AppReview360.ai - Terms and Conditions

AppReview360.ai End User License Agreement

Effective as of: The agreement acceptance date

Table of Contents

1. General Terms

This End User Licence Agreement along with all materials referenced herein (the "Agreement") is made and entered into as of the Effective Date (The agreement accepted date -- digital / printed version) by and between HARD N SOFT TECHNOLOGIES PRIVATE LIMITED ("HnS") and the company represented by the individual accepting this Agreement on the company's behalf or the individual if not acting for a company ("Licensee") (each a "Party" and, collectively, the "Parties").

This End User Licence Agreement covers any licensing of the application / service "AppReview360.ai".

HnS provides the application / service to the Licensee subject to the terms and conditions of this Agreement. This Agreement governs the Licensee's use of the application / service. The application / service is licensed as a product package and may include other products distributed with the application / service ("Other HnS applications / services"). Licensee is authorized to use such Other HnS applications / services only in association with the licensed use of the AppReview360.ai under this Agreement and as set out in the PoE. The Other HnS applications / services may not be used for any other purpose. You are not authorized to transfer or remarket AppReview360.ai and / or Other HnS applications / services in the package.

LICENSEE MUST READ THIS AGREEMENT CAREFULLY BEFORE INDICATING ACCEPTANCE. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN ″ACCEPT″ BUTTON, OR OTHERWISE USING THE PROGRAM, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. ANY AND ALL PERSONAL INFORMATION OBTAINED FROM LICENSEE BY HNS RELATING TO THIS AGREEMENT AND APPLICATION / SERVICE IS SUBJECT TO HNS APPREVIEW360.AI'S PRIVACY POLICY, AND LICENSEE AGREES TO THE TERMS AND CONDITIONS OF SUCH PRIVACY POLICY BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN ″ACCEPT″ BUTTON, OR OTHERWISE USING THE APPLICATION / SERVICE.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS.

IF LICENSEE DOES NOT AGREE TO ANY OF THESE TERMS, INCLUDING THE PRIVACY POLICY:

  • DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN ″ACCEPT″ BUTTON, OR USE THE APPLICATION / SERVICE; AND
  • PROMPTLY RETURN THE UNUSED MEDIA, DOCUMENTATION, AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM IT WAS OBTAINED.

2. Definitions

"Agreement" - this End User Licence Agreement and all schedules and amendments hereto, including the Licence Information, Software Support Agreement (where relevant) and the Proof of Entitlement. In the event of a conflict between the documents, the order of preference is Proof of Entitlement, followed by End User Licence Agreement and all schedules.

"Authorised Use" - the specified level at which Licensee is authorised to execute or use the Application / Service. That level may be measured by number of users, service units, target environments or other level of use specified by HnS as detailed in the PoE.

"Authorised User" - means a unit of measure by which the Application / Service can be licensed. An Authorized User is a unique person who is given access to the Application / Service.

"Confidential Information" - means this Agreement along with other proprietary or confidential information that each party may have access to or disclose during this Agreement providing it is marked as confidential by the disclosing party, and the content enabled by a user's access to the Application / Service, Intellectual Property Rights and any information that is marked as confidential or proprietary.

"Effective Date" - the date the Licensee accepted this Agreement which, unless accepted earlier, shall be the date the Application / Service is first accessed by the Licensee.

"Eligible Product" - means commercially available HnS Programs, Applications, Services and Support

"Intellectual Property Rights" - means copyrights, registered designs, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights applications for any of the above, rights to extract data, trade secrets, rights of confidence and all other similar rights recognised in any part of the world.

"Proof of Entitlement" (or "PoE") - evidence of Licensee's Authorised Use when supported by a matching paid invoice or receipt. The PoE is also evidence of Licensee's eligibility for any warranty, future update prices, and potential special or promotional opportunities. If HnS does not provide Licensee with a PoE, then HnS may accept as the PoE the original paid sales receipt or other sales record from the party (either HnS or its reseller) from whom Licensee obtained the Application / Service, provided that it specifies the Application / Service name and its Authorised Use.

"Subscription" - means Licensee access to the most current commercially available version, release, or update of the Program for the period set out in the POE

"Support" - access to electronic mail, telephone or onsite assistance to enable the use of the Application / Service as set out in the POE for the period set out in the POE

"Trial Period" - means a specific number of calendar days, as set out in the Proof of Entitlement, from the Effective Date in which HnS permit Licensee to trial the Application / Service.

3. Agreement Structure

This Agreement is the complete agreement between Licensee and HnS regarding the use of the Application / Service and access to Support. It replaces any prior oral or written communications between Licensee and HnS concerning Licensee's use of the Application / Service. To the extent of any conflict, this Agreement and the PoE prevails over the terms of the Licence Information.

4. License Grant

The Application / Service and all intellectual property rights therein is owned by HnS and is copyrighted and licensed to the Licensee, not sold. HnS grants Licensee a non-exclusive, royalty-free, non-transferable, perpetual, revocable licence to:

  1. use and access the Application / Service and any modified or replacement versions as made available from time to time solely for the Authorised Use specified in the PoE;
  2. Licensee ensures that anyone who uses the Application / Service (accessed either locally or remotely):
    1. does so only on Licensee's behalf and
    2. complies with the terms of this Agreement;
  3. Licensee will not use, copy, modify, make derivative works or distribute the Application / Service other than as expressly permitted in this Agreement;
  4. Licensee will not reverse assemble, reverse compile, otherwise translate, or reverse engineer the Application / Service, except as expressly permitted by law without the possibility of contractual waiver;
  5. Licensee will not reverse engineer or access the Application / Service in order to:
    1. build a competitive application or service,
    2. build a product using similar ideas, features, functions, content or graphics of the Application / Service or
    3. copy any ideas, features, functions or graphics of the Application / Service (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties);
  6. Licensee will not use any of the Application / Service's components, files, modules, audio-visual content, or related licensed materials separately from that Application / Service;
  7. Except as expressly provided in this Agreement, Licensee shall not licence, sublicense, sell, resell, transfer, assign, distribute, rent, lease or otherwise commercially exploit or make available to any third party the Application / Service in any way;
  8. Except as expressly provided in this Agreement, Licensee does not have any rights or ownership, either express or implied, in:
    1. the Application / Service;
    2. any source or object code generated by the Application / Service or
    3. any Intellectual Property Rights in the Application / Service, any code generated for the Application / Service, or any HnS materials;
  9. Except as expressly provided in this Agreement, Licensee will not copy, reproduce, republish, upload, post, transmit, or distribute the Application / Service, or any portion thereof, or facilitate or permit Licensee's employees or third parties to do so;
  10. Licensee will not attempt to access any systems, programs, Applications, Service or data of HnS that are not licensed to them, or otherwise made available by HnS for public use; and
  11. Licensee will not delete or in any manner alter any HnS trademark notices, disclaimers or other legends contained in the Application / Service or appearing on any screens, documents, reports, numeric results or other materials obtained by Licensee through use of the Application / Service.

Under the licence, Licensee may print out, or otherwise make, printed or electronic copies of the reports, numeric results and other information generated from Licensee's access and use of the Application / Service. In the course of using the Application / Service, Licensee may process its own data or data provided by HnS and retain the benefit of such processing but HnS shall have no liability whatsoever for any errors or defects therein, or for any impact they may have upon Licensee or Licensee's business. This licence applies to each copy of the Application / Service that Licensee makes / uses.

The following activities are prohibited:

  1. Using the Application for illegal activities, including infringement of intellectual property rights.
  2. Harvesting personal data in violation of applicable laws.

5. Calculating the level of Authorised Use for licensing

It is the Licensee's responsibility to ensure that they have purchased the appropriate entitlements and license for the level of Authorised Use. The method of Authorised Use and entitlement is confirmed within the PoE.

6. Subscription and Payment

Access to the Application / Service is provided on a subscription basis, with all applicable fees outlined in the PoE. Failure to pay fees may result in suspension or termination of access.

7. Term and Termination

This Agreement will commence on the Effective Date and remain in force and effective until terminated. HnS may immediately terminate Licensee's licence if Licensee fails to comply with any material provision of this Agreement or otherwise materially breaches this Agreement. This Agreement may also be terminated immediately by either Party on giving notice in writing to the other if:

  1. the other Party shall have a receiver or administrative receiver appointed or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction);
  2. a court of competent jurisdiction shall make an order to that effect;
  3. the other Party shall become subject to an administration order;
  4. the other Party shall enter into any voluntary arrangement with its creditors;
  5. the other Party cease to carry on business;
  6. the other Party breaches any material provision of this Agreement which is not capable of remedy.

8. Effect of Termination

If the licence is terminated for any reason by either Party, Licensee agrees to promptly discontinue use of and destroy all of Licensee's copies of the Application / Service. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination. On termination of this Agreement, all rights (including the licence granted to Licensee under clause License Grant of this Agreement will cease. Termination will have no effect on Licensee's obligation to pay for any services rendered prior to termination. The terms of clauses "Definition (Interpretation)", "Term and Termination", "Limitation of Liability", "Intellectual Property Rights", "Confidentiality", "General" shall survive any expiration or termination of this Agreement.

9. Charges

Charges are based on compliance with the Authorised Use obtained, which is specified in the PoE. HnS does not give credits or refunds for charges already due or paid, except as specified elsewhere in this Agreement. If Licensee wishes to increase its Authorised Use, Licensee must notify HnS in advance and pay any applicable charges.

10. Taxes

If any authority imposes on the Application / Service a duty, tax, levy, or fee, excluding those based on HnS's net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Application / Service from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Application / Service outside the country in which the original Licensee was granted the license, then Licensee agrees that it is responsible for, and will pay, any amount imposed.

11. Application / Service Transfer

Licensee may not transfer the Application / Service or any of the Licensee's licence rights and obligations to another party except with the express written permission of HnS. If the licence is terminated for any reason by either Party, Licensee is prohibited from transferring the Application / Service to another party. Licensee may not transfer a portion of:

  1. the Application / Service or
  2. the Application / Service's Authorised Use.

If the Licensee has obtained agreement from HnS to transfer the License, the Licensee must also transfer a hard copy of this Agreement, including the LI and PoE. Immediately after the transfer, Licensee's licence terminates.

12. Warranty and Exclusions

HnS warrants to Licensee for the Warranty Period that the Application / Service, when used in its specified operating environment, will conform to its specifications. The Application / Service's specifications, and specified operating environment information, can be found in documentation accompanying the Application / Service (such as a read-me file / help file) or other information published by HnS (such as an announcement letter). Licensee agrees that such documentation and other Application / Service content may be supplied only in the English language, unless otherwise required by local law without the possibility of contractual waiver or limitation. The warranty applies only to the unmodified portion of the Application / Service. Licensee is responsible for the results obtained from the use of the Application / Service. During the Warranty Period, HnS provides Licensee with access to HnS databases containing information on known Application / Service defects, defect corrections, restrictions, and bypasses at no additional charge.

If the Application / Service does not function as warranted during the Warranty Period and the problem cannot be resolved with information available in the HnS databases, Licensee may notify HnS in writing and HnS will correct or replace the Application / Service (at HnS's option). Any items provided as replacement under the terms of this warranty will be warranted for the remainder of the original Warranty Period.

IN ADDITION TO THE MATTERS CONTAINED ABOVE:

  1. THE APPLICATION / SERVICE IS PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HNS DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS OF ANY KIND, EXPRESS (UNLESS SET OUT HEREIN) OR IMPLIED, REGARDING THE APPLICATION / SERVICE OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND ACCURACY;
  2. HNS DOES NOT WARRANT THAT THE APPLICATION / SERVICE IS OR WILL BE ACCURATE, FREE FROM DEFECTS, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER APPLICATION / SERVICE LIMITATIONS;
  3. LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS; HNS DISCLAIMS AND MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE PORTFOLIOS, SECURITIES, REPORTS, DATA, SCORES, RESULTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY LICENSEE FROM ACCESSING AND/OR USING THE APPLICATION / SERVICE OR OTHERWISE RESULTING FROM THIS AGREEMENT; AND
  4. LICENSEE SHALL USE THE APPLICATION / SERVICE AT ITS OWN RISK AND IN NO EVENT SHALL HNS BE LIABLE TO LICENSEE FOR ANY LOSS OR DAMAGE OF ANY KIND (EXCEPT ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW) ARISING FROM LICENSEE'S USE OF OR INABILITY TO USE THE APPLICATION / SERVICE OR FROM FAULTS OR DEFECTS IN THE APPLICATION / SERVICE WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE.

THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD HNS HARMLESS FROM ANY LOSSES, LIABILITIES, DAMAGES, ACTIONS, CLAIMS OR EXPENSES (INCLUDING LEGAL FEES AND COURT COSTS) ARISING OR RESULTING FROM LICENSEE'S BREACH OF ANY TERM OF THIS AGREEMENT OR CAUSED BY ACTS OR OMISSIONS PERFORMED BY LICENSEE.

13. Licensee Data and Databases

To assist Licensee in isolating the cause of a problem with the application / service, HnS may request that Licensee:

  1. allow HnS to remotely access Licensee's system or
  2. send Licensee information or system data to HnS. In any event, HnS uses information about errors and problems to improve its products and services, and assist with its provision of related support offerings. For these purposes, HnS may use HnS entities and subcontractors (including in one or more countries other than the one in which Licensee is located), and Licensee authorises HnS to do so.

Licensee remains responsible for:

  1. any data and the content of any database Licensee makes available to HnS,
  2. the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data, and
  3. backup and recovery of any database and any stored data. Licensee will not send or provide HnS access to any personally-identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that HnS may incur relating to any such information mistakenly provided to HnS or the loss or disclosure of such information by HnS, including those arising out of any third-party claims.

14. Limitation of Liability

HnS expressly disclaims any liability, whether expressed or implied with regard to

  1. Defects and errors, which are not related to the Software / application / service, but which are related to external factors, including other software products / applications / services of the Licensee,
  2. Acts or omissions of the Partners of HnS
  3. The interaction between the application / service and any other hardware and/or software environment and organization at the Licensee's location or at any remote location, including but not limited to hosting or data centres
  4. Errors, defects, and inexpediency of third-party's standard products, delivered by HnS the Licensee's changes and/or modifications in or with the application / service, and
  5. Compatibility between the application / service and any new version, update etc. of third-party's software.

HnS shall not in any way be liable for circumstances related to the non-fulfilment of the Licensee's duties in respect of this Agreement. In no event shall HnS be held liable for any damage resulting from loss of data, loss of profits or goodwill or other consequential damages. HnS\'s liability can under no circumstances exceed the license fee paid by the Licensee under the Agreement excluding any update fee paid.

15. Compliance Verification

For purposes of this Section Compliance Verification, ″EULA Program Terms″ means:

  1. this Agreement and applicable amendments and transaction documents provided by HnS, the rights and obligations set forth will remain in effect during the period the application / service is licensed to Licensee, and for one year thereafter.

14. Compliance Verification

For purposes of this Section Compliance Verification, "EULA Program Terms" means:

  1. this Agreement and applicable amendments and transaction documents provided by HnS, the rights and obligations set forth will remain in effect during the period the application / service is licensed to Licensee, and for one year thereafter.

15. Verification Process

Licensee agrees to create, retain, and subject to HnS's auditors (if applicable) entering into a confidentiality agreement with the Licensee (in a form that is acceptable to the Licensee), provide to HnS and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Licensee's use of application / service is in compliance with the EULA Terms, including, without limitation, all of HnS's applicable licensing and pricing qualification terms.

Licensee is responsible for:

  1. ensuring that it does not exceed its Authorised Use, and
  2. remaining in compliance with EULA Terms. Upon reasonable notice, HnS may verify Licensee's compliance with EULA Terms at all sites and for all environments in which Licensee uses (for any purpose) application / service subject to EULA Terms. Such verification will be conducted in a manner that minimises disruption to Licensee's business, and may be conducted on Licensee's premises, during normal business hours. HnS may use an independent auditor to assist with such verification, provided HnS has a written confidentiality agreement in place with such auditor.

15.1. Resolution

HnS will notify Licensee in writing if any such verification indicates that Licensee has used the application / service in excess of its Authorised Use or is otherwise not in compliance with the EULA Terms. Licensee agrees to promptly pay directly to HnS the charges that HnS specifies in an invoice for:

  1. any such excess use,
  2. support for such excess use and
  3. any additional related charges and other related liabilities determined as a result of such verification or incurred in order to prove excess use or non-compliance. The charges payable will be based on HnS's latest list price for the usage of the application / service or an Enterprise license if usage has not been provided despite request by HnS.

16. Third Party Notices

The application / service may include third party code that HnS, not the third party, licenses to Licensee under this Agreement. Notices, if any, for the third-party code ("Third Party Notices") are included for Licensee's information only. These notices can be found in the application / service's Notice file(s) / folder. Information on how to obtain source code for certain third-party code can be found in the Third Party Notices. If in the Third Party Notices HnS identifies third party code as "Modifiable Third-Party Code," HnS authorises Licensee to:

  1. modify the Modifiable Third-Party Code and
  2. reverse engineer the application / service modules that directly interface with the Modifiable Third-Party Code provided that it is only for the purpose of debugging Licensee's modifications to such third-party code. HnS's service and support obligations, if any, apply only to the unmodified Program.

17. Intellectual Property Rights

HNS OR ITS LICENSORS OWN ALL RIGHTS, TITLE AND INTERESTS IN THE APPLICATION / SERVICE INCLUDING TRADE SECRETS, AND INTELLECTUAL PROPERTY RIGHTS, AND THE APPLICATION / SERVICE SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF HNS OR ITS LICENSORS.

HNS AGREES AND UNDERSTANDS THAT ANY IDEAS, CONCEPTS, TECHNIQUES, DATA AND METADATA SUBMITTED BY LICENSEE FOR CUSTOMISATION OF THE APPLICATION / SERVICE EXCLUSIVELY FOR THE LICENSEE SHALL REMAIN THE SOLE AND EXCLUSIVE INTELLECTUAL PROPERTY OF LICENSEE

THIS AGREEMENT DOES NOT GRANT TO ANY PARTY A LICENCE TO USE ANY TRADE MARK, TRADE NAME, OR LOGO OF THE OTHER PARTY, AND EACH PARTY RECOGNISES THAT THE TRADE MARKS, TRADE NAMES AND LOGOS OF THE OTHER PARTY REPRESENT VALUABLE ASSETS OF THAT PARTY AND THAT SUBSTANTIAL RECOGNITION AND GOODWILL ARE ASSOCIATED WITH SUCH TRADE MARKS, TRADE NAMES, AND LOGOS. EACH PARTY HEREBY AGREES THAT IT SHALL NOT USE OR PERMIT ANY THIRD PARTY TO USE, AT ANY TIME, THE OTHER PARTY'S TRADE MARKS, TRADE NAMES, OR LOGOS EXCEPT FOR DISCLOSURE WITHIN FOR EXAMPLE MARKETING MATERIAL, TO CONFIRM EXISTENCE OF THE SUPPLIER/LICENSEE RELATIONSHIP BETWEEN THE PARTIES WITHOUT DISCLOSURE OF FURTHER COMMERCIAL DETAILS UNLESS SEPARATELY AGREED BETWEEN THE PARTIES.

EITHER PARTY MAY REQUEST CESSATION OF USE OF THEIR TRADE MARK, TRADE NAME OR LOGO BY THE OTHER PARTY BY WRITTEN NOTICE EXCEPT THAT IN ORDER FOR HNS TO PROVIDE ITS SERVICES TO THE LICENSEE IT CANNOT BE RESTRICTED FROM THEIR USE IN INTERNAL COMMUNICATION OR IN COMMUNICATION WITH ITS SERVICE PARTNERS FOR THE SOLE PURPOSE OF MEETING ITS COMMITMENTS TO THE LICENSEE. IF THIS CESSATION REQUEST HAS BEEN MADE, THE PARTIES AGREE THAT IT SHALL BE FORMALISED WITHIN THE NARRATIVE OF THE POE OR UPDATED POE TO BE BINDING ON THE PARTIES.

18. Hardware and Software Requirements

Licensee is solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software and communications services not owned or operated by or on behalf of HnS, that allow Licensee to access and use the application / service, and for all expenses relating thereto (plus any applicable taxes). Licensee agrees to access and use the application / service in accordance with any and all operating instructions or procedures that may be issued by HnS, and amended by HnS from time to time.

19. Confidentiality

  1. Each of the Parties hereby undertakes with the other to keep confidential all Confidential Information and make all relevant employees, agents and sub-contractors aware of the provisions of this clause.
  2. Exceptions - The provisions of clause 19.1 shall not apply to the whole or any part of the Confidential Information to the extent that it is:
    1. trivial or obvious;
    2. already in the other's possession without the duty of confidentiality on the date of its disclosure;
    3. in the public domain other than as a result of breach of this clause; and
    4. to the extent that disclosure of such information may be required by any governmental agency, law, court of competent jurisdiction or another appropriate regulatory body but the Party required to make a disclosure shall (to the extent permissible by law) use all reasonable endeavours to notify the other Party of such requirement prior to making the disclosure.

20. General

  1. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.
  2. For application / service and relevant documentation HnS provides to Licensee in tangible form, HnS shall fulfil its shipping and delivery obligations.
  3. If any provision of this Agreement is held by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable for any reason, then such part will be severed from the remainder of this Agreement, and the remaining provisions of this Agreement will continue to be valid and enforceable to the fullest extent permitted by law.
  4. Licensee agrees to comply with all applicable export and import laws and regulations, of India.
  5. Other than in the case of items for which immediate termination is allowed, each Party will allow the other reasonable opportunity (no less than thirty days, unless stated otherwise) to comply before it claims that the other has not met its obligations under this Agreement. The Parties will attempt in good faith to resolve all disputes, disagreements, or claims between the Parties relating to this Agreement.
  6. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation:
    1. neither Party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than one year after the cause of action arose; and
    2. upon the expiration of such time limit, any such claim and all respective rights related to the claim lapse.
  7. Force Majeure. Neither Party will be responsible for any failure to perform due to causes beyond its reasonable control, including acts of God, acts of terrorism, war, riot, embargoes, third party equipment failures, or telecommunications failures, acts of civil or military authorities, national disasters, strikes and the like.
  8. No right or cause of action for any third party is created by this Agreement, nor is HnS responsible for any third-party claims against Licensee, except as permitted in the Liability clause.
  9. In entering into this Agreement, neither Party is relying on any representation not specified in this Agreement, including but not limited to any representation concerning:
    1. the performance or function of the application / service, other than as expressly warranted in Section - Warranty and Exclusions above;
    2. the experiences or recommendations of other Parties; or
    3. any results or savings that Licensee may achieve.
  10. HnS has signed agreements with certain organizations (called "HnS Business Partners") to promote, market, and support certain Programs / Applications / Services. HnS Business Partners remain independent and separate from HnS. HnS is not responsible for the actions or statements of HnS Business Partners or obligations they have to Licensee.
  11. The licence and intellectual property indemnification terms of Licensee's other agreements with HnS do not apply to application / service licenses granted under this Agreement.
  12. No delay on the part of either Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise of such right or remedy.
  13. This Agreement and Licensee's rights, duties and obligations hereunder are personal to Licensee and Licensee may not assign its rights, delegate its duties or subcontract its rights without HnS's prior written consent in HnS's sole discretion. HnS may assign, transfer, delegate or grant all or any part of its rights pursuant to this Agreement to any person or entity. The Parties' rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.
  14. Where the Licensee intends to assign any of its rights under this Agreement, it must first notify HnS in writing giving a reasonable period of notice and confirming
    1. the identity of the proposed assignee; and
    2. the assignee's registered address.
  15. Following any assignment by the Licensee, the Licensee shall return all copies of the Product / Program / Application / Service and all supporting documentation to HnS, and shall allow HnS (or its representatives) such access as HnS (or its representative) requires to the Licensee's premises and systems to allow it to confirm that the Licensee has complied in all respects with this agreement.
  16. Upon request following an assignment, the Licensee will enter into an agreement guaranteeing the transferee's compliance with the terms of the Agreement and indemnifying HnS against all losses resulting from a breach of the Agreement by that transferee.
  17. Following an assignment, the transferee will be bound by all terms of this Agreement as if it were the Licensee and shall, upon HnS's request, execute a novation of this Agreement on substantially the same terms.
  18. Data Protection. Both Parties warrant that they will duly observe all their obligations under the Data Protection Act of India (2023) which arise in connection with this Agreement.
  19. Amendments. HnS reserves the right, at any time, to change the terms of this Agreement, including its privacy policy, by providing Licensee with notice of such changes. Any use of the application / service by Licensee after HnS's notification of any such changes shall constitute Licensee's acceptance of the Agreement as modified.
  20. Entire Agreement. This document is the entire Agreement between the Parties and supersedes all other agreements or arrangements, whether written or oral, express or implied (except in the case of fraud). Each Party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in the Agreement and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. Both Parties acknowledge and agree that the allocation of risk and liability contained in this Agreement is reasonable in all the circumstances having regard to all relevant factors including the nature of the services and the ability of both Parties to rely on their own respective insurance arrangements and other resources to bear or recover any loss or damage incurred for which Licensee are not liable.
  21. Injunctive Relief. Each Party acknowledges that a violation of clauses "Definition (Interpretation)", "Licence Grant", and "Intellectual Property Rights" of this Agreement would cause irreparable harm to the other Party for which damages alone would not be an adequate remedy. Each Party therefore agrees that, without prejudice to any other remedies available, the aggrieved Party shall be entitled to seek the granting of equitable relief (including without limitation injunctive relief) concerning the actual or threatened breach of clauses "Definition (Interpretation)", "Licence Grant", and "Intellectual Property Rights" of this Agreement. The prevailing Party shall be entitled to recover all costs and expenses, including reasonable legal fees incurred because of any such legal action.
  22. Contracts. This Agreement is enforceable only by Licensee and HnS and nothing in this Agreement confers or is to be deemed to confer a benefit on a person not a party to this Agreement. It is hereby agreed between the Parties that the Contracts shall not apply to this Agreement.
  23. Notices. All general questions or comments concerning this Agreement shall be discussed with HnS relationship manager although formal notices shall be submitted to HnS by Licensee via email / registered special delivery to HnS's corporate office address mentioned in the PoE. Such notice shall be deemed to have been given when received and signed for by HnS. All notices or changes to be given under this Agreement to Licensee shall be submitted by HnS via email / registered special delivery to Licensee, such notice shall be deemed to have been given by HnS upon the expiration of 96 hours after the email has been sent. HnS may issue changes to this Agreement with prior notice to Licensee and Licensee is advised to review such notices for updates to this Agreement prior to signing support renewals or additional license agreements.
  24. Audit. Licensee shall permit HnS or an independent certified accountant appointed by HnS subject to the independent certified accountant signing a confidentiality agreement access on 30 days written notice to Licensee's premises and Licensee's books of account and records in relation to the application / service and compliance with this Agreement at any time during normal business hours for the purpose of inspecting, auditing, verifying or monitoring the manner and performance of Licensee's obligations under this Agreement including without limitation the payment of all applicable licence fees. HnS shall not be able to exercise this right more than once in each calendar year. If an audit reveals that Licensee has underpaid fees to HnS, Licensee shall be invoiced for and shall pay to HnS within 30 days of the date of invoice an amount equal to the shortfall between the fees due and those paid by Licensee. If the amount of the underpayment exceeds 10% of the fees due or the audit reveals a violation of any licence restrictions pursuant to this End-User Licence Agreement then, without prejudice to HnS's other rights and remedies, Licensee shall also pay HnS's reasonable costs of conducting the audit.

21. AI Specific Usage Policies

  1. General AI Usage: Licensee agrees to use AI services according to ethical guidelines and applicable laws.
  2. Text Generation: Licensee acknowledges that text generated by AI may not be entirely accurate or contextually appropriate at all times. Licensee are responsible for reviewing and verifying the accuracy of AI-generated text before use, especially in critical. Furthermore, Licensee agrees not to use AI-generated text in a way that could mislead or deceive others about its origins or authenticity.

22. Knowledge Base Management

Over a period of time the knowledge accumulated by the operation of the Program / Application / service, can be put in a Knowledge Base, in such an event

  1. Access and Use: Licensee shall be provided access to the Knowledge Base ("Knowledge Base") as part of the Services provided under this Agreement. The Knowledge Base shall include but is not limited to documentation, FAQs, and user manuals specific to the Services provided.
  2. Contributions: Licensee may contribute to the Knowledge Base by submitting content that may be beneficial to other users. All contributions shall be accurate, and shall not infringe on any copyright, and comply with applicable law.
  3. Intellectual Property: All content provided in the Knowledge Base remains the intellectual property of the HnS, except for content specifically submitted by Licensee, which may remain the property of the Licensee as agreed upon in writing.
  4. Maintenance and Updates to Knowledge Base: HnS shall regularly update and maintain the Knowledge Base to ensure it remains relevant and useful to Licensee. Updates may include corrections, enhancements, and new additions as deemed necessary by HnS.
  5. Usage Monitoring: HnS may monitor usage patterns of the Knowledge Base to improve service delivery and user experience. However, HnS shall respect the privacy of the Licensee in accordance with the confidentiality terms of this Agreement.

23. Governing Law and Jurisdiction

23.1. Governing Law

Both Parties agree to the application of the laws of India to govern, interpret, and enforce all of Licensee's and HnS's respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of any specific country law principles in which the Licensee operates.

23.2. Jurisdiction

All rights, duties, and obligations are subject to the jurisdiction of the courts of Chennai, India.

By using our application or services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

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