGHTS CLAUSE:

1. OWNERSHIP AND RESTRICTIONS

1.1 AllSpark Ltd. and the User acknowledge and agree that all intellectual property
rights associated with the ASW infrastructure, including the software provided as
part of the Services, shall remain the exclusive property of AllSpark Ltd.

1.2 The User retains ownership of any proprietary software, content, or data it
creates or uploads within the ASW infrastructure.

1.3 The User grants AllSpark Ltd. a limited, non-exclusive, worldwide, royalty-free
license to use, reproduce, and display the User’s proprietary software and
content solely for the purpose of providing the Services and fulfilling its
obligations under this Agreement.

1.4 The User represents and warrants that it has all necessary rights, permissions,
and licenses to use, upload, or create the proprietary software and content
within the ASW infrastructure, and that such use will not infringe or violate any
third-party intellectual property rights.

1.5 AllSpark Ltd. shall not use the User’s proprietary software or content for any
purpose other than providing the Services to the User, and it shall not disclose,
sell, or otherwise transfer the User’s proprietary software or content to any third
party without the User’s prior written consent.

1.6 Except for the rights expressly granted in this Agreement, neither party shall
acquire any rights, title, or interest in the other party’s intellectual property by
virtue of this Agreement.

1.7 Each party shall promptly notify the other in writing of any unauthorized use,
reproduction, or disclosure of their respective proprietary software or content
that comes to their attention.

1.8 Upon termination of this Agreement, AllSpark Ltd. will promptly delete or destroy
any copies of the User’s proprietary software or content within its possession or
control, except as required for legal or regulatory compliance.
 1.9 AllSpark Ltd. shall not be liable for any infringement claim based on the User’s
use of the ASW infrastructure, Services, or related materials in combination with
non-AllSpark Ltd. products, data, or services.

2. Draft clauses for privacy and protection of user data. Remember to include the following
elements:
i. How user data shall be used;
ii. The risk of exposure;
iii. Vendor’s responsibility for data accuracy; and
iv. Data deletion provision.

2. PRIVACY AND USER DATA PROTECTION CLAUSES

2.1 USE OF USER DATA

2.1.1. AllSpark Ltd. shall only utilize user data for the explicit purpose of
delivering the Services as stipulated in this Agreement. Any use of user
data for other purposes shall be subject to obtaining explicit consent from
the User.
2.1.2. User data may be utilized to enhance the Services, perform statistical
analysis, and improve user experience. However, any data used for such
purposes shall be fully anonymized and aggregated to prevent
identification of individual Users.

2.2. RISK OF EXPOSURE

2.2.1. Recognizing the sensitive nature of user data, AllSpark Ltd. shall
implement reasonable and appropriate security measures to safeguard it
against unauthorized access, disclosure, or alteration.
2.2.2. Despite stringent security measures, it is acknowledged that no system
can be entirely impervious to data breaches or security threats. In the
event of a data breach, AllSpark Ltd. shall promptly notify affected Users
and take appropriate remedial actions.

2.3. VENDOR’S RESPONSIBILITY FOR DATA ACCURACY

2.3.1. While AllSpark Ltd. shall endeavor to maintain the accuracy of user data
stored within the ASW infrastructure, Users bear the responsibility to
provide accurate and up-to-date information.
2.3.2. Users shall retain the right to review, correct, and update their data
through the platform’s provided mechanisms.

2.4. DATA DELETION PROVISION

 2.4.1. Upon the conclusion of the Services Period or at the User’s request for
termination, AllSpark Ltd. shall expeditiously and securely delete or
destroy all user data within its possession or control, except as required
for compliance with legal or regulatory obligations.
2.4.2. Any data shared with third parties as part of the Services shall be
promptly deleted or returned by such third parties upon the termination
of their engagement with AllSpark Ltd.
2.4.3. AllSpark Ltd. shall not retain user data beyond the period necessary to
fulfill the purposes outlined in this Agreement, unless required otherwise
by applicable law.

3.Draft clauses for user obligations. Include the following elements:

a. Users’ duty to comply with the acceptable uses policy;
b. Unauthorized access; and
c. Responsibility for the user and system access.

3. USER OBLIGATIONS CLAUSES

3.1. COMPLIANCE WITH ACCEPTABLE USES POLICY

3.1.1. The User shall abide by AllSpark Ltd.’s Acceptable Use Policy, as outlined in
separate terms or documentation provided by AllSpark Ltd. The User
acknowledges that failure to comply with the policy may result in the
termination of Services or other appropriate actions, at the sole discretion
of AllSpark Ltd.
3.1.2. The User shall refrain from using the Services or the ASW infrastructure in
any manner that violates applicable laws, infringes upon third-party
rights, or causes harm to AllSpark Ltd. or any other party.
3.1.3. The User shall promptly report any suspected or actual violations of the
Acceptable Use Policy to AllSpark Ltd.

3.2. UNAUTHORIZED ACCESS

3.2.1. The User shall take all reasonable precautions to prevent unauthorized
access to the ASW infrastructure, including the Services, and any account
credentials provided by AllSpark Ltd.
3.2.2. The User shall promptly notify AllSpark Ltd. of any unauthorized access to
their account or any suspected security breaches.
3.2.3. The User shall be responsible for all actions conducted using their account
credentials, whether authorized or unauthorized, and shall not hold
AllSpark Ltd. liable for any resulting consequences.

3.3. RESPONSIBILITY FOR USER AND SYSTEM ACCESS

3.3.1. AllSpark Ltd. shall provide the User with appropriate access credentials
and permissions to utilize the Services. The User agrees to use such access
 responsibly and only for legitimate purposes within the scope of the
Agreement.
3.3.2. The User shall not share their access credentials with any third party and
shall maintain the confidentiality of their login details.
3.3.3. AllSpark Ltd. reserves the right to restrict or terminate access to the
Services or the ASW infrastructure if it suspects any misuse or
unauthorized access by the User.
3.3.4. The User shall be responsible for ensuring that their systems and devices
used to access the Services are secure and free from any malicious
software or harmful elements that could potentially compromise the
Services or the ASW infrastructure.

3.4. THIRD-PARTY DATA PROCESSORS

3.4.1. AllSpark Ltd. may engage third-party service providers to assist in

providing the Services, including the processing of user data.
3.4.2. All third-party data processors contracted by AllSpark Ltd. shall be bound
by rigorous data protection obligations through appropriate contractual
agreements.
3.4.3. AllSpark Ltd. shall conduct thorough due diligence to ensure that third-
party data processors offer adequate guarantees for the security and
protection of user data.

4.Draft a limitation of liability clause that effectively limits the liability of the service
provider while still providing adequate protection for the customer. Consider the types of
damages that may arise from the use of the SaaS and how they should be addressed in the
clause:

4. Limitation of Liability:

4.1. AllSpark Ltd. (“Service Provider”) shall not be liable for any direct, indirect,
incidental, special, consequential, or exemplary damages arising out of or in
connection with the use or inability to use the AllSpark Web (ASW)
infrastructure or the software provided by AllSpark Ltd.
4.2. The Service Provider’s total liability, whether in contract, tort (including
negligence), or otherwise, shall be limited to the amount paid by the Customer
for the use of the SaaS service during the twelve (12) months preceding the
event giving rise to the claim.
4.3. The Service Provider shall not be liable for any loss or damage to the Customer’s
data, files, or software, even if the Service Provider has been advised of the
possibility of such damages.
4.4. The Customer acknowledges that the use of the SaaS service involves inherent
risks, and the Service Provider shall not be liable for any loss, damage, or
liability arising from unauthorized access to the Customer’s account or any
 breach of security measures, unless caused by the gross negligence or wilful
misconduct of the Service Provider.
4.5. The Service Provider shall not be liable for any delay or failure in performance
under this Agreement resulting from causes beyond its reasonable control,
including but not limited to acts of God, natural disasters, governmental actions,
labor disputes, or Internet service provider failures.
4.6. The Customer agrees to indemnify, defend, and hold the Service Provider
harmless from and against any claims, losses, liabilities, damages, costs, and
expenses, including reasonable attorney fees, arising out of or in connection
with the Customer’s use of the SaaS service.
4.7. This limitation of liability clause shall survive the termination or expiration of
this Agreement.
4.8. By accepting this SaaS Agreement, the Customer acknowledges and agrees that
the limitations and exclusions of liability specified in this clause are reasonable
and essential to the commercial terms of this Agreement. The Customer further
agrees that any claim against the Service Provider must be brought within one
(1) year after the cause of action arises.

5.Draft a clause specifying the representations & Warranties from the Vendor and the
Customer along with specifying the warranty disclaimers from the Vendor.

5. REPRESENTATIONS & WARRANTIES

5.1. Provider's Representation and Warranty:

The Provider represents and warrants that it either owns the SaaS or holds a valid
license to provide the SaaS to the Customer. The Provider further represents that it
has the full authority to grant the Customer the right to use the SaaS under the terms
of this Agreement. This warranty specifically excludes any hardware or software not
directly provided by the Provider as part of the SaaS.

5.2. Remedies for Breach:

In the event of a breach of the above representation and warranty, the Provider shall
promptly take appropriate actions to rectify the situation. If feasible, the Provider will
secure necessary usage rights or modify the SaaS to ensure compliance. In cases
where practical remedies are not achievable, the Provider may, at its discretion,
refund any applicable fees paid by the Customer for the affected SaaS usage. If a
refund is provided, the Customer agrees to cease all use of the SaaS and erase any
copies in its possession.

5.3. Customer's Representation and Warranty:

The Customer represents and warrants that it has the full authority to enter into and
perform this Agreement. Furthermore, the Customer acknowledges that all
information provided to the Provider during the course of this Agreement is accurate,
complete, and up-to-date.
 5.4. Warranty Disclaimers:
5.4.1. The SaaS is provided "as is" without any representation or warranty,
except for any specific warranties explicitly outlined in the Service Level
Agreement (SLA) and the Representations & Warranties section of this
Agreement. The Provider disclaims any liability for intellectual property
infringement, uninterrupted performance, security, or privacy of
customer data. The Customer acknowledges and agrees that the use of
the SaaS is at its own risk, and the Provider shall not be held responsible
for any damages or losses arising from the use or inability to use the SaaS.
5.4.2. The warranty disclaimers mentioned above supersede any other
warranties, whether expressed or implied, including but not limited to
warranties of merchantability, fitness for a particular purpose, or non-
infringement.
5.4.3. It is expressly understood that any hardware or software not provided
directly by the Provider as part of the SaaS is the sole responsibility of the
Customer, and the Provider disclaims any warranties related to such third-
party components.
5.4.4. By accepting this Agreement, the Customer acknowledges and agrees to
the representations, warranties, and warranty disclaimers outlined herein.

End User License Agreement (EULA):

Overview of End-User License Agreements (EULAs):

1. Introduction to EULAs:
An End-User License Agreement (EULA) is a contractual agreement granting users the
right to use software under specific terms. Typically used for single-sale software,
users must agree digitally before installation to protect the vendor’s intellectual
property.

2. EULA Format and Clauses:

A standard EULA format includes essential clauses to regulate software usage:
i. Overview of the Agreement: Briefly summarizes the EULA’s purpose and key
terms.
ii. Criteria for Authorized Use: Defines legal ways users can use the software.
iii. Criteria for Unauthorized Use: Identifies prohibited activities that breach the
agreement.
iv. Consent for Use of Data: Addresses user data collection and usage, ensuring
compliance with data protection regulations.
v. Right to Terminate: Outlines when the vendor can terminate user access.

3. Differentiating EULA, SLA, and TOS

 EULAs differ from Terms of Service (TOS) and Service-Level Agreements (SLAs). EULAs
focus on software licensing and usage rights, while TOS set rules for IT service usage.
SLAs specify service delivery and quality standards. Each agreement serves unique
roles in the software and IT service industry, governing user-provider relationships.

Exercise 2: EULA

AllSpark Ltd. additionally sells a software product called ‘ForgetMeNot’ which is an online
file-storing software for users across India. Users can download and make use of the said
application onto their computers/mobile phones for a fixed price. They have approached
you to draft the following clauses of an End User License
Agreement (EULA):

1. AllSpark Ltd. puts forth the clause that it is the owner of all titles, rights and interest
over the software and the user does not gain any ownership by downloading, installing,
copying or using the product. Draft an ownership clause which clearly states exactly who
has the ownership of the software.

1. Ownership Clause:

1.1 Ownership of Software: AllSpark Ltd. ("Licensor") holds and shall retain all titles,
rights, and interests, including but not limited to intellectual property rights, patents,
copyrights, and trade secrets, pertaining to the software product 'ForgetMeNot'
("Software"). By downloading, installing, copying, or using the Software, the user
explicitly acknowledges and agrees that the Licensor is the sole and exclusive owner
of the Software.
1.2 No Transfer of Ownership: The user acknowledges that this agreement does not
grant any ownership rights or convey any proprietary interest in the Software. The
Software is licensed, not sold, to the user for personal and non-commercial use,
subject to the terms and conditions of this EULA.
1.3 No Modifications to Ownership: The user shall not, under any circumstances,
attempt to decompile, reverse engineer, disassemble, or otherwise modify the
Software to gain access to its underlying code or attempt to claim ownership of any
part of the Software.
1.4 Reservation of Rights: AllSpark Ltd. reserves all rights not expressly granted to the
user under this EULA. The user agrees not to use, reproduce, distribute, or exploit
the Software in any manner inconsistent with the terms of this agreement or
applicable laws.
1.5 Acknowledgment of Intellectual Property: The user acknowledges that the Software
contains valuable and proprietary intellectual property of AllSpark Ltd., and any
unauthorized use, reproduction, or distribution of the Software may result in legal
action.
1.6 Effective Date: This Ownership Clause shall become effective upon the user's
acceptance of this EULA by downloading, installing, copying, or using the Software.
The user's continued use of the Software constitutes ongoing acceptance of this
clause.
 1.7 Termination of Agreement: Upon termination of this EULA for any reason, the user
shall immediately cease all use of the Software and delete or destroy all copies of the
Software in their possession or control.
1.8 Survival: This Ownership Clause shall survive the termination of this EULA and
remain in full force and effect.

2. The user will get rights to updates on the current version of the application for
two years, but no new versions after that. Draft a clause representing the same

2. User's Rights to Updates:

2.1. For a period of two (2) years from the date of this End User License Agreement
(EULA), the user shall be entitled to receive updates for the current version of the
software product 'ForgetMeNot' ("Software"). These updates may include bug fixes,
security patches, and other improvements that are applicable to the current version.

2.2. The user acknowledges that after the initial two (2) year period, no new versions of
the Software shall be provided or made available to them under this EULA. AllSpark Ltd.
shall have no obligation to supply any future versions, enhancements, or upgrades to the
Software beyond the specified period.

2.3. It is at the sole discretion of AllSpark Ltd. to determine the scope, frequency, and
availability of updates during the two (2) year period. AllSpark Ltd. reserves the right to
discontinue support or updates for the current version of the Software at any time after
the expiration of the said period.

2.4. The user agrees that they shall not hold AllSpark Ltd. liable for any inconvenience,
loss, or damages resulting from the termination of updates for the current version of the
Software after the two (2) year period.

2.5. AllSpark Ltd. may, at its discretion, offer additional update packages or extended
support services separately, which will be subject to a separate agreement and fee.

2.6. This clause shall form an integral part of the overall EULA and shall not be
interpreted in isolation from the other terms and conditions stated herein.

2.7. If any provision of this clause or the EULA is found to be invalid or unenforceable,
the remaining provisions shall remain valid and in effect.

2.8. This clause shall be governed by and construed in accordance with the laws of
[Jurisdiction], and any disputes arising out of or in connection with this clause shall be
subject to the exclusive jurisdiction of the courts in [Jurisdiction].
 2.9. This clause shall be effective as of the date of acceptance of this EULA by the user
and shall continue in force until the expiration of the two (2) year period.

3. AllSpark Ltd. grants its users the license to install their software on their
computer/mobile phone which is non-transferable and non-exclusive. It places a
restriction that the software can be used in only one device at a time. Draft a clause which
provides for the license and restrictions as per the above information.

3. License and Restrictions:

3.1. Grant of License: AllSpark Ltd. ("Licensor") hereby grants the user a non-
transferable, non-exclusive license to install and use the software product 'ForgetMeNot'
("Software") on one (1) computer or mobile phone owned or controlled by the user. This
license is subject to the terms and conditions of this End User License Agreement (EULA).

3.2. Scope of Use: The user is authorized to use the Software solely for personal and
non-commercial purposes. The license does not extend to any third party, and the user
shall not sublicense, distribute, rent, lease, or lend the Software to any other individual
or entity.

3.3. One Device Limitation: The user acknowledges and agrees that the Software can be
used on only one (1) device at a time. Attempting to use the Software on multiple
devices concurrently is strictly prohibited.

3.4. Installation and Activation: The user shall install and activate the Software in
accordance with the instructions provided by AllSpark Ltd. Unauthorized installation or
activation of the Software on multiple devices or any attempt to circumvent the one
device limitation is a violation of this EULA.

3.5. Prohibition on Modifications: The user shall not modify, adapt, translate, or create
derivative works based on the Software. Any such actions are in breach of this EULA and
may result in the termination of the user's license to use the Software.

3.6. Ownership of License: The license granted under this clause is solely for the use of
the user and cannot be transferred, assigned, or sublicensed to any other party without
the prior written consent of AllSpark Ltd.

3.7. Reporting Unauthorized Use: The user agrees to promptly notify AllSpark Ltd. of any
suspected unauthorized use of the Software and cooperate with AllSpark Ltd. in any
investigation or enforcement actions related to such unauthorized use.

3.8. Termination of License: AllSpark Ltd. reserves the right to terminate the user's
license to use the Software if the user breaches any terms of this EULA. Upon
termination, the user shall cease all use of the Software and uninstall it from their
device.
 3.9. Effect of Termination: Upon the termination of the license, the user shall no longer
be entitled to access or use the Software, and all rights granted under this EULA shall
cease to exist.

3.10. Governing Law: This clause shall be governed by and construed in accordance with
the laws of [Jurisdiction], and any disputes arising out of or in connection with this clause
shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction].

3.11. Effective Date: This License and Restrictions Clause shall become effective upon the
user's acceptance of this EULA and shall remain in force unless terminated as per the
terms herein.

4. The license granted would be available for use until it is terminated. AllSpark Ltd. can
terminate the contract without any notice if the user does not follow or acts in breach of
the terms and conditions provided. It also requires the destruction of all digital files and
copies by the user on termination. Draft a suitable termination clause with the above
information.

4. Termination:

4.1. License Duration: The license granted to the user under this End User License
Agreement (EULA) shall be available for use until it is terminated in accordance with
the provisions of this clause.

4.2.Termination by AllSpark Ltd.: AllSpark Ltd. reserves the right to terminate this EULA
and the license granted herein if the user fails to comply with any of the terms and
conditions provided in this agreement. In the event of such a breach, AllSpark Ltd.
may terminate the EULA without any prior notice to the user.

4.3.Termination for Breach: In the event of termination due to the user's breach of the
terms and conditions, the user shall immediately cease all use of the Software and
destroy all digital files and copies of the Software in their possession or control.

4.4.Termination Without Notice: AllSpark Ltd. may terminate this EULA without notice if
the user engages in any unauthorized use, distribution, or violation of the intellectual
property rights of AllSpark Ltd. or any third party.

4.5.Effect of Termination: Upon termination of this EULA, for any reason whatsoever, the
user shall no longer be entitled to access or use the Software, and all rights granted
under this EULA shall cease to exist.
4.6.Obligation to Destroy Files: Upon termination, the user agrees to promptly destroy
all copies of the Software in their possession or control, whether in digital or physical
form, and to confirm the destruction in writing to AllSpark Ltd. upon request.

4.7.Survival: The clauses pertaining to ownership, restrictions, and confidentiality shall

survive the termination of this EULA and remain in full force and effect.

4.8.Right to Remedies: The termination of this EULA shall not prejudice any other rights
or remedies that AllSpark Ltd. may have in law or equity due to the user's breach or
violation of this agreement.

4.9.Governing Law: This Termination Clause shall be governed by and construed in

accordance with the laws of [Jurisdiction], and any disputes arising out of or in
connection with this clause shall be subject to the exclusive jurisdiction of the courts
in [Jurisdiction].

4.10. Effective Date: This Termination Clause shall become effective upon the
user's acceptance of this EULA and shall remain in force until the termination of this
agreement in accordance with its terms.

5. What kind of warranty should AllSpark Limited provide users about the workability,
usability or functionality of the software for the desired purposes?
Draft the clause.

5. Warranty:

5.1.Workability and Usability: AllSpark Ltd. ("Licensor") warrants that the

software product 'ForgetMeNot' ("Software") will, under normal use and in
accordance with the provided documentation, perform substantially in
accordance with its intended functions and features for the desired purposes
outlined by AllSpark Ltd.

5.2.Functionality: AllSpark Ltd. further warrants that the Software, as delivered to

the user, will be free from material defects in its functionality.

5.3.Limitation of Warranty: The warranties provided in this clause are exclusive

and are in lieu of all other warranties, whether express or implied, including
but not limited to any implied warranties of merchantability, fitness for a
particular purpose, or non-infringement. AllSpark Ltd. makes no other
representations or warranties concerning the Software.

5.4.Exclusions: AllSpark Ltd. shall not be responsible for any issues arising from
the user's misuse, improper installation, or unauthorized modification of the
Software. This warranty does not cover any defects or malfunctions caused by
 factors beyond AllSpark Ltd.'s control, including but not limited to hardware or
software incompatibilities, internet connectivity, or other third-party software.

5.5.Remedies: In the event of a breach of the warranties set forth in this clause,
the user's sole and exclusive remedy shall be, at AllSpark Ltd.'s option, the
repair or replacement of the defective Software, or a refund of the license fee
paid by the user for the Software. AllSpark Ltd. shall not be liable for any
consequential, indirect, or incidental damages arising out of the breach of
these warranties.

5.6.Reporting of Defects: The user shall promptly notify AllSpark Ltd. in writing of
any defects or non-conformities in the Software during the warranty period,
providing detailed information about the issues encountered.

5.7.Warranty Period: The warranty period shall be valid for a period of [Warranty
Duration] from the date of installation of the Software or [Warranty Duration]
from the date of acceptance of this End User License Agreement (EULA),
whichever comes later.

5.8.Termination of Warranty: The warranties provided in this clause shall

automatically terminate at the end of the warranty period, unless terminated
earlier in accordance with the terms of this EULA.

5.9.No Warranty for Third-Party Components: AllSpark Ltd. shall not provide any
warranty for any third-party components, libraries, or software incorporated
into the Software, and any issues related to such components shall be subject
to their respective warranties or licenses, if any.

5.10. Governing Law: This Warranty Clause shall be governed by and

construed in accordance with the laws of [Jurisdiction], and any disputes
arising out of or in connection with this clause shall be subject to the exclusive
jurisdiction of the courts in [Jurisdiction].

5.11. Effective Date: This Warranty Clause shall become effective upon the
user's acceptance of this EULA and shall remain in force until the termination
of this agreement in accordance with its terms.

6.The management of AllSpark Limited is aware that some users have a high level of
technical skill and can disassemble or reverse-engineer the software.They need to
prevent this from happening. Which clause should be drafted to ensure this?

6. Prevention of Disassembly and Reverse Engineering:

6.1.Prohibition: The user expressly agrees not to disassemble, decompile,

reverse-engineer, or otherwise attempt to derive the source code, underlying
 algorithms, or any other confidential information of the software product
‘ForgetMeNot’ (“Software”) provided by AllSpark Ltd. (“Licensor”).

6.2.Protection of Intellectual Property: The user acknowledges and agrees that

the Software contains valuable trade secrets and proprietary information
belonging to AllSpark Ltd. Unauthorized disassembly or reverse engineering of
the Software may result in the unauthorized use or disclosure of this valuable
intellectual property.

6.3.Confidentiality: The user shall maintain the confidentiality of the Software

and all related information obtained from AllSpark Ltd. and shall not disclose
such information to any third party.

6.4.Non-Circumvention: The user shall not use any method, technique, or process
to circumvent or disable any protective mechanisms or security features
incorporated into the Software to prevent unauthorized access or use.

6.5.Termination for Violation: In the event of any violation of this clause, AllSpark
Ltd. reserves the right to terminate this End User License Agreement (EULA)
immediately and pursue all available legal remedies, including but not limited
to seeking damages and injunctive relief.

6.6.No License for Reverse Engineering: This EULA does not grant the user any
right or license to disassemble, decompile, or reverse-engineer the Software
for any purpose whatsoever.

6.7.Third-Party Rights: The user acknowledges and agrees that any third-party
software, components, or libraries incorporated into the Software may be
subject to separate licensing agreements or intellectual property rights, and
the user shall comply with such terms and conditions.

6.8.Governing Law: This Prevention of Disassembly and Reverse Engineering

Clause shall be governed by and construed in accordance with the laws of
[Jurisdiction], and any disputes arising out of or in connection with this clause
shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction].

6.9.Effective Date: This Prevention of Disassembly and Reverse Engineering Clause

shall become effective upon the user’s acceptance of this EULA and shall
remain in force until the termination of this agreement in accordance with its
terms.