END-USER LICENSE AGREEMENT
PLEASE READ THIS END-USER LICENCE AGREEMENT CAREFULLY.
This End User License Agreement ("EULA" or "Agreement") governs your use of the Software, its associated upgrades, patches, and updates, and related services ("Software") and related explanatory written materials and files ("Documentation") provided by INTELLIBUDDIES SOFTWARE (INDIA) PRIVATE LIMITED, or any one of its subsidiaries or affiliated companies (collectively referred to as "IBSPL").
This EULA sets out the terms and conditions under which IBSPL provides the Software to you ("User" or "You"). By downloading, installing, copying, accessing, or using this Software, you agree to be bound by the terms and conditions of this Agreement. You must ensure that End Users (defined hereunder) comply with this Agreement and are responsible for End Users' compliance with or breach of this Agreement.
IBSPL reserves the right to change, modify, add, or delete articles in this EULA at any time. Such updated EULA terms will be published on our website from time to time. In the event that You or the End Users do not agree with one of these, please do not install or use the Software and immediately disable or uninstall and return the Software to the Authorized Partner (defined hereunder).
Definitions
"Authorized Implementing Agent" shall mean the person/entity who shall provide You with implementation services.
"Authorized Partner" shall mean the party from whom You acquired the Software.
"End User" shall include You and any of Your clients, employees, consultant, vendors, or other third parties that you may give access to the Software components, including companies' agents and employees, without limitation.
"Licensed Country" shall mean the country designated on Your Invoice/Order or, in the absence of such designation, the country listed in such Order as the "ship to" address; provided that in the case of a country within the European Union, the "Licensed Country" shall include the entire European Union. This term may also include a worldwide license, provided the License is procured for worldwide usage.
"Order" shall mean the Order placed by You with IBSPL or its Authorized Partners containing details of the Order and terms and conditions (if any).
"Update(s)" shall mean the release of a version of Software containing improvements, corrections, modifications, alterations, revisions, extensions, language versions, and/or enhancements to Software and/or Documentation made during the term of this Agreement.
"Upgrade" shall mean the release of a version of Software containing major changes to the structure of Software where important new features may be added for an upgrade fee.
Delivery
The Software is deemed to be delivered and accepted by You on the earlier of the date it is made available for download or installation or the date that the tangible media (e.g., CD or DVD) containing the Software is shipped to You.
Grant of License
Subject to Your purchase of a license to the Software from an Authorized Partner and compliance with the terms and conditions of this EULA, IBSPL grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use or download or install the Software or any part thereof in a manner consistent with its designs and Documentation, as further set forth below solely for your own internal business operation and only within the Licensed Country and in the manner prescribed hereunder (the "License"), in accordance with the term (if any) or until such time as the EULA terminated.
The License granted to you to install the Software is restricted to the number of devices you have requested and paid for. In no event shall You resell, re-compile, re-distribute, re-syndicate, timeshare, or use the Software for the benefit of any third party or attempt to install the Software on third-party systems or devices.
If your use of the Software exceeds the limit you are entitled to as prescribed in your Order, You shall be liable to pay for your excess use.
IBSPL reserves the right to deactivate or revoke the License at any point in time in case of non-payment of license fees and/or implementation costs in full as per the specific Subscription Software License or Services Agreement entered between You and IBSPL or an Authorized Partner or an Authorized Implementing Agent. This Clause shall prevail over all other agreements you may have entered into either with IBSPL or an Authorized Partner, an Authorized Implementing Agent, or any other concerned Party.
If the Software or any part thereto is restricted by a Licensed Country, You are permitted to temporarily use the Software while traveling outside such Licensed Country provided that such usage does not exceed thirty (30) days in a period of twelve months.
In no event shall You install, operate, use, or access the Software in contravention of applicable national/international law and any other restrictions contained hereunder.
In the event that You opt to undergo a Software trial period (if any), you agree to be bound by any additional terms and conditions prescribed by IBSPL from time to time.
PLEASE NOTE THAT THIS SOFTWARE IS LICENSED TO YOU, NOT SOLD.
Restricted Use
The Software may only be used for a single site. Unless expressly permitted in writing by IBSPL, You shall not:
sell, resell, transfer, sublicense, lease, loan, re-distribute, encumber, publish, assign, or otherwise share the Software or any part thereof, including but not limited to Your rights under this License (except as expressly provided herein);
modify, distort, block, abnormally burden, slow down, hinder, disrupt, adapt or create derivative works;
reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code;
create, use and/or distribute "auto", "trainer", "script", or "macro" computer programs or other "cheat" or "hack" programs or Software with the Software;
transmit or propagate any virus, trojan horse, worm, bomb, corrupted file, and/or similar destructive device or corrupted data in relation to the Software, and/or organize, participate in, or be involved in any way in an attack on IBSPL's servers and/or the Software and/or those of its service providers and partners;
create, supply, or use alternative methods of using the Software,
use Software that is licensed for to a specific device, whether physical or virtual, on another device or server;
make inappropriate use of the help service or the claim buttons or send untruthful reports to members of IBSPL's personnel;
falsely claim to be an employee or representative of IBSPL or its partners and/or agents;
remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices, or other marks;
use the Software with third-party products or service offerings that IBSPL has not identified as compatible with the Software, extract IBSPL Content, or make IBSPL Content available to a third party;
engage in any illegal activity or permit any other person or entity to do so using or accessing the Software; and
engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third-parties.
Violation of any of the above-mentioned terms may result in immediate termination and revocation of the License.
Upgrade and Updates
Update
Any Update will be recognized by an increase in the value of the number to the right of a decimal point (e.g., version 5.0 to be replaced by version 5.1).
To install an Update, You must possess a valid license to the previous version of the Software. Once an Update is installed, this Agreement pertains to the Updated version of the Software.
IBSPL recommends that You install all Updates that specifically contain bug fixes.
Upgrade
An Upgrade will be recognized by an increase in the value of the number to the left of the decimal point (e.g., version 5.x to be replaced by version 6.x).
Any Upgrade discounts offered to licensees by IBSPL are non-transferable. IBSPL may, at its sole discretion, cease providing support for any prior version of Software after an Upgrade is made available.
You may not use Upgrades or additional copies of the Software beyond Your entitled use unless You:
have and complied with a valid license to the Software;
have duly paid any fee applicable to the Upgrade or additional copies;
have a valid agreement covering the Software (either as part of a subscription or purchased separately); or
purchase the Upgrades or copies separately.
Refund
IBSPL shall not be liable to refund any amounts paid for the Software or Upgrade once it has been delivered, apart from refunds claimed under Clause XII of this Agreement.
Termination
IBSPL may forthwith terminate the License if You materially breach this EULA and fail to cure the breach within thirty (30) days of receiving a notice from IBSPL of the breach.
Either You or IBSPL may terminate this EULA at any time, for any reason, by giving the other party written notice.
Upon termination, You shall immediately cease using, uninstall, return, destroy or permanently delete all copies of the Software and Documentation thereof.
In the event that there are any outstanding amounts payable by You to IBSPL or the Authorized Partner upon termination, You shall promptly make such payments.
Survival Clause
You hereby agree that those provisions, whether mentioned exclusively or not, that by their nature are intended to survive the termination of this Agreement shall survive the termination notwithstanding the cause of termination of this Agreement.
Inspection
IBSPL may, from time to time, analyze or inspect the Software and ensure that it is used in accordance with the terms of this EULA. You hereby agree and permit IBSPL or its Authorized Partner to verify Your use of the Software at least once every twelve (12) months without giving You prior notice.
Upon request by IBSPL, you shall provide IBSPL with all records and information concerning your use of the Software within 30 (thirty) days of receiving such notice. In the event that IBSPL discovers any misuse of the Software or breach of the terms of this EULA or unpaid dues payable by You to IBSPL or its Authorized Partner, you shall promptly make a good such breach.
Intellectual Property Rights
Software and every part thereof, including but not limited to any authorized copies that You may make, the structure, organization, arrangement, and source code of Software, designs, layout, functions, logos, patents, trademarks, whether registered or not, are the intellectual property of IBSPL ("Intellectual Property").
You acknowledge that the Intellectual Property is a valuable asset and contains IBSPL's trade secrets and Confidential Information (defined hereunder) and except as expressly stated herein, this Agreement does not grant You or any user any intellectual property rights in Software and all rights not expressly granted are reserved by IBSPL.
PERSONAL DATA
"Personal Data" may include but is not limited to Yours or any persons accessing the Software name, email id, mobile number, Tax Identification Number, Bank Account Details, etc., which may be regulated by GDPR (in Europe), HIPPA (in the US) and applicable privacy laws.
During the term of this Agreement, you agree not to transmit any Personal Data to IBSPL. IBSPL does not wish to receive Personal Data, nor does it require any such Personal Data for the fulfillment of its obligations under this EULA. Accordingly, you agree not to transmit Personal Data to IBSPLunless IBSPL has agreed in writing to receive such Personal Data and the terms on which it will be receiving the Personal Data, including details pertaining to the security measures to be taken and other terms pertaining to the processing of the Personal Data.
You shall hold IBSPL indemnified and harmless for any claims, including third-party claims, arising out of any failure by You in adhering to the provisions of this EULA or GDPR, HIPPA, or other applicable privacy laws, as the case may be.
Representations
You represent and warrant that You have the legal capacity to enter into this EULA and that You will use the Software solely for lawful purposes and in accordance with the terms contained herein.
You further represent and warrant that You shall use the Software only for Your business purposes and not to violate any law, regulation or ordinance or any right of IBSPL or any third party, including, without limitation, any right of privacy, publicity, copyright, trademark, or patent.
You represent that you are located in a Licensed Country, and use of the Software shall not violate any laws applicable to You.
Limited Warranty
For ninety (90) days from the delivery of the Software to You, IBSPL warrants that the Software will conform with the Documentation, provided that You use the Software per the terms of this Agreement and applicable law. To the extent permitted by law, IBSPL's sole liability under this warranty shall be restricted to repair or replacement of the Software or any part thereto, subject to it being commercially reasonable and at the sole discretion of IBSPL. If IBSPL deems that the repair or replacement is not commercially reasonable, IBSPL shall be entitled to terminate this EULA and subsequently stop Your use of the Software. In the event that such termination takes place during the term, where fees have been paid for the entire term, the same shall be calculated on a pro-rata basis, and IBSPL shall be entitled to retain the sum equivalent to the fee payable till the day of termination and refund the remainder of the fee to You.
The Software is provided "as-is," and to the maximum extent permitted by applicable law, subject to the above, IBSPL disclaims all other warranties, conditions, representations, or terms, express or implied, by statute, common law, custom, usage or otherwise, regarding the Software and any related materials, including their fitness for a particular purpose, their quality, their merchantability, or their non-infringement. IBSPL does not warrant that the Software or any related services is secure or free from bugs, viruses, errors, or other program limitations, nor does it warrant access to the internet or any other service through the Software.
Certain jurisdictions do not permit the exclusion of implied warranties, in which event the above-mentioned exclusions shall not apply.
Limited Liability
Except for the exclusive remedy offered by IBSPL in the above-mentioned Clause on Limited Warranty and any remedies that cannot be excluded or limited under applicable law, IBSPL, its affiliates, resellers, and certificate authorities shall not be liable to You for any loss, damages, claims, or costs whatsoever including any consequential, indirect, or incidental damages, any lost profits or lost savings, any damages resulting from business interruption, personal injury or failure to meet any duty of care, or claims by a third party, even if IBSPL has been advised of the possibility of such losses, damages, claims, or costs.
Notwithstanding anything contained hereunder, the maximum aggregate liability of IBSPL for any claim arising out of this Agreement is limited to 50% of the most recent subscription fee paid for the Software.
IBSPL is acting on behalf of its affiliates and resellers for the purpose of disclaiming, excluding, and limiting obligations, warranties, and liability, but in no other respects and for no other purpose.
The foregoing limitations and exclusions apply to the extent permitted by applicable law in Your jurisdiction. IBSPL does not seek to limit Your warranty or remedies to any extent not permitted by law.
Indemnification
You agree that You are solely responsible for any damage caused to IBSPL, its licensors, employees, partners, associated service providers and subcontractors, other users of the Software, or any other individual or legal entity as a result of your violation of this EULA.
You hereby agree to defend, indemnify, and keep indemnified IBSPL, its affiliates, and their officers, directors, employees, contractors, and agents against any claim or alleged claims, liabilities, expenses, losses, damages, and all costs (including court and reasonable attorney fees), that IBSPL may incur directly or indirectly attributable to:
Your breach of the terms and conditions of this EULA;
Your failure to obtain any consent, authorization, or License required for the use of data, Software, materials, systems, networks, or other technology provided by IBSPL under this Agreement;
Your use of the Software in a manner not expressly permitted by this Agreement;
Your failure to comply with any technology, designs, instructions, or requirements provided by IBSPL or a third party on IBSPL's behalf;
Your violation of applicable laws; and
Any reasonable costs and attorney fees incurred by IBSPL to respond to a subpoena, court order, or other official government inquiry regarding Your use of the Software.
IBSPL reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You have agreed to indemnify IBSPL. This Clause shall survive the termination of this EULA.
Third Parties
The Software may contain independent third-party products and/or rely on them to perform certain functionality or contain links to third-party websites ("Third-Party Service"). IBSPL makes no warranty on the operation of any Third- Party Service/s or the accuracy of any third-party information. Your access to such Third-Party Services is governed by such third-party/ies terms and privacy policy/ies. Any such interaction is solely between You and the respective third party.
All Third-Party Services are provided to you "AS IS". IBSPL makes no representation or warranty, whether expressed or implied by statute, common law, custom, usage, or otherwise, regarding the Software and any related materials, including their fitness for a particular purpose, quality, and merchantability, or their non-infringement. IBSPL does not warrant that such Third-Party Service is secure or free from bugs, viruses, errors, or other program limitations, nor does it warrant access to the internet or any other service through the Software.
Feedback
You may provide IBSPL with feedback on the working of the Software or request for any additional services by sending an email to __.
You hereby grant IBSPL the right to use the feedback provided by You in any manner it may deem fit so long as it is consistent with applicable laws.
IBSPL may, but is not obligated to, incorporate or act upon the feedback provided by You.
For any Software or service-related issues, kindly reach out to IBSPL's support team at support@intellibuddies.com.
Communication
By subscribing to the Software or utilizing any part thereto, you consent to IBSPL sending You periodic alerts and notices on changes to its documents, agreements, reports, privacy policies, advertisements, etc. All such communication shall be sent to the email address that You provide IBSPL with. The contents of the communication shall be effective upon IBSPL sending the same to You, regardless of whether You successfully receive and read the communication or not.
Miscellaneous
Entire Agreement
This EULA represents the Agreement between You and IBSPL and shall supersede all prior negotiations, representations, or agreements, whether oral or written. No change, modification, or waiver of any term of this EULA and/or the scope of work under this EULA shall be valid unless it is in writing and signed by both parties.
Enforceability
Suppose any provision of this EULA is declared void or unenforceable. In that case, such provision shall be deemed modified to the extent necessary to allow enforcement, and all other portions of this EULA shall remain in full force and effect.
Severance
Suppose any court of competent jurisdiction or competent authority finds that any provision of this EULA is invalid, illegal, or unenforceable. In that case, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this EULA shall not be affected. If any invalid, unenforceable or illegal provision of this EULA would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.
Waiver
The failure of either party to require the performance of any terms of this EULA by the other party shall not affect such party's right to enforce the term or terms at a later date, and the waiver by any party of any breach of any provision of this EULA shall not be deemed to be a waiver of any subsequent breach of such provision.
Assignment
You shall not assign any of your rights, duties, or obligations under this Agreement to any third party without the prior written consent of IBSPL. You agree that in the event that IBSPL is acquired or merged with another entity, its rights and obligations under this Agreement shall forthwith stand assigned to the new entity/acquiring entity, as the case may be. IBSPL shall not be obligated to intimate You of such acquisition or merger.
Applicable law
To the extent permitted by applicable law, this EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of India. You irrevocably agree to the exclusive jurisdiction of the Courts of Bangalore City, India, to settle any dispute or claim that arises out of or in connection with the EULA or its subject matter or formation (including non-contractual disputes or claims).