End User License Agreement (EULA)
IMPORTANT READ CAREFULLY: BY DOWNLOADING, INSTALLING, AND/OR USING THE SOFTWARE (DEFINED BELOW), YOU (DEFINED BELOW) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (DEFINED BELOW). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE.
This End User License Agreement (the “Agreement”) is hereby entered into and agreed upon by you, either an individual or an entity, and its Affiliates (defined below) (“You” or “Company”) and TEAM IHA LLP for the Software (as defined below).
If you do not agree to the terms of this Agreement, do not download, install or use the Application.
IN OUR FAMILY WE HAVE
1.1 “Affiliates” means an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, Affiliates may use the license granted hereunder. All references to TEAM IHA LLP shall be deemed to be references to TEAM IHA LLP and its Affiliates, and all references to Company, You, or Yourself shall be deemed to be references to Company and its Affiliate(s).
1.2 “Computer” means the hardware, if the hardware is a single computer system, whether physical or virtual, or means the computer system with which the hardware operates, if the hardware is a computer system component.
1.3 “Documentation” means the user documentation provided by TEAM IHA LLP to You on the use of the Software. For the avoidance of doubt, any installation guide or end user documentation not prepared or provided by TEAM IHA LLP; any online community site; or feedback does not constitute Documentation.
1.4 “Software” means the object code versions of the product, together with the updates, new releases or versions, modifications or enhancements, owned and provided by TEAM IHA LLP to You pursuant to this Agreement.
GRANT OF LICENSE.
2.1 Production License. Upon payment of the applicable fees for the Software and continuous compliance with the terms and conditions of this Agreement, TEAM IHA LLP hereby grants You a limited, perpetual, nonexclusive, nontransferable license to use the object code of the Software and Documentation in Your facility subject to the terms contained herein:
a) For each Software license key that You purchase from TEAM IHA LLP, You may: (i) use the Software on any single Computer, unless the Documentation clearly indicates otherwise; and (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software’s proprietary notices and a notice that it will not be used for transfer, distribution or sale.
b) The Software is in use on a Computer when it is loaded into temporary memory or installed in permanent memory (hard drive, CD-ROM or other storage device). You agree to use Your reasonable efforts to prevent and protect the contents of the Software and Documentation from unauthorized use or disclosure, with at least the same degree of care that You use to protect Your own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. You agree that You will register this Software only with TEAM IHA LLP and that You will only install a Software license key obtained directly from TEAM IHA LLP.
c). That by entering into this agreement the Licensee shall be using a plan which shall be payable either in one installment or shall be able to avail the monthly subscription the detail of which are annexed with this agreement as Annexure-A.
d). That upon activation of this plan a free trail of initial 15 days shall be provided to the licensee and the same shall be applicable on all the apps as per the chosen plan Free Trial – 15 Days All Apps
e). The Licensee shall be able to avail the refund policy in the circumstances as defined in Annexure-B to this agreement and the refund policy shall be limited for the period of 15 days only.
3.1 You may not: (i) provide, make available to, or permit other individuals to use the Software or Documentation, except under the terms listed above, either in whole or part; (ii) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code based upon the Software or Documentation; (iii) copy, reproduce, republish, upload, post, or transmit the Software or Documentation (except for back-up or archival purposes, which will not be used for transfer, distribution, or sale); (iv) license, sell, rent, lease, transfer, sublicense, distribute, or otherwise transfer rights to the Software or Documentation; (v) remove any proprietary notices or labels on the Software or Documentation; or (vi) license the Software if You are a direct competitor of TEAM IHA LLP for the purposes of monitoring the Software’s availability, performance, or functionality or for any other benchmarking or competitive purposes. Any such forbidden use shall immediately terminate Your license to the Software.
3.2 TEAM IHA LLP Trademarks. You may not delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents the company name of TEAM IHA LLP, any derivation thereof, or any icon, image, or text that is likely to be confused with the same.
3.3 COMPLIANCE WITH EXPORT LAWS. You shall comply with all the applicable laws and regulations to assure that the Software Product is not (1) exported, directly or indirectly, in violation of Laws, or (2) used for any purpose prohibited by Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
3.4 Compliance with Applicable Laws. You agree that You shall use the Software and Documentation solely in a manner that complies with all applicable laws in the jurisdictions in which You use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
RIGHTS RESERVED. THE SOFTWARE IS LICENSED, NOT SOLD. Use herein of the word “purchase” in conjunction with licenses, license keys, or the Software shall not imply a transfer of ownership. Unless as conveyed herein, this Agreement does not grant You any rights, title, or interest in or to Software, Documentation, trademarks, service marks, or trade secrets, or corresponding intellectual property (including without limitation any images, photographs, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, and any copies of the Software) of TEAM IHA LLP or its suppliers, and all rights, title, and interest in and to the Software, Documentation, and corresponding intellectual property shall remain the property of TEAM IHA LLP , its suppliers, or are publicly available. All rights not expressly granted under this Agreement are reserved by TEAM IHA LLP, its suppliers, or third parties. All title, rights, and interest in and to content, which may be accessed through the Software, is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives You no rights to such content, including use of the same. TEAM IHA LLP agrees that the data and information (including without limitation, computer software, computer database, computer software documentation, specifications, design drawings, reports, blueprints, and the like) generated by the Software from Your proprietary data and information shall be and remain Your sole property. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TEAM IHA LLP IS PROVIDING AND LICENSING THE SOFTWARE TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPLICIT OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
INTELLECTUAL PROPERTY INDEMNIFICATION. You will indemnify and hold TEAM IHA LLP harmless from any third party claim brought against TEAM IHA LLP claiming that the Software infringes or misappropriates patent, copyright, trademark, trade secret, or other intellectual property rights of a third party due to modifications or usage by You , RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS. If the licensed right of use for this SOFTWARE PRODUCT is purchased by you with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorized transfer of, any TEAM IHA LLP intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any products created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TEAM IHA LLP , ITS DIRECTORS, OFFICERS, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE TO YOU (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) (I) FOR MORE THAN THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID TO TEAM IHA LLP IN THE PRECEDING (12) TWELVE MONTHS FOR THE APPLICABLE SOFTWARE OR (II) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, OR OTHER ECONOMIC DAMAGE , ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF TEAM IHA LLP HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Third Party Programs. To the extent the Software is bundled with third party software programs; these third-party software programs are governed by their own license terms, which may include open source or free software licenses. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any such third-party software.
CHOICE OF LAW AND VENUE. This Agreement shall be governed by the laws of India. You hereby consent to jurisdiction of the courts of Gurugram (Haryana), India
COMPLETE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the TEAM IHA LLP Product) is the entire agreement between you and TEAM IHA LLP relating to the Software Product and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any TEAM IHA LLP policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. This Agreement shall not be amended or modified except in a writing signed by authorized representatives of each party.
Annual Maintenance Renewal. Maintenance includes both technical support and product updates. The initial purchase of Single Developer License includes three-month maintenance for free. After that period, you need to purchase Annual Maintenance Renewal in order to continue receiving technical support, product updates.
Not for Resale Software. The SOFTWARE PRODUCT is labeled and provided as “Not for Resale” or “NFR”, then, notwithstanding other sections of this agreement, you may not resell, distribute, or otherwise transfer for value or benefit in any manner, the SOFTWARE PRODUCT or any derivative work using the SOFTWARE PRODUCT. You may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share or electronically transmit the SOFTWARE PRODUCT, media or documentation. This also applies to any and all intermediate files, source code, and compiled executables.
Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.
Installation and Use. The license granted in this agreement for you to create your own compiled programs and distribute your programs and the Redistributables (if any), is subject to all of the following conditions:
All copies of the programs you create must bear a valid copyright notice, either your own or the TEAM IHA LLP copyright notice that appears on the SOFTWARE PRODUCT.
You may not remove or alter any TEAM IHA LLP copyright, trademark or other proprietary rights notice contained in any portion of TEAM IHA LLP libraries, source code, Redistributables or other files that bear such a notice.
TEAM IHA LLP provides no warranty at all to any person, and you will remain solely responsible to anyone receiving your programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact TEAM IHA LLP for such services or assistance.
Your programs containing the SOFTWARE PRODUCT must be written using a licensed, registered copy of the SOFTWARE PRODUCT.
Your programs must add primary and substantial functionality and may not be merely a set or subset of any of the libraries, code, Redistributables or other files of the SOFTWARE PRODUCT.
Support Services. TEAM IHA LLP may provide you with support services related to the SOFTWARE PRODUCT (“Support Services”). Use of Support Services is governed by TEAM IHA LLP policies and programs described in the user manual, in on-line documentation and/or other TEAM IHA LLP provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this agreement. With respect to technical information you provide to TEAM IHA LLP as part of the Support Services, TEAM IHA LLP may use such information for its business purposes, including for product support and development.
NO WARRANTIES. TEAM IHA LLP EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE PRODUCT. THE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH YOU.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TEAM IHA LLP OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY OTHER PECUNIARY LOSS, ATTORNEY FEES AND COURT COSTS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF JIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General restrictions: Company/Entity/Individual may not, and may not cause or allow any third party to:
Decompile, disassemble or reverse-engineer the Software, or create or recreate the source code for the Software or remove, erase, obscure or tamper with any copyright or any other product identification or proprietary rights notices.
Lease, lend or use the Software for timesharing or service bureau purposes.
Modify, adapt, tamper with, translate or create Derivative Works of the Software or the Documentation.
Except with the TEAM IHA LLP prior written permission, publish any performance or benchmark tests or analysis relating to the Software.
TECHNICAL SUPPORT AND MAINTENANCE: The Technical Support and Maintenance Terms and Conditions, which are incorporated by reference, apply if Company/Entity/Individual has purchased Support. After the Support Period or service subscription period specified in the EULA has expired, Company/Entity/Individual has no further rights to receive any Support including Upgrades, Updates and telephone Support. (Company/Entity/Individual) may change the Support offered at any time, effective as of the commencement of any Support renewal period.
Without prejudice to TEAM IHA LLP’s payment obligations, TEAM IHA LLP may terminate Company/Entity/Individual license at any time by uninstalling the Software.
TEAM IHA LLP may terminate Company/Entity/Individual license if Company/Entity/Individual materially breaches this EULA and Company/Entity/Individual fails to cure the breach within thirty (30) days of receiving TEAM IHA LLP notice of the breach. Upon termination, Company/Entity/Individual must promptly return, destroy or delete permanently all copies of the Software and documentation.
Each party acknowledges that it may have access to Confidential information of the other party in connection with this EULA, and that each party’s Confidential Information is of substantial value to the Disclosing Party, which could be impaired if it were improperly disclosed to third parties or used in violation of this Agreement.
Not use or disclose the Disclosing Party’s Confidential Information in any way for its own account or the account of any third party except to perform its duties, exercise its rights or is otherwise authorized under this EULA; provided that: Any disclosure made to the Recipient’s employees, contractors or agents is on a need-to-know basis; and the Recipient’s employees, contractors or agents in receipt of the Confidential Information are under an obligation of confidentiality no less stringent than that set forth in this section.
Notwithstanding the restrictions in clause (a), if the Recipient is required to disclose any of the Disclosing Party’s Confidential Information by law, such as in response to a subpoena or requirement of any regulator, court, arbitral, administrative, or legislative body, the Recipient must:
Where reasonably possible and permitted, immediately provide written notice to the Disclosing Party of the required disclosure to give the Disclosing Party an opportunity to move for a protective order or otherwise prevent the disclosure;
Disclose only the minimum amount of Confidential Information required to satisfy the legal obligation; and assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential Information to be disclosed.
Company/Entity/Individual will immediately, and at least within seventy-two (72) hours, notify TEAM IHA LLP if Confidential Information of TEAM IHA LLP is used or disclosed in breach of this EULA. As monetary damages may not be sufficient relief if anyone violates or threaten to violate the terms of this section, TEAM IHA LLP is immediately entitled to enforce its rights by specific performance or injunction proceedings, in addition to any other rights or remedies it may have.
Company indemnification obligations
Company/Entity/Individual will unconditionally indemnify and defend TEAM IHA LLP, its Affiliates, and their officers, directors, employees, contractors and agents (each TEAM IHA LLP Indemnified Party) against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that TEAM IHA LLP indemnified Party incurs as a result of or in connection with:
Any third-party claims arising from:
Company/Entity/Individual failure to obtain any consent, authorization or license required for TEAM IHA LLP use of data, software, materials, systems, networks or other technology provided by Company under this EULA;
Company/Entity/Individual use of the Software in a manner not expressly permitted by this EULA and TEAM IHA LLP compliance with any technology, designs, instructions or requirements provided by Company/Entity/Individual or a third party on behalf of TEAM IHA LLP;
any claims, costs, damages and liabilities whatsoever asserted by any Company/Entity/Individual Representative; or any violation by Company/Entity/Individual of applicable laws; and
Any reasonable costs and attorneys’ fees required for TEAM IHA LLP to respond to a subpoena, court order or other official government inquiry regarding Company’s use of the Software.
PRIVACY AND COLLECTION OF PERSONAL DATA OR SYSTEM
The Software or Support may employ applications and tools to collect Personal Data, sensitive data or other information about Company and End Users ( including End Users’ name, address, e-mail address and payment details), their computers, files stored on their computers, or their computers’ interactions with other computers (including information regarding network, licenses used, hardware type, model, hard disk size, CPU type, disk type, RAM size, 32 or 64 bit architecture, operating system types, versions, total scanners deployed, database size, device ID, IP address, location, content, TEAM IHA LLP installed, TEAM IHA LLP Soft components, processes and services information, frequency and details of update of TEAM IHA LLP Soft components, information about third party products installed, extracts of logs created by TEAM IHA LLP , usage patterns of products and specific features, etc.) (Collectively, Data).
Company will secure any and all privacy-related rights and permissions from individual persons as may be required by regulation, statute, or other law or Company’s internal policies or guidelines in order to disclose Company Personal Data, in order to use the Software, and/or in connection with TEAM IHA LLP performance of Support or otherwise under this EULA.
COMPLIANCE WITH LAWS:
Each party will comply with the applicable national, state and local laws with respect to its rights and obligations under this EULA, This agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of INDIA, without regard to conflicts of law’s provisions thereof. Any legal action or proceeding relating to this EULA shall be brought exclusively in courts located in Gurugram, Haryana, India and each party consents to the jurisdiction thereof. In any action taken by TEAM IHA LLP against the other party to enforce this Agreement, TEAM IHA LLP shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees. This Agreement is made within the exclusive jurisdiction of INDIA, and its jurisdiction shall supersede any other jurisdiction of either party’s election.
Relationship: The parties are independent contractors under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this EULA to benefit or create any right or cause of action in or on behalf of, any person or entity other than the parties and listed Affiliates. This EULA is not intended to create a third-party beneficiary of any kind. Company/Entity/Individual must not represent to any third party that it has any right to bind TEAM IHA LLP in any manner and Company/Entity/Individual will not make any representations or warranties on behalf of TEAM IHA LLP.
Non-Transferable. This EULA is not assignable or transferable by Licensee without the prior written consent of TEAM IHA LLP; any attempt to do so shall be void. Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered personally or mailed by first-class, registered or certified mail, postage prepaid to the respective addresses of the parties as set forth herein or at such address intimated by the Parties(such change in address shall be communicated in writing at least Fifteen(15) days after.
Severability. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.
Entire Agreement. This Agreement constitutes the entire agreement between TEAM IHA LLP and Licensee and supersedes all prior understandings of TEAM IHA LLP and Licensee, including any prior representation, statement, condition, or warranty.