Onvelop End User License Agreement

Please read the End User License Agreement (hereinafter referred to as “EULA”) carefully before proceeding. Any person (natural or legal), who copies, installs, downloads or uses this software in any manner or accepts this EULA by clicking on “I Accept” shall be bound by the terms and conditions of this EULA

End User License Agreement

This EULA is a legal agreement between AgreeYa Mobility a company having its place of business at 1804, N Shoreline BVLD, Mountain View, CA, USA, hereinafter referred to as “Licensor or AgreeYa Mobility” and You, hereinafter referred to as “Licensee”, who uses or downloads the software either himself/herself or by way of a person or entity paying the requisite consideration to the Licensor or is using the software as a Trial Version. If you do not agree with the terms of this EULA, do not download, install, copy or use the Software.

1. Definitions

1.1. “Party” shall mean either Licensor or Licensee based on the context and “Parties” shall mean both Licensor and Licensee.

1.2. “Licensed Software” shall mean the “Onvelop” software, the associated media, any printed materials, and any "online" or electronic documentation owned and licensed by the Licensor under this EULA

1.3. “Intellectual Property” shall mean any idea, creation, invention, work of authorship, information or any other material relating to the Licensed Software or User Documentation or Third Party Software, which is protected, in the process of being protected or capable of being protected as a patent, copyright, trade mark, trade secret or any other type of intellectual property.

1.4. "Upgrades" shall mean any and all changes or additions to the Licensed Software, including new releases and versions thereof that add new functions to, or improve performance of, the Licensed Software.

1.5. "Confidential Information" shall mean any information, including but not limited to ideas, source code, object or binary code, algorithms, operations, designs, methods, processes, practices, marketing plans, strategies, documents, data, programs, patterns, compilations, customer information, financial information, business information, know-how and such other information, which is disclosed by Licensor to the Licensee under this EULA.

Exclusions:
Confidential information shall not include:

1.6. “User Documentation” shall mean the explanatory printed or electronic materials that relate to the Licensed Software, including, but not limited to, license specifications, activation code, license files, instructions on how to use the Software, and/or technical specifications.

1.7. “Third Party Software” shall mean software other than the Licensed Software forming part of and provided with the Licensed Software to the Licensee, whose license agreement(s) is provided as Annexure A to this EULA.

1.8. “Mobile Device” shall mean single touch screen device containing iOS or Android operating system including (a) Mobile Telephone that (i) has the primary purpose of voice communication through a wireless network. (ii) Has a display of 5 inches or less on its diagonal, (iii) does not include a keyboard designed for use with more than two fingers at a time, (iv) is not capable of use with a wired external keyboard or wired or wireless external display, and (v) is not a General Purpose Computing Device; (b) “Tablet’ means a device that (1) has a touch-enabled display; (ii) has the primary purpose of mobile computing; (iii) has no integrated physical keyboard; (iv) has a display of 11 inches or less on its diagonal; and (vi) is not a server, desktop, laptop, netbook or similar device (or marketed as, or capable of performing the functions of, the foregoing).

1.9. “Trial Version” shall mean a version of the Licensed Software identified to be used for review, evaluate and test the functionality of the Licensed Software for a limited time period of one (1) month (hereinafter called as “Trial Period”). The login details for the access and use of this version of the Licensed Software shall expire at the end of one (1) month time period and that this Trial Version will cease to operate at the end of such period.

1.10. “Commercial Version” shall mean a version of the Licensed Software that is not the Trial Version.

1.11. “Agreeya Server” shall mean the server hosted and run by the Licensor under this EULA that enables use and administration of the Licensed Software and User accounts and performs other services as specified in the User Documentation.

1.12. “Enterprise Server” shall mean the server hosted and run by the Licensee that enables use and administration of the Licensed Software and User accounts and performs other services as specified in the User Documentation.

1.13. “User” shall mean i) if Licensee is an individual, solely Licensee; ii) if Licensee is a legal entity or group of individuals in a legal entity, any person who is authorized by such legal entity or group in that legal entity to use the Licensed Software while performing duties within the scope of his/her employment or assignment with the Licensee, including its employee, independent contractor, temporary worker, and any third-party person.

2. Grant of License

2.1. License of Trial Version

If the Licensed Software is a Trial version, this clause and not clause 2.2 shall apply:
The Licensor hereby grants to the Licensee a non-exclusive and non-transferable right to download and install the Licensed Software on a Mobile Device from Google Android Market as an Application (APP), Samsung APP store, and Apple iTunes stores or through Pre-loaded Licensed Software on the Mobile Device.

The Licensor grants the Licensee to use the Licensed Software for 30 days Trial Period starting from the registration date or first login using Licensee’s office365 ID under this EULA (“Effective Date”). The Licensee shall receive the login details to activate and access and use the Licensed Software on the Agreeya Server post the download of the Licensed Software. The Licensee shall be responsible for keeping the login details to access the Licensed Software secure and confidential. The Licensor shall not be held liable for any loss of login details or other such information. The Licensor hereby grants the Licensee right to add names and e-mail addresses of up to fourteen (14) User(s) for the collaboration and communication over the Licensed Software. The User(s) shall be entitled to share documents and communicate with other Users(s) in order to understand, evaluate and test the functionality of the Licensed Software for the Trial Period. The Licensee(s) email address(es) used for registering/Login on the Onvelop trial version will be used by Licensor only to provide more information about Onvelop product to the Licensee(s). On expiry of the Trial Period permitted by the Licensor, the Licensee shall not use the Licensed Software and shall delete, erase or destroy copies of the Licensed Software in its possession unless otherwise requested and after paying the necessary consideration for licensing the software to deploy the Commercial Version of the Licensed Software. All the content created by user during the trial period on the licensed software will also be erased by the Licensor after the completion of Trial Period.

2.2. License of Commercial Version

If the Licensed Software is a Commercial Version, this clause and not clause 2.1 shall apply:
The Licensor hereby grants to the Licensee a non-exclusive and non-transferable right to download and install the Licensed Software on up to two Mobile Devices. The Licensor grants the Licensee to use the Licensed Software from the date of download of the Licensed Software and payment of fee under this EULA (“Effective Date”) for a period chosen by Licensee under the payment terms. The Licensee shall receive the login details to activate and access and use the Licensed Software on the Enterprise Server post the download and registration of the Licensed Software. The Licensee shall be responsible for keeping the login details to access the Licensed Software secure and confidential. The Licensor shall not be held liable for any loss of login details or other such information. The Licensor shall have the right to monitor the use of the Licensed Software on two Mobile Devices by tracking the Unique Identification of the Mobile Devices. The Licensee shall not transfer or sub-license the Licensed Software to any person or entity without obtaining written permission of the Licensor.

The Licensor shall provide the Licensee with the maintenance of or Upgrade of the Licensed Software from time to time on request made by the Licensee and after paying the necessary subscription fee or consideration for receiving the maintenance and/or Upgrades of the Licensed Software. The Licensor will provide up to 240 minutes support for setting up the Onvelop client as well as for the maintenance support unless superseded by enterprise Onvelop license agreement.

The Licensor hereby notifies to the Licensee that in order to experience full AgreeYa Mobility Software enhancement for unified communication and collaboration, additional SW components may be required to be installed either on AgreeYa Mobility secure server or Licensee’s enterprise server. The Licensor notifies to the Licensee that Licensor shall not be liable for loss of enterprise data sent to AgreeYa Mobility secure servers for experiencing AgreeYa Mobility SW enhancements. The Licensor hereby restricts the conjunction of such components with any unapproved third party or external software other than with the Licensed Software.

The Licensee shall be responsible for using the Licensed Software and that the Licensor shall not be held liable for any loss of enterprise data content or information of the Licensee in any manner.

2.3. Use

The Licensee shall have the right to use the Licensed Software only in the manner permitted by the Licensor as provided in this EULA. The Licensor grants the license to use the Licensed Software by the Licensee on up to two Mobile Devices. The Licensee agrees to purchase a new copy of the Licensed Software for additional Mobile Devices. The Licensee agrees that the Licensee will not copy the Licensed Software except as necessary to use it on up to two Mobile Devices. The Licensee agrees that Licensee may not copy the written materials accompanying the Licensed Software. Licensee may not transfer this Licensed Software to any other person or on any other device than one on which the Licensed Software was initially downloaded and installed. The Licensee is not granted with any patent license or right to use, reverse engineer, decompile, or disassemble the source code of the Licensed Software or any Third Party Software forming part and provided with the Licensed Software. Further, the Licensee understands that the Licensee is granted the license to access and use of the AgreeYa Mobility client. This License does not include the license for any third party back end technologies. The Licensor only provides this License for the usage of its client usage with the said technologies. The Licensee shall be responsible for acquiring such third party technologies.

3. Obligations and Limitations

3.1. Restricted Actions

The Licensee shall not be permitted to take any of the following actions:

  1. Use the Licensed Software in a manner not permitted under this EULA;
  2. Reverse engineer, decompile, or disassemble the Licensed or Third Party Software;
  3. Distribute, provide access, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Licensed Software or User Documentation, or Third Party Software or any rights granted in this EULA, to any other person;
  4. Remove or modify any of the notices on the Licensed Software or User Documentation or Third Party Software;
  5. Circumvent any security measures used to protect the Licensed Software or Third Party Software;
  6. Make any modifications to the Licensed Software or Third Party Software;
  7. Publish, promote, broadcast, circulate, use, modify or refer publicly to the Licensor's or Third Party’s name, trade name, trademark, service mark or logo; and
  8. Take multiple Trial Version licenses with respect to the Licensed Software from the Licensor during the term of this EULA or thereafter unless a prior written permission or consent has been taken form the Licensor.

4. License Fee

4.1. The license grant for the Commercial Version of the Licensed Software under this EULA shall be valid only if the Licensee has paid the license fee as consideration for grant of license to the Licensor in the manner prescribed or required by the Licensor. The Licensee shall not be liable to pay the license fee in case of license with respect to the Trial Version.

4.2. The consideration shall be paid by the Licensee as per the terms and conditions of payment specified by the Licensor on its website or in any other manner. The Licensee shall be liable to pay any taxes applicable to the consideration paid under this EULA.

5. Intellectual Property

5.1. Ownership

All rights, title and interest in the Intellectual Property relating to the Licensed Software vests with the Licensor and shall continue to vest with the Licensor.

All rights, title and interest in the Intellectual Property relating to the Third Party Software vests with the third parties owning such software and shall continue to vest with such third parties.

This EULA shall not amount to transfer of any Intellectual Property or authorization to use with respect to any Intellectual Property in the Licensed Software or Third Party Software by the Licensor to the Licensee except as provided under this EULA.

5.2. Third Party Software

If the licensor mentions on its website, user documentation, under this EULA or any other place, existence of any third party software, whose intellectual property permission has not been acquired by the Licensor or provided in Annexure A to this EULA and must be used in combination with the Licensed Software, the Licensee shall be responsible to acquire the permission or license in order to use the said software. The Licensor shall not be responsible for acquiring licenses with respect to the said software.

6. Confidentiality and Privacy

6.1. Confidentiality

Licensee agrees to maintain confidentiality of all Confidential Information of the Licensor.

6.2. Permitted Use

The Licensee shall be permitted to use the Confidential Information only for exercising rights granted by the Licensor under this EULA. The Licensee shall not use the Confidential Information for any other purpose without the Licensor’s written permission.

6.3. Security Measures

Licensee shall implement stringent physical security and information security measures for maintaining secrecy of the Licensor’s Confidential Information. Such measures shall be atleast as stringent as the measures taken by the Licensee to safeguard its own Confidential Information of the like nature.

6.4. Survival

The provisions relating to confidentiality shall survive the termination of this EULA.

7. Termination

7.1. Default

The Licensor may terminate this EULA on default of the Licensee to abide by the terms and conditions of this EULA. The Licensor may also terminate the EULA if there is any suit filed against the Licensor with respect to the licensed software by giving the Licensee a notice of seven (7) days.

7.2. Consideration on termination

On termination of the EULA, the Licensee shall be liable to pay the consideration due to the Licensor on the termination date. The Licensor shall not be liable to refund any consideration to the Licensee on termination of the EULA for any reason before the expiry of the term of the EULA.

7.3. Post-termination Obligations

On termination of the EULA, the Licensee shall do the following:

  1. Ensure that the use of the Licensed Software is ceased;
  2. Delete and destroy all copies of the Licensed Software in its possession; and
  3. Provide a certificate to the Licensor that all copies of the Licensed Software have been destroyed.

7.4. Survival

The provisions relating to Intellectual Property, Confidentiality, Liability and Indemnity shall survive the termination of this EULA.

8. Warranty and Liability

8.1. Licensor’s Warranty

The Licensor warrants that the Licensed Software shall provide the features and functions provided in the User Documentation.

8.2. Limitation of Warranty

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED BY THE LICENSOR IN CLAUSE 8.1, THE LICENSEE SHALL RECEIVE NO OTHER WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS FUNCTIONALITY IN THE USER DOCUMENTATION, OR ANY COMMUNICATION WITH THE LICENSOR CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. THE LICENSOR SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

8.3. Limitation of Liability

The Licensee shall have the right to use it in any lawful manner within the scope of license granted under this EULA. The Licensor shall not be liable for any consequences of the use of the Licensed Software by the Licensee.

8.4. No Liability

IN NO EVENT SHALL THE LICENSOR HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF THE LICENSOR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LICENSED SOFTWARE, THIRD PARTY SOFTWARE, USER DOCUMENTATION OR THIS EULA EXCEEDS THE AMOUNT PAID OR PAYABLE BY THE LICENSEE FOR THE LICENSED SOFTWARE. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.

8.5. Third party Intellectual Property Infringement

If the Licensed Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third party’s Intellectual Property rights, the Licensor may, at its option and in its discretion:

  1. Procure for Licensee the right to use the Software free of any liability;
  2. Replace or modify the Software to make it non-infringing; or
  3. The foregoing states the sole liability of the Licensor and the exclusive remedy of Licensee for any infringement of Intellectual Property rights by the Licensed Software or any other items provided by the Licensor under this EULA.

In no event shall the Licensor be held liable for any Intellectual Property infringement made by the third parties or the Licensee by its own actions.

9. Indemnity

9.1. Licensee Indemnity

The Licensee shall be liable to indemnify and hold the Licensor harmless from and against all damages, losses and costs arising out of any legal action against the Licensor by a third party as a result of the default of Licensee to abide by the terms and conditions of this EULA. The Licensee shall also be liable to indemnify and hold the Licensor harmless from and against damages, losses and costs arising out of any legal actions relating to use of the Licensed Software or Third Party Software by the Licensee.

10. Governing Law and Jurisdiction

10.1. Governing Law

The Laws in California, United States of America shall govern this EULA. All disputes arising under this EULA shall fall within the jurisdiction of the courts at Mountain View, California.

11. Export Control Law

11.1. The Licensee shall be responsible for complying with all export control laws of the country where the Licensed Software is acquired or used. The Licensee shall not use the Licensed Software in any manner if it cannot comply with the export control laws. It shall be the sole responsibility of the Licensee to acquire any regulatory approvals necessary to use the Licensed Software.

12. Assignment and Modification

12.1. Assignment

This EULA and all its rights and privileges hereunder shall not be assigned by the Licensee without the prior written consent of the Licensor.

12.2. Modification

The terms and conditions of this EULA may not be modified unless required by court judgement or order.

13. Severability

13.1. Should any part of this EULA be declared illegal or unenforceable, the Parties agree to co-operate in all the ways open to them to obtain substantially the same result or as much thereof as may be possible, including taking appropriate steps to amend, modify or alter this EULA.

13.2. If any term or provision of this EULA shall be hereafter declared by a final adjudication of any tribunal or court of competent jurisdiction to be illegal or invalid, such adjudication shall not alter the validity or enforceability of any other term or provision unless the terms and provisions declared (by any of the Parties) shall be one expressly defined as a condition precedent or as of the essence of this EULA, or comprising an integral part of, or inseparable from the remainder of this EULA.

14. Waiver and Amendment

14.1. Waiver

The failure, with or without intent, of any Party hereto to insist upon the performance of the terms of this EULA by the other Party, shall not be treated as, or be deemed to constitute, a modification of any terms or stipulations of this EULA nor shall such failure or election be deemed to constitute a waiver of the right of such Party, at any time whatsoever thereafter, to insist upon performance by the other, strictly in accordance with any terms or provisions hereof. All terms, conditions and obligations under this EULA shall remain in full force and effect at all times during the subsistence of this EULA except where otherwise amended or modified by the Parties by mutual written EULA.

14.2. Amendment

This EULA may not be amended except with the written EULA of the Licensor, whose consent may be withheld in its complete discretion without any requirement to provide reasons.

15. Notice

15.1. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered mail, return receipt requested to the respective addresses of the Parties provided in this EULA or in the User Documentation or Purchase form, if any or if sent by e-mail or fax to the address or number specified the receiving Party.

15.2. The Licensee shall notify any change of address for communication of notices to the Licensor within fourteen (14) days of such a change.

16. Entire EULA

This EULA constitutes the entire EULA between the Parties pertaining to the Licensed Software and supersedes all prior EULAs, understandings, negotiations and discussions with respect to the subject matter hereof whether oral or written.

17. Force Majeure

The performance of any part of this EULA by the Licensor or Licensee shall be excused to the extent that such performance is hindered, delayed, or made impractical by flood, fire, war, or riot or any other cause beyond the reasonable control of either party. Upon the occurrence of any such event the party whose performance is affected shall notify the other party of such an occurrence.

This EULA shall come into force as soon as the Licensee accepts the EULA or copies, installs or downloads the Licensed Software or starts using the software after paying the consideration to the Licensor unless it is a Trial Version. By clicking on “I Accept” or copying or downloading or installing or using the Licensed Software, the Licensee agrees to be bound by the terms and conditions of this EULA.