IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. IT IS VERY IMPORTANT THAT YOU CHECK THAT YOU HAVE BEEN REGISTERED BY YOUR EMPLOYER (“CUSTOMER”) AS THE END USER FOR THE PURPOSES OF THIS GNSA END USER LICENSE AGREEMENT. IF YOU ARE NOT REGISTERED AS THE END USER YOU HAVE NO LICENSE TO USE THE SOFTWARE AND THE LIMITED WARRANTY IN THIS END USER LICENSE AGREEMENT DOES NOT APPLY. ASSUMING YOU HAVE BEEN REGISTERED AS THE END USER, DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. GNSA Infotech (P) Ltd OR ITS AFFILIATE LICENSING THE SOFTWARE ("GNSA") IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ARE REGISTERED AS AN END USER AND THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (“EULA”) AND ANY ADDITIONAL LIMITATIONS ON THE LICENSE SET FORTH IN THE SOFTWARE LICENSE AGREEMENT ACCOMPANYING THE PRODUCT, MADE AVAILABLE AT THE TIME OF YOUR ORDER (THE "AGREEMENT").
YOU MAY ACCEPT THIS EULA, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS EULA. ON YOUR ACCEPTANCE OF THE EULA YOU AGREE TO THE TERMS OF THE AGREEMENT. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A CUSTOMER WHICH IS A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH CUSTOMER ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS EULA.
"Software" shall mean the software programs specified in the Software License Agreement that is provided on a Hosted Service model as defined under the Software License Agreement and all documentation relating thereto. Software also includes any and all interfaces, as provided to Customer and any upgrades, updates, bug fixes or modified versions thereto (collectively, "Upgrades").
Capitalised terms used herein shall have the meaning ascribed herein, and other capitalized terms not defined in this EULA but defined under the Software License Agreement will have the meaning ascribed to it therein.
By downloading, installing, accessing or using the Software, you are representing that you have been registered as an End User by the Customer and bind yourself to the Agreement. If you do not agree to all of the terms of the Agreement; then GNSA is unwilling to License the Software to you and (a) you may not download, install, access or use the Software, and (b) you may return the Software (including any unopened CD package and any written materials) for a full refund, or, if the Software and written materials are supplied as part of another product you may return the entire product for a full refund. Your right to return and refund expires 30 days after purchase from GNSA, and applies only if you are the original and registered End User purchaser.
LICENSE. Conditioned upon compliance with the terms and conditions of the Agreement, GNSA grants to Customer a non-exclusive and non-transferable license of the Software in accordance with the terms of the Software License Agreement. In order to use the Software, Customer may be required to input a registration number or product authorization key and register Customer's copy of the Software online at GNSA’s website or from the following link: _________ to obtain the necessary license key or license file. Customer's license to use the Software shall be limited to, and Customer shall not use the Software in excess of such other limitations as are set forth in the applicable Software License Agreement which has been accepted by GNSA and for which Customer has paid to GNSA the required license fee.
Unless otherwise expressly provided in the applicable Software License Agreement, Customer shall use the Software solely as embedded in, for execution on such equipments and hardware as set forth in the applicable Software License Agreement and shall be solely used for Customer’s internal business purposes. No other licenses are granted by implication, estoppel or otherwise.
HOSTING. The terms and conditions contained in the Software License Agreement and more particularly the provisions contained under Schedule D- Hosting thereunder shall be deemed to have been incorporated by reference into this EULA pursuant to which the Software is being licensed.
GENERAL LIMITATIONS.
This is a license, not a transfer of title, to the Software and Documentation, and GNSA retains ownership of all copies of the Software and Documentation. Customer and you acknowledge that the Software and Documentation contain trade secrets of GNSA or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Except as otherwise expressly provided under the Agreement, Customer and you shall have no right and you and the Customer specifically agree not to:
To the extent required by applicable law, and at Customer's written request, GNSA shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of GNSA's applicable fee, if any. Customer shall observe strict obligations of confidentiality with respect to such information and shall use such information in compliance with any applicable terms and conditions upon which GNSA makes such information available.
SOFTWARE, UPGRADES AND ADDITIONAL COPIES. Notwithstanding any other provision of the Agreement:
PROPRIETARY NOTICES. Customer and you agree to maintain and reproduce all copyright, proprietary, and other notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in the Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of GNSA.
TERM AND TERMINATION. Customer's rights under the Agreement will terminate immediately without notice from GNSA if Customer fails to comply with any provision of the Agreement. Upon termination Customer shall destroy all copies of Software and Documentation in its possession or control. All confidentiality obligations of Customer all restrictions and limitations imposed on the Customer and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement.
CUSTOMER RECORDS. Customer grants to GNSA and its independent accountants the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to GNSA the appropriate license fees, plus the reasonable cost of conducting the audit.
EXPORT, RE-EXPORT, TRANSFER AND USE CONTROL. The Software, Documentation and technology or direct products thereof (hereafter referred to as Software and Technology), supplied by GNSA under the Agreement are subject to export control under the laws and regulations of India and any other applicable countries' laws and regulations. Customer shall comply with such laws and regulations governing export, re-export, import, transfer and use of GNSA Software and technology and will obtain all required Indian and local authorizations, permits, or licenses. GNSA and Customer each agree to provide the other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses.
LIMITED WARRANTY. Subject to the limitations and conditions set forth herein, GNSA warrants that commencing from the date of making available the Software to the Customer and continuing for a period of ninety (90) days thereafter (a) the Software will be free of defects in material and workmanship under normal use; and (b) the Software substantially conforms to the Documentation. Except for the foregoing, the Software is provided "AS IS". This limited warranty extends only to the Software purchased from GNSA by a Customer who is the first registered end user. Customer's sole and exclusive remedy and the entire liability of GNSA and its suppliers under this limited warranty will be (i) replacement of defective media and/or (ii) at GNSA's option replacement or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this limited warranty is reported to GNSA, within the warranty period. GNSA may, at its option, require return of the Software and/or Documentation as a condition to the remedy. In no event does GNSA warrant that the Software is error free or that you and/or the Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, GNSA does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.
RESTRICTION. This warranty does not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (a) has been altered, except by GNSA or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by GNSA, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes. The Software warranty also does not apply to (e) any temporary Software modules; (f) any Software for which GNSA does not receive a license fee; and (g) Software supplied by any third party which is not approved by GNSA.
DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT SATISFACTORY QUAUTY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY GNSA, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED, SUCH IMPLIED CONDITION, REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD REFERRED TO IN THE "LIMITED WARRANTY" SECTION ABOVE.
This disclaimer and exclusion shall apply even if the express warranty set forth above fail of its essential purpose. DISCLAIMER OF LIABILITIES-LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, ALL LIABILITY OF GNSA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER TO GNSA FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT). NOTHING IN THE AGREEMENT SHALL LIMIT (I) THE LIABILITY OF GNSA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS TO CUSTOMER FOR PERSONAL INJURY OR DEATH CAUSED BY THEIR NEGLIGENCE, (II) GNSA'S LIABILITY FOR FRAUDULENT MISREPRESENTATION, OR (III) ANY LIABILITY OF GNSA WHICH CANNOT BE EXCLUDED UNDER APPUCABLE LAW.
DISCLAIMER OF LIABILITIES-WAIVER OF CONSEQUENTIAL DAMAGES AND OTHER LOSSES. IN NO EVENT WILL GNSA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPUERS AND LICENSORS, BE LIABLE FOR ANY LOST REVENUE, LOST PROFIT OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT; CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, IN CONTRACT; TORT (INCLUDING NEGLIGENCE) OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF, IN EACH CASE, GNSA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer acknowledges and agrees that GNSA has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
GOVERNING LAW, JURISDICTION. This License shall be governed, interpreted, construed and enforced in accordance with the laws of India and the courts situated in Chennai shall have the jurisdiction to the exclusion of all other courts situated elsewhere. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party's intellectual property or proprietary rights. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement and Warranties shall remain in full force and effect. Except as expressly provided herein, the Agreement constitutes the entire agreement between the parties with respect to the license of the Software and Documentation and supersedes any conflicting or additional terms contained in any Purchase Order or elsewhere, all of which terms are excluded. The Agreement has been written in the English language, and the parties agree that the English version will govern.