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 Discover, Aiwozo DocuBot, Aiwozo Integration Platform, Aiwozo Insight, Aiwozo AI Innovation Hub, 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
1. 1. 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.
  2. 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.
  3. Prohibited Use: Except as specifically permitted herein, without the prior written consent of the Company, the Customer agrees not to, directly or indirectly:
    1. 1. 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
  4. 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.
  5. 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.
  6. 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.
2. Third Party Access
  1. 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.
  2. 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.
3. 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.
4. Representations and Warranties:
  1. 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.
  2. Exclusions: The warranty set forth above shall not apply if the Error results from and/ or is otherwise attributable to:
    1. repair, maintenance or modification of the Software by persons other than the persons authorised by the Company;
    2. accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the Software;
    3. use of the Software other than in accordance with the Software’s manuals, specifications and/ or documentation;
    4. 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;
    5. the Software being licensed for any evaluation, testing or demonstration purposes.
  3. 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.
5. Limitation of Liability: The Company will not in any situation, and/ or at any given point of time whatsoever whether during the term of this Agreement or during the term of the license granted herein, be liable to the Customer, its Affiliates, Third Party, or other entity, for any special, indirect, consequential, incidental, punitive, or exemplary damages, arising out of the use or inability to use the Software, and/ or any Error, computer malfunction or failure, server down time, etc of the Software, including but not limited to using/ operating the Software with any other programs/ third party applications/ software, or for any loss of profits, reputation, or revenue, loss or corruption/ deletion of data, or interruption of business arising thereto.
6. Consideration: The consideration for the license granted hereunder, will be in accordance with the payment model established by the Company at its sole discretion whether specified in the Order, or as agreed upon between the Company and the Customer or as may be specified and made available on the website of the Software/ the Company from time to time. Unless otherwise specified in writing, the Customer will pay all amounts due under this Agreement in U.S. Dollars, and all amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice. All amounts payable under this Agreement are exclusive of all taxes and duties applicable under law from the time being in force. Except as provided in this Agreement, all amounts payable under this Agreement are non-refundable. Payments which are not received when due shall bear compounding interest on the outstanding amount at 2% per month commencing from the date the payment becomes due and payable.
7. Indemnification: The Customer will, at its sole expense, indemnify, defend and hold harmless the Company including its directors, employees and agents against any Third Party Claim, losses, damages, obligations, liabilities, costs, debts and expenses including but not limited to Attorney’s fees to the extent it arises from any actions of the Customer including but not limited to any unauthorised usage of the Software or breach of any terms of this Agreement. The Customer also undertakes to pay all damages finally awarded by a court/ quasi judicial authority/ arbitral tribunal of competent jurisdiction in this regard.
8. Third Party Software: The Software is developed and owned by the Company. The Software may use or include third party software, files and components that are subject to open source and third party license terms. A list of third party components that are subject to licenses that require certain notifications to be made (hereinafter ‘Third Party Components’) is available on/ in the Software or its documentation and may be updated from time to time by the Company. Customer’s right to use such Third Party Components as part of, or in connection with the Software is subject to and governed by any and all such applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “as is” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. The Customer hereby agrees to such terms associated with the Third Party Components. Under no circumstances shall the Software or any portion thereof be deemed “open source” or “publicly available” software.
9. Termination: This Agreement is effective upon downloading, installing, operating or otherwise using the Software. This Agreement will remain in force until terminated in accordance with this Agreement. If the Customer has obtained a subscription to the Software, this Agreement will remain in effect as long as such subscription is paid for/active. The Company may terminate this Agreement immediately without giving any notice to the Customer if the Customer fails to comply with, or breaches any provision of, this Agreement. The Customer may terminate this Agreement at any time. Upon termination of this Agreement:
  1. the license granted to the Customer in this Agreement shall expire and the Customer, shall immediately cease and discontinue all further use of the Software;
  2. the Customer shall promptly remove/ uninstall the Software from all hard drives, networks, computers, computer systems, and any other storage media and destroy all copies of the Software in the Customer’s possession or under Customer’s control. Upon the Company’s request the Customer shall within three (3) days certify destruction of, all full or partial copies of the Software, documentation and related materials provided to the Customer by the Company;
  3. any sums paid by the Customer until the date of termination are non-refundable, and the Customer shall not be relieved of its duty to discharge in full all sums due and payable by it to the Company under this Agreement, which sums shall become immediately due and payable on the date of termination of the instant Agreement.
10. Privacy and Data:
  1. Privacy: During the term and subsistence of this Agreement either the Company or the Customer may collect, store and use personal data, including but not limited to other party’s representatives and/or employees, such as their name, telephone number, e-mail address, job title etc. This personal data may be collected directly or indirectly and may be necessary to allow the parties to enter into and perform this Agreement. Both the parties are responsible for complying with the applicable personal data protection laws for the time being in force. Any personal data collected by Company at webinars and events organized by Company, may only be shared with any party in accordance with EUGDPR and other applicable privacy laws.
  2. Data: The Software may generate certain non-identifiable, aggregated and analytical information related to its operation and use which does not include any personally identifiable data/ information of the Customer or of other users (hereinafter ‘Anonymous Data’). Such Anonymous Data may include information related to scripts, test data and search terms. The Customer acknowledges that the Company may, collect and process, disclose, publish and use in any other manner such Anonymous Data in order to provide and improve the Software or any other of the Company’s products and services and for any other legitimate business purposes. The Company is and shall remain the exclusive owner of the Anonymous Data and such Anonymous Data shall be deemed non-confidential, and the Company shall have an exclusive, royalty-free and perpetual license to use or incorporate Anonymous Data 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.
    The Company’s Software and related services do not require the Company to process, access or use any personally identifiable information or other data protected under applicable privacy laws (hereinafter “Personal Data“). Customer hereby represents and warrants that:
    1. Customer will strive not to transfer or otherwise make available to the Company any Personal Data of any individual, and in the eventuality Customer so transfers Personal Data then the Company shall not be held responsible and liable for any action and/ or claim brought against by such individual in this regard. The Customer undertakes to indemnify, defend and hold harmless the Company, its affiliates and their respective officers, directors, employees and agents, harmless from and against any claims, demands, loss, damage, liability, causes of action, judgments, or costs and expenses of every nature (including attorney’s fees and expenses arising out of such action and/ or claim as stated herein above.
    2. Customer has obtained all applicable permits, authorizations and/or consents as to allow the Software’s operation and functionality on Customer systems in accordance with the terms of this Agreement.
11. Maintenance and Support: The Company would not be providing any support or maintenance to the Customer during the license term for a community/ free/ trial version of the Software unless otherwise agreed upon in writing.
12. Reference Customer: The Customer agrees that the Company may identify the Customer as a user of the Software and use the Customer’s trademark and/or logo in sales presentations, promotional/marketing materials, press releases, Company’s website and other promotional channels for promotional purposes.
13. Miscellaneous Provisions:
  1. License Compliance. The Company may, at its expense, appoint its own personnel or an independent third party or both to verify that Customer’s use, installation, or deployment of the Software complies with the terms and conditions of this Agreement and the Customer agrees to provide all the required assistance and support during such verification.
  2. Assignment. The Company reserves the sole right to assign, at any given point of time, whether during the term of this Agreement or during the term of the license granted herein, to any legal entity/ juristic personality without obtaining the consent of or giving intimation to the Customer of such assignment.
  3. Amendments: The Company reserves the right, at its sole discretion, to bring about such amendments pertaining to the usage of the Software and/ or other terms of the Agreement without the consent of the Customer. The Company shall make all efforts to notify the Customer of such change. Continued usage of the Software on the Customer’s part is deemed acceptance of such amendments changes.
  4. Dispute Resolution & Governing Law: All disputes, differences of opinion and controversies arising between the parties to this Agreement and/ or out of this Agreement may be resolved amicably. Any Party (hereinafter ‘the Claimant’) which claims that a dispute has arisen out of or in connection with the existence, validity, interpretation or implementation of, or breach by a Party (hereinafter the ‘Respondent’) of this Agreement (“Dispute”), must give a written notice (“Dispute Notice”) thereof to Respondent as soon as reasonably practicable after the Claimant has become aware of the occurrence of the event, matter or thing which is the subject of such Dispute. The Dispute Notice shall specify the particulars of the circumstances and nature of such Dispute and of the Claimant’s claim(s) in relation thereto to resolve such Dispute through good faith discussions. For this purpose, Claimant and the Respondent shall, within 15 (fifteen) Business Days from the date of receipt of the Dispute Notice, designate one of their respective authorized representatives for good faith discussions relating to the Dispute, with the authority to settle the Dispute. If, within 30 (thirty) Business Days of the date of the Dispute Notice (“Negotiation Period”), the Dispute is not resolved, the Dispute shall be adjudicated upon, as per Indian Laws applicable and for the time being in force, by and under the sole jurisdiction of the appropriate courts/ tribunals/ quasi judicial authorities situated in New Delhi.
  5. Severability. If any provision of this Agreement is deemed invalid or unenforceable for any reason, all other provisions of the Agreement remain in force.

[End of Agreement]

End User License Agreement (EULA)

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