End User License Agreement
This End-User License Agreement (this “Agreement“) is a legal agreement between;
Designs in Change Technology Pvt. Ltd., a company incorporated under the laws of India, having its registered office at 1/35 Ulsoor Cross, Bangalore, India. (“DICTPL”, “we”, “us”, or “our”)
You, a User (“you” or “your”) of one of our mobile application products, as further described below and/or on the website page on which such product is available for download (each, an “Application” or “App”, and collectively, “Applications” or “Apps”).
DICTPL and the User, shall hereinafter be referred to individually as “Party”, and collectively as “Parties”
YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY CLICKING THE “I ACCEPT” BUTTON ASSOCIATED WITH THIS AGREEMENT OR BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE APPLICATION TO WHICH THIS AGREEMENT RELATES. IF YOU DO NOT AGREE TO BE BOUND BY THE PROVISIONSOF THIS AGREEMENT, YOU MAY NOT INSTALL, COPY, OR USE, AND YOU MUST IMMEDIATELY DELETE ALL COPIES OF, THE APPLICATION FROM YOUR DEVICE.
1. DESCRIPTION OF APPLICATION.
DICTPL offers for download, both for payment and free of charge, its NWORX Application (“Application”/“App”) which enable you to utilize certain functionality and perform certain tasks offered by it.
2. GRANT OF LICENSE.
Provided that you have complied with, and that you continue to comply with, all of the provisions of this Agreement, DICTPL hereby grants to you a limited and non-exclusive right to install, run, access and use the Application in object code form only for the purposes described in this Agreement or otherwise as may be instructed or described by DICTPL inwriting.
3. USER OBLIGATIONS.
By downloading, accessing, or using the Application in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority (or, if applicable, you are duly authorized by your legal guardian/employer to enter into this Agreement) and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Application. In addition, you agree to abide by all applicable laws; local, state, national, and international laws and regulations with respect to your use of the Application. This Agreement is also expressly made subject to any applicable export laws, orders, restrictions, or regulations.
4. DICTPL’S PROPRIETARY RIGHTS AND OWNERSHIP.
(i) You, expressly acknowledge and agree that DICTPL transfers no ownership or intellectual property interest or title in and to the Application and its components to you or anyone else and you acknowledge and agree never to challenge DICTPL’s exclusive ownership in and to the Application and all copyright and other intellectual property rights therein. DICTPL reserves all rights related to the Application which are not expressly granted to you in this Agreement. The Application is protected by copyright and other intellectual property laws. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, applications, information, derivative work(s) and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Application, unless otherwise indicated, are owned, controlled, and licensed by DICTPL and its successors and assigns and are protected by law including, but not limitedto, Indian copyright, patent, and trademark law.
(ii) You agree not to remove, conceal or otherwise modify any copyright, trademark or other proprietary notice or source identifier contained in or associated with the Application. We cannot and do not guarantee access to information or other content belonging to any third party which is accessible by you through the Application, the website from which the App is being downloaded, or otherwise. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
(iii) Except as otherwise expressly granted pursuant to this Agreement, all rights are reserved to DICTPL, and no other rights are granted by implication, estoppels, reliance, inducement or otherwise. Accordingly, your unauthorized use of the Application may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. DICTPL has no obligation to you to provide any other intellectual property rights or to enforce the rights granted hereunder. You will cooperate with DICTPL at DICTPL’s reasonable request and expense to enforce DICTPL’s intellectual property and other rights concerning the Application. You never shall remove any intellectual property legends applied to the Application.
5. RESTRICTIONS OF USE.
(i) You agree that you shall not, and that you shall not permit any other person, directly or indirectly, to: (a)sell, resell, transfer, assign, distribute, copy, publish, transmit, distribute, create derivative works of or otherwise disseminate, exploit or make available any portion or all of the Application, (b) reverse engineer, decompile, modify, translate or disassemble any portion or all of the Application including without limitation any of its underlying ideas, algorithms or structure, or use any portion of or all of the Application to create new applications, programs, products or services, (c) remove or otherwise modify any trademarks, service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress appearing through the Application(including without limitation the trademark “DESIGNS IN CHANGE”) or any other Trademark and/or logo mark (as hereinafter defined) which indicates that a source of goods or services are the property of their respective owners, or (d)display the name, logo, trademark or other identifier of any individual or entity (except for DESIGNS IN CHANGE) in such a manner as to give the viewer the impression that such other individual or entity is a publisher or distributor of the Application.
6. NO OTHER USE
The Application is intended solely for use as described in this Agreement or otherwise as may be instructed or described by DICTPL in writing. You may not sell, lease, charge fees for access to or any use of the Application.
(i) Your use of the Application is at your own risk. The Application is provided “as is”, “as available” and DICTPL hereby disclaims all warranties, representations and conditions, whether express, implied or statutory, including, but not limited to any implied warranties, duties or conditions of merchantability, non-infringement, fitness for a particular purpose, reliability or availability, accuracy or completeness, quality, safety, suitability, workmanlike effort, lack of viruses, lack of negligence, or that the Application will perform in any particular fashion or produce any particular result, or otherwise arising out of or related to the use of the Application by you or any other person.
(ii) DICTPL is not responsible for the provision of any support or any other services, or the failure to provide support or any other services, in connection with or related to the Application. There are inherent risks in the downloading and using of any software, and DICTPL cautions you to make sure that you completely understand the potential risks before downloading, installing or otherwise using the Application. Neither DICTPL nor any parent, subsidiary or affiliate identity of DICTPL, nor any of their principals, shareholders, directors, officers, members, managers, licensors, suppliers, employees, contractors, agents or representatives (collectively, the “DICTPL parties”) shall be liable for any damages that you or any third party may suffer in connection with or related to your downloading, installing, uninstalling, modifying or otherwise using the application.
(iii) DICTPL also makes no representation or warranty that the Application will be accessible from states, territories, or nations where any aspect of the Application is otherwise prohibited. You access the Application on your own volition and are responsible for compliance with all applicable laws with respect to your access and use of the Application.
(i) You agree to defend, indemnify, and hold harmless each of DICTPL and its respective affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses)relating to or arising from (a)any breach by you of this Agreement; including without limitation your use of the Application in any manner not expressly permitted hereunder, or (b) your negligence or misconduct, or (c) your violation of any law or regulation.
9. LIMITATION OF LIABILITY.
(i) You expressly absolve and release each of DICTPL from any claim, proceeding or cause of action of harm, including, but not limited to, failure of electronic equip mentor communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labour problems, wars, or governmental restrictions.
(ii) MOREOVER, TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DICTPL BE LIABLE FOR ANY INDIRECT, PUNITIVE,INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER ( INCLUDING WITHOUT LIMITATION FOR LOST PROFITS,BUSINESS OR GOODWILL, OR FOR ANY ANTICIPATED LOST PROFITS, BUSINESS ORGOODWILL, FOR LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION,FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTYINCLUDING THAT OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANYOTHER MONETARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THEAPPLICATION OR YOUR INABILITY TO USE THE APPLICATION, OR OTHERWISE INCONNECTION WITH THIS AGREEMENT.
This Agreement does not place any confidentiality or non-disclosure obligations on DICTPL, and also does not terminate or amend any confidentiality or non-disclosure obligations to which DICTPL has agreed, if any.
12. GOVERNING LAW AND JURISDICTION
This Agreement shall, in all respects be governed by and construed in accordance with the laws of India and subjectto Clause 13 below, the courts at Bangalore shall have the sole and exclusive jurisdiction to entertain any disputes that may arise hereunder.
13. DISPUTE RESOLUTION
Any disputes or differences arising out of this Agreement shall be submitted to final and binding arbitration at the request of either of the Parties upon written notice to that effect to the other. Such arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 and shall be held at Bangalore. All proceedings of such arbitration shall be in the English language. The arbitration shall be conducted by a sole arbitrator to be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996.If the Parties are unable to mutually agree upon the sole arbitrator within 30(Thirty) days from the date a Party raises a dispute, the arbitration panel shall consist of 03 (Three) arbitrators, with User and the DICTPL empowered to appoint one arbitrator each and the third arbitrator shall be appointed by two of the other arbitrators.
14. TERM AND TERMINATION
This Agreement and your right to use the Application will take effect at the moment you click “I ACCEPT” or you install, access, download, or use the Application (the “Commencement Date”) and is effective until terminated as set forth below. In addition, DICTPL reserves the right at any time and on reasonable grounds,which shall include, without limitation, any reasonable belief of fraudulent orunlawful activity or actions or omissions that violate any term or condition ofthis Agreement, to deny your access to the Application or to any portion thereof in order to protect its name and goodwill, its business, and/or otherusers, and this Agreement will also terminate automatically if you fail to comply with this Agreement, subject to the survival rights of certainprovisions identified below. Termination will be effective without notice.
In addition tothe Miscellaneous section below, the provisions concerning DICTPL’s proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this Agreement for any reason.
(i) You acknowledge that any breach; threatened or actual, of this Agreement will cause irreparable injury to DICTPL, such injury would not be quantifiable in monetary damages, and DICTPL would not have an adequate remedy at law. You therefore agree that DICTPL shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach,threatened or actual, of your obligations under any provision of this Agreement.
(ii) You shall not assign (whether by operation of law or otherwise), transfer, sublicense or delegate this Agreement or your obligations here under without DICTPL’s express prior written consent, and any purported attempt to do without such consent is void.
(iii) This Agreement is solely and exclusively for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer on any third person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. DICTPL may assign, transfer or delegate this Agreement, or portions thereof, in its sole discretion.
(iv) Any failure by DICTPL to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by DICTPL of that or any subsequent default or failure of performance. If any provision (or part thereof)contained in this Agreement is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.
(v) No joint venture, partnership, employment, or agency relationship exists between you and DICTPL as a result of this Agreement or your utilization of the Application
(vi) Headings herein are for convenience only.
(vii) This Agreement represents the entire agreement between you and DICTPL with respect to use of the Application, and it supersedes all prior communications and proposals, whether electronic, oral, or written between you and DICTPL with respect to the Application.