IMPORTANT LEGAL NOTICE TO ALL USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT BEFORE YOU START USING THE SOFTWARE.
BY CLICKING THE ACCEPT BUTTON IN THE LICENSE AGREEMENT WINDOW YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. SUCH ACTION IS A SYMBOL OF YOUR SIGNATURE AND YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CANCEL THE SIGN UP AND LOG OUT.
AFTER CLICKING THE ACCEPT BUTTON IN THE LICENSE AGREEMENT WINDOW YOU HAVE THE RIGHT TO USE THE SOFTWARE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
YOUR TERMS OF SUBSCRIPTION WILL BE CONFIRMED BY EMAIL PRIOR TO SIGNING THIS CONTRACT, TERMS OF SUBSCRIPTION BY EMAIL WILL SUPERSEDE THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1.1 Software means the software "Kveso" including any Updates and related materials.
1.2 Rightholder (owner of all rights, whether exclusive or otherwise to the Software) means NWDCo Software Solutions LLP, incorporated according to the Limited Liability Partnership Act, 2008.
1.3 Computer(s) means hardware, including personal computers, laptops, workstations, personal digital assistants, "smart phones", handheld devices, or other electronic devices for which the Software was designed where the Software will be installed and / or used.
1.4 End User (You / Your) means individual(s) installing or using the Software on their own behalf or who are legally using a copy of the Software; or, if the Software is being downloaded or installed on behalf of an organization, such as an employer, "You" further means the organization for which the Software is downloaded or installed and it is represented hereby that such organization has authorized the person accepting this agreement to do so on its behalf. For purposes hereof the term "organization", without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization, or governmental authority.
1.5 Partner(s) means organizations or individual(s) who distribute the Software based on an agreement and license with the Rightholder.
1.6 Update(s) means all upgrades, revisions, patches, enhancements, fixes, modifications, copies, additions or maintenance packs, etc.
1.7 User Manual means user manual, administrator guide, reference book and related explanatory or other materials.
1.8 Add Ons An add-on means a software extension that adds extra features to a program. It may extend certain functions within the program, add new items to the program's interface, or give the program additional capabilities.
2.1. License: You are given a non-exclusive license to store, load, install, execute, and display (to "use") the Software on a specified number of Computers in order to assist you automating the procedure for guests checkin and compliance more specifically described in the User Manual, according to all technical requirements described in the User Manual and according to the terms and conditions of this Agreement (the "License") and you accept this License.
2.2. Trial Version. If you have received, downloaded and/or installed a trial version of the Software and are hereby granted an evaluation license for the Software, you may use the Software only for evaluation purposes and only during the single applicable evaluation period, unless otherwise indicated, from the date of the initial installation. Any use of the Software for other purposes or beyond the applicable evaluation period is strictly prohibited. The Trial version may have limited access. You will receive further access upon payment as per your subscription.
2.3. Multiple-Environment Software; Dual-Media Software; Multiple Copies.
If you use different versions of the Software, if you receive the Software on multiple media, if you otherwise receive multiple copies of the Software, the total permitted number of your Computers on which all versions of the Software are installed shall correspond to the number of computers specified in licenses you have obtained from the Rightholder provided that, unless the licensing terms provide otherwise, each acquired license entitles you to install and use the Software on such number of Computer(s) as is agreed in terms of subscription.
2.4. If the Software was acquired on a physical medium You have the right to use the Software on such number of Computer(s) as is specified on the Software package.
2.5. If the Software was acquired via the Internet You have the right to use the Software on such number of Computers as was specified when You acquired the License to the Software.
2.6. From the time of the Software activation (with the exception of a trial version of the Software) You have the right to receive the following services for the defined period specified on the Software package or specified during acquisition (if the Software was acquired via the Internet):
3.1. Technical support is provided on chat, call, email, application (technical support screen), onsite support. Travel charges for onsite support outside Mumbai will be borne by you which will include travel, boarding and lodging.
3.2. The Technical Support described is provided to You when the latest Update of the Software is installed (except for a trial version of the Software) in accordance with the Technical Support rules.
3.3. User's Data, specified in during the purchase of the license, can be used by Technical Support specialists only when processing User requests.
4.1. You shall not emulate, clone, rent, lend, lease, sell, modify, decompile, or reverse-engineer the Software or disassemble or create derivative works based on the Software or any portion thereof with the sole exception of a non-waiverable right granted to You by applicable legislation, and you shall not otherwise reduce any part of the Software to human-readable form or transfer the licensed Software, or any subset of the licensed Software, nor permit any third party to do so, except to the extent the foregoing restriction is expressly prohibited by applicable law. Neither the Software’s binary code nor source may be used or reverse-engineered to re-create the program algorithm, which is proprietary. All rights not expressly granted herein are reserved by Rightholder and / or its suppliers, as applicable. Any such unauthorized use of the Software shall result in immediate and automatic termination of this Agreement and the License granted hereunder and may result in criminal and / or civil prosecution against you.
4.2. You shall not transfer the rights to use the Software to any third party.
4.3. You shall not rent, lease or lend the Software to any third party.
4.4. The Rightholder has the right to block the license to use the Software in the event You breach any of the terms and conditions of this Agreement and without any refund to You.
5.1. The Rightholder guarantees that the Software will substantially perform according to the specifications and descriptions set forth in the User Manual provided however that such limited warranty shall not apply to the following: (w) Your Computer’s deficiencies and related infringement for which Rightholder’s expressly disclaims any warranty responsibility; (x) malfunctions, defects, or failures resulting from misuse; abuse; accident; neglect; improper installation, operation or maintenance; theft; vandalism; acts of God; acts of terrorism; power failures or surges; casualty; alteration, non-permitted modification, or repairs by any party other than Rightholder; or any other third parties’ or Your actions or causes beyond Rightholder's reasonable control; (y) any defect not made known by You to Rightholder as soon as practical after the defect first appears; and (z) incompatibility caused by hardware and/or software components installed on Your Computer.
5.2. You acknowledge, accept and agree that no software is error-free and You are advised to download the data / back up the Computer with the frequency and reliability suitable for You.
5.3. The Rightholder does not provide any guarantee that the Software will work correctly in case of violations of the terms described in the User Manual or in this Agreement.
5.4. The Rightholder does not guarantee that the Software will work correctly if You do not regularly download Updates.
5.5. The Rightholder does not guarantee protection from the threats described in the User Manual after the expiration of the period as per terms of subscription or after the License to use the Software is terminated for any reason.
5.6. You acknowledge that the Software will be provisioned with the software's standard settings applied by default and that it is Your sole responsibility to configure the Software to satisfy Your own requirements.
5.7. THE SOFTWARE IS PROVIDED "AS IS" AND THE RIGHTHOLDER MAKES NO REPRESENTATION AND GIVES NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. THE RIGHTHOLDER AND ITS PARTNERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR APPLICABILITY FOR A PARTICULAR PURPOSE. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, THE RIGHTHOLDER MAKES NO REPRESENTATION AND GIVES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET ANY OR ALL OF YOUR REQUIREMENTS WHETHER OR NOT DISCLOSED TO THE RIGHTHOLDER.
6.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE RIGHTHOLDER OR ITS PARTNERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF PRIVACY, FOR CORRUPTION, DAMAGE AND LOSS OF DATA OR PROGRAMS, FOR FAILURE TO MEET ANY DUTY INCLUDING ANY STATUTORY DUTY, DUTY OF GOOD FAITH OR DUTY OF REASONABLE CARE, FOR NEGLIGENCE, FOR ECONOMIC LOSS, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, OR ARISING OUT OF ANY BREACH OF CONTRACT OR ANY TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION, ANY STRICT LIABILITY OBLIGATION OR DUTY), OR ANY BREACH OF STATUTORY DUTY, OR ANY BREACH OF WARRANTY OF THE RIGHTHOLDER OR ANY OF ITS PARTNERS, EVEN IF THE RIGHTHOLDER OR ANY PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT IN THE EVENT THE RIGHTHOLDER AND/OR ITS PARTNERS ARE FOUND LIABLE, THE LIABILITY OF THE RIGHTHOLDER AND/OR ITS PARTNERS SHALL BE LIMITED BY THE COSTS OF THE SOFTWARE. IN NO CASE SHALL THE LIABILITY OF THE RIGHTHOLDER AND/OR ITS PARTNERS EXCEED THE FEES PAID FOR THE SOFTWARE TO THE RIGHTHOLDER OR THE PARTNER (AS MAY BE APPLICABLE).
7.3. API Deprecation: The Rightholder, in its discretion, may cease providing the current version of the API either as a result of discontinuation of the API or upgradation of the API to a newer version. In both cases, the current version of the API will stand deprecated and become the deprecated version of the API (hereinafter "Deprecated Version"). When the rightholder decides to deprecate the current version of the API, You will be informed about such deprecation through a service announcement. For a period of three months following announcement of deprecation (hereinafter the "Deprecation Period"), the Rightholder will use commercially reasonable efforts to support the Deprecated Version. You understand that the Rightholder is not obliged to provide the features of the newer version in the Deprecated Version. The Rightholder in its discretion may cease supporting the Deprecated Version during the Deprecation Period if i) The Rightholder is required to do so by law or ii) You have breached any provision of these Terms or the General Terms of Service or iii) the Rightholder determines that supporting the API is likely to result in a security risk to the software.
7.4. API Usage Limits: The Rightholder may prescribe usage limits, including limits on the number of calls, number of records per call, bandwidth usage and frequency of calls. You are required to adhere to the usage limits prescribed by the Rightholder in order to avail uninterrupted service. You understand that the rightholder may restrict an activity if You reach the usage limit corresponding to such activity and that an API call may either fail or be partially executed if the usage limits are reached before or during an API call.
8.1. One Time Set Up Charges: A one time set up charge is taken from you as part of the subscription charges for setting-up the software, training and any customised implementation.
8.2. Add Ons: An add-on is a software extension that adds extra features to a program. It may extend certain functions within the program, add new items to the program's interface, or give the program additional capabilities.
8.3. API's: The Rightholder reserves the right to charge for the APIs integration and creation.
9.1. Free Trials: Your account may start with a free trial. The free trial period of your membership lasts for 15 days, or as otherwise specified during sign-up and is intended to allow new members and certain former members to try the service. After free trial you need to pay the subscription amount in full to continue using the software, the Rightholder has the right to delete your data after 30 days from the end date of free trial.
9.2. Free trial eligibility is determined by the Rightholder at its sole discretion and we may limit eligibility, accessibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible.
10.1. Billing Start Date: The date of payment commences from the first day when the software is purchased/downloaded whichever is earlier. The start date is exclusive of any trial period if provided.
10.2. Billing Cycle: The Subscription offered to you are on Monthly basis, Quarterly basis and Yearly Basis, depending upon the package chosen by you during the purchase of the software. The subscription fees are chargeable in advance and will start to accrue on the first date of the billing cycle. The subscription fee for the software and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged depending upon the subscription chosen by you. The fees have to be paid in full, any amount paid which is less than the subscription charges will be dealt as if the amount is not paid.
10.3. Cancellation: You can cancel your account at any time by giving a written notice to the Rightholder. Payments are non-refundable and we do not provide refunds or credits for any partial-month Subscription period. If you cancel your subscription after giving due notice, your account will automatically close at the end of your current billing period.
10.4. Changes to the Price and Subscription Plans: We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to our subscription plans will apply to you no earlier than 10 days following notice to you.
11.1. Suspension: The Rightholder has a right to suspend your account if the subscription fees are not paid until 15 days of the billing cycle.
11.2. Consequence of Suspension and Termination: Upon the account being suspended, you will have a period of 30 days to remedy the breach failing which, your account will be terminated permanently. The Rightholder reserves the right to delete your account upon termination and deletion of all data. Once the account is terminated the Rightholder will not be liable for any loss, harm of data. The Rightholder will be indemnified from all losses by you in case your account is terminated.
11.3. Injunctive Relief: Nothing in this Agreement prevents the Rightholder from seeking an immediate injunction or similar remedy from a court of competent jurisdiction to prevent or restrain breaches of the Agreement.
11.4. External Triggers.
The Rightholder may, with notice, terminate a Service in whole or in part, or modify it or the terms on which it is provided, if all or part of that Service:
(a) becomes illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or
(b) becomes subject to a claim or potential claim that it infringes or violates the rights of any third party. The Rightholder will endeavour to provide Client with reasonable prior notice of any such termination or modification, but may not be able to do so if the triggering event is under the control of a third party. If a partial termination or modification fundamentally and detrimentally changes the nature of or the rights granted in the Service, Client may terminate the affected Service by providing the Rightholder with notice no later than 30 days after the date of Notice.
11.5. Delete or Return Information and Materials. Following termination, and at any time with respect to Confidential Information, at your request and expense and subject to the remainder of this clause, the Rightholder will promptly return, delete or destroy your data and your Confidential Information.
12.1. You agree that the Software and the authorship, systems, ideas, methods of operation, documentation and other information contained in the Software are proprietary intellectual property and/or the valuable trade secrets of the Rightholder or its partners and that the Rightholder and its partners, as applicable, are protected by civil and criminal law. This Agreement does not grant You any rights to the intellectual property, including any Trademarks or Service Marks of the Rightholder and/or its partners ("Trademarks"). You may use the Trademarks only insofar as to identify printed output produced by the Software in accordance with accepted trademark practice, including identification of the Trademark owner’s name. Such use of any Trademark does not give you any rights of ownership in that Trademark. The Rightholder and/or its partners own and retain all right, title, and interest in and to the Software, including without limitation any error corrections, enhancements, Updates or other modifications to the Software, whether made by the Rightholder or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement. All copies of the Software made hereunder must contain the same proprietary notices that appear on and in the Software. Except as stated herein, this Agreement does not grant you any intellectual property rights in the Software and you acknowledge that the License, as further defined herein, granted under this Agreement only provides you with a right of limited use under the terms and conditions of this Agreement. Rightholder reserves all rights not expressly granted to you in this Agreement.
12.2. You agree not to modify or alter the Software in any way. You may not remove or alter any copyright notices or other proprietary notices on any copies of the Software.
This Agreement shall be governed by and construed with solely in accordance with the laws of India in every particular, including formation and interpretation. Any proceedings arising out of or in connection with this Agreement slhall be brought only before the Courts of Mumbai.
14.1. This Agreement is the entire agreement between you and Rightholder and supersedes any other prior agreements, proposals, communications or advertising, oral or written, with respect to the Software or to the subject matter of this Agreement. You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part, such provision will be more narrowly construed so that it becomes legal and enforceable, and the entire Agreement will not fail on account thereof and the balance of the Agreement will continue in full force and effect to the` maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent. No waiver of any provision or condition herein shall be valid unless in writing and signed by you and an authorized representative of Rightholder provided that no waiver of any breach of any provisions of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach. Rightholder's failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
The Rightholder reserves the right to amend this agreement from time and time.
Should you have any questions concerning this Agreement, or if you desire to contact the Rightholder for any reason, please contact our Legal Department at:
Unit No. 19, 3rd Floor, Hi Life, P.M. Road Santacruz West, Mumbai – 400054
Web site: www.Nwdco.com