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End User License Agreement
END USER LICENSE AGREEMENT (EULA)
Please read this Agreement carefully before installing
This End User License Agreement (hereinafter ‘the Agreement’) is a legal agreement between you, the Customer, whether an individual, company or any other legal entity including any and all affiliates/agents/ representatives/ subsidiaries etc
of such individual, company or other legal entity (hereinafter ‘the Customer’) and Quale Infotech Private Limited and/ or its affiliates/ agents/ authorised representatives etc
(hereinafter ‘the Company’)
The Company and the Customer may collectively be called ‘the Parties’ and singularly as ‘Party’
This Agreement governs the usage of AIwozo Software, including but not limited to, AIwozo WorkZone, AIwozo Studio, AIwozo Runner, AIwozo Attended Runner, AIwozo Unattended Runner, AIwozo Process Discovery, AIwozo BPM Tool and/or any upgrades, revisions, modifications, enhancements, updates etc
whether made to any or each or a combination of the aforementioned products/ tools (hereinafter ‘the Software’) supplied by the Company to the Customer, unless a separate agreement and/ or contract has been executed between the Company and the Customer which expressly supersedes this Agreement
By downloading, installing, operating or otherwise using the software, the Customer is expressly and explicitly accepting this agreement and agreeing to be bound by the terms and conditions contained herein
If the Customer does not agree to this agreement or is unwilling to be bound by it, the Customer shall not download, install, operate or otherwise use the software and the Customer must promptly uninstall the software, and any part thereof, from any customer system
- License Grants and Restrictions
Software: The Software is proprietary software provided to the Customer in binary executable form for the regular and standard purposes the Software was designed for, all in accordance with the terms set forth in this Agreement
- The term “Software” also means and includes the Software and its binary code, compilation of data, or visual display resulting from the operation of the Software, and any associated materials, equipment, systems, specifications and documentation etc
- License: Subject to the terms and conditions of this Agreement, the Company hereby grants the Customer, and the Customer accepts, a limited, non-exclusive, non sub-licensable, non-transferable and fully revocable license to use the Software solely for the Customer’s internal business purposes and solely in binary form, all in accordance with the terms and conditions contained in this Agreement and in accordance with any other separate and specific documentation that may accompany the Software
- All other rights in the Software are expressly reserved by the Company
- Unless otherwise indicated in a separate purchase order duly executed between the Company and the Customer (hereinafter ‘the Order’), the license hereunder is a term license and will be valid as long as the Customer subscription is paid for/ is active
- Prohibited Use: Except as specifically permitted herein, without the prior written consent of the Company, the Customer agrees not to, directly or indirectly:
use, modify, incorporate into/ with another software, or create a derivative work of any part of the Software;
sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share the rights under this Agreement with or to anyone else;
copy, distribute, publish or reproduce the Software;
use or permit the Software to be use to perform services for third parties, without the express authorisation of the Company;
disclose, publish or otherwise make publicly available the results of any benchmarking of the Software, or use such results for Customer’s own proprietary/ similar/ competing software development activities;
modify, disassemble, decompile, reverse engineer, revise or enhance the Software or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software;
remove or otherwise alter any of the Company’s trademarks, logos, copyrights, or other proprietary marks or indicia, fixed or attached to or in the Software as delivered to the Customer;
ship, transfer or export the Software into any country/ territory, or make available or use the Software in any manner
disclose, provide or otherwise make available trade secrets contained within the Software and related documentation in any form to any third party whatsoever and rather implement reasonable security measures to protect such trade secrets
Customer Affiliates: The Customer may place order/ purchase and/ or download/ install/ use for or on behalf of its affiliates/agents/ representatives/ subsidiaries etc
- (hereinafter ‘Affiliates’) and undertakes to ensure that its Affiliates are informed of, and comply with, the same obligations as are set out for the Customer under this Agreement
- License purchased through Retailers/ Partners/ Resellers: The Customer acknowledges that the Company will not be held responsible for the obligations arising out of any agreement and/ or contract, whether written or implied entered into between the Customer and any retailer/ partner/ reseller of the Company or of the Software, and for any acts and/ or omissions on the part of such retailer/ partner/ reseller, or for any third party products/ software/ tools/ services provided to the Customer by such retailer/ partner/ reseller
- No additional rights: Any additional rights which may be granted under this Agreement to the Customer, do not modify the license permissions and/ or increase the number of licenses granted under this Agreement by the Company to the Customer
- Software: The Software is proprietary software provided to the Customer in binary executable form for the regular and standard purposes the Software was designed for, all in accordance with the terms set forth in this Agreement
- The term “Software” also means and includes the Software and its binary code, compilation of data, or visual display resulting from the operation of the Software, and any associated materials, equipment, systems, specifications and documentation etc
- License: Subject to the terms and conditions of this Agreement, the Company hereby grants the Customer, and the Customer accepts, a limited, non-exclusive, non sub-licensable, non-transferable and fully revocable license to use the Software solely for the Customer’s internal business purposes and solely in binary form, all in accordance with the terms and conditions contained in this Agreement and in accordance with any other separate and specific documentation that may accompany the Software
- All other rights in the Software are expressly reserved by the Company
- Unless otherwise indicated in a separate purchase order duly executed between the Company and the Customer (hereinafter ‘the Order’), the license hereunder is a term license and will be valid as long as the Customer subscription is paid for/ is active
- Prohibited Use: Except as specifically permitted herein, without the prior written consent of the Company, the Customer agrees not to, directly or indirectly:
use, modify, incorporate into/ with another software, or create a derivative work of any part of the Software;
sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share the rights under this Agreement with or to anyone else;
copy, distribute, publish or reproduce the Software;
use or permit the Software to be use to perform services for third parties, without the express authorisation of the Company;
disclose, publish or otherwise make publicly available the results of any benchmarking of the Software, or use such results for Customer’s own proprietary/ similar/ competing software development activities;
modify, disassemble, decompile, reverse engineer, revise or enhance the Software or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software;
remove or otherwise alter any of the Company’s trademarks, logos, copyrights, or other proprietary marks or indicia, fixed or attached to or in the Software as delivered to the Customer;
ship, transfer or export the Software into any country/ territory, or make available or use the Software in any manner
disclose, provide or otherwise make available trade secrets contained within the Software and related documentation in any form to any third party whatsoever and rather implement reasonable security measures to protect such trade secrets
- use, modify, incorporate into/ with another software, or create a derivative work of any part of the Software;
- sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share the rights under this Agreement with or to anyone else;
- copy, distribute, publish or reproduce the Software;
- use or permit the Software to be use to perform services for third parties, without the express authorisation of the Company;
- disclose, publish or otherwise make publicly available the results of any benchmarking of the Software, or use such results for Customer’s own proprietary/ similar/ competing software development activities;
- modify, disassemble, decompile, reverse engineer, revise or enhance the Software or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software;
- remove or otherwise alter any of the Company’s trademarks, logos, copyrights, or other proprietary marks or indicia, fixed or attached to or in the Software as delivered to the Customer;
- ship, transfer or export the Software into any country/ territory, or make available or use the Software in any manner
- disclose, provide or otherwise make available trade secrets contained within the Software and related documentation in any form to any third party whatsoever and rather implement reasonable security measures to protect such trade secrets
- Customer Affiliates: The Customer may place order/ purchase and/ or download/ install/ use for or on behalf of its affiliates/agents/ representatives/ subsidiaries etc
- (hereinafter ‘Affiliates’) and undertakes to ensure that its Affiliates are informed of, and comply with, the same obligations as are set out for the Customer under this Agreement
- License purchased through Retailers/ Partners/ Resellers: The Customer acknowledges that the Company will not be held responsible for the obligations arising out of any agreement and/ or contract, whether written or implied entered into between the Customer and any retailer/ partner/ reseller of the Company or of the Software, and for any acts and/ or omissions on the part of such retailer/ partner/ reseller, or for any third party products/ software/ tools/ services provided to the Customer by such retailer/ partner/ reseller
- No additional rights: Any additional rights which may be granted under this Agreement to the Customer, do not modify the license permissions and/ or increase the number of licenses granted under this Agreement by the Company to the Customer
- Third Party Access
Contractual Staff: Customer may allow third-party contractors to operate or access the Software solely on Customer’s and its Affiliates’ behalf, if the case, and only for Customer’s and its Affiliates direct business purposes
- Upon Company’s request, Customer will provide a list of the entities having access to the Software at any given time
- Customer responsibility: If Customer allows any Third Party to operate, use or access the Software, the Customer is responsible for, ensuring that the Third Party complies with the terms and conditions contained in this Agreement, and undertakes to be held liable towards Company as if the actions of the Third Party are its own
- Contractual Staff: Customer may allow third-party contractors to operate or access the Software solely on Customer’s and its Affiliates’ behalf, if the case, and only for Customer’s and its Affiliates direct business purposes
- Upon Company’s request, Customer will provide a list of the entities having access to the Software at any given time
- Customer responsibility: If Customer allows any Third Party to operate, use or access the Software, the Customer is responsible for, ensuring that the Third Party complies with the terms and conditions contained in this Agreement, and undertakes to be held liable towards Company as if the actions of the Third Party are its own
- Title and Ownership: The Software and its related documentation are licensed and not sold
- The Company shall retain all rights, interests and ownership in and of the Software and related documentation, including but not limited to any and all intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc
- ) evidenced by or embodied in and/or attached/connected/related to the Software
- This Agreement does not in any manner whatsoever grant to the Customer any interest/ right/ claim in or to the Software but only a limited and revocable right to use the Software in accordance with the terms contained herein
- Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights under law
- If the Customer provides to the Company any data including but not limited to questions, comments, suggestions etc
- , regarding the Software (hereinafter ‘Feedback’), such Feedback shall be deemed to be non-confidential, and the Company shall have an exclusive, royalty-free and perpetual license to use or incorporate such Feedback into the Software and/or other current or future products or services of the Company without the approval of the Customer and without creating and/ or granting any intellectual property rights/ claims or any other rights or claims under law for the time being in force including but not limited to the right to any monetary consideration/ compensation
- Representations and Warranties:
Limited Warranty: Subject to the limitations and conditions set forth in the Agreement, the Company represents and warrants that commencing from the date the Software is delivered to/ installed/ purchased/ used by the Customer and during the term of the license granted herein, under normal authorised use, the Software shall perform in substantial and reasonable conformance with its accompanying documentation
- In the event that the Software does not perform in substantial and reasonable conformance with its accompanying documentation (hereinafter ‘Error’) The Customer’s sole and exclusive remedy, and the Company’s sole liability for breach of this warranty, during the abovementioned period, is to repair the Software upon receipt of a formal written request by the Customer
- Exclusions: The warranty set forth above shall not apply if the Error results from and/ or is otherwise attributable to:
repair, maintenance or modification of the Software by persons other than the persons authorised by the Company;
accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the Software;
use of the Software other than in accordance with the Software’s manuals, specifications and/ or documentation;
the combination of the Software with equipment or other products/ tool/third party applications/ software not authorized or provided by the Company or otherwise approved by the Company in the Software’s manuals, specifications and/ or documentation;
the Software being licensed for any evaluation, testing or demonstration purposes
- Implied Warranties: Except for the express warranties provided herein, the Software is provided on an “as-is” basis
- The Company does not make any warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose etc
- The Company does not warrant that the Software and/ or any or all of its components will run uninterrupted and/ or error free or that all the Software operations are secure, free of viruses, bugs, worms, other harmful components or other program limitations
- In addition, due to the continuing development of new techniques for intruding upon and attacking networks/ computers/ computer systems/ other information technology infrastructure, the Company does not warrant that the Software or any equipment or system supplied by the Company with the Software (if any), will be free of vulnerability to intrusion or attack
- The Customer bears the entire risk as to the usage of the Software
- The Company disclaims all liability for any harm or damages caused by any third-party hosting providers
- Limited Warranty: Subject to the limitations and conditions set forth in the Agreement, the Company represents and warrants that commencing from the date the Software is delivered to/ installed/ purchased/ used by the Customer and during the term of the license granted herein, under normal authorised use, the Software shall perform in substantial and reasonable conformance with its accompanying documentation
- In the event that the Software does not perform in substantial and reasonable conformance with its accompanying documentation (hereinafter ‘Error’) The Customer’s sole and exclusive remedy, and the Company’s sole liability for breach of this warranty, during the abovementioned period, is to repair the Software upon receipt of a formal written request by the Customer
