End User License Agreement Contract

Published on: 4th May, 2020

End User License Agreement

This End User License Agreement is a contract between Precise Testing Solution Pvt. Ltd (address: D-385, 2nd floor, Sector-10, Noida-201301 India) (hereinafter referred to as Company) and you (hereinafter referred to as User) regarding the use of Company’s GPS time tracker, further described at [URL] the “Licensed Software”.

By clicking, “I accept” or by installing, copying, or using the Licensed Software, User agrees to be bound by the terms of this agreement.

You must be 13 years or older to use this Service. You must provide a valid email address, and any other required information to complete the sign-up process. You are responsible for maintaining the privacy and security of your account. One company or individual may not maintain more than one free account.

Definitions

“Scopidea”means a product of precise testing solution. Scopidea end-user license agreement is a legal agreement between Scopidea and End User who is using the software. If you do not agree to be bound by these terms, then don’t use this software.

“Confidential Information” means all material, non-public, business-related information, written or oral, whether or not it is marked as confidential, that is disclosed or made available to the recipient, directly or indirectly, through any means of communication or observation by the disclosing party or any of its affiliates or representatives.

“Intellectual Property” means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

“Law” means

(a) any law (including the common law), statute, bylaw, rule, regulation, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any governmental authority having the force of law.

“Permits” means all material licenses, consents, franchises, permits, certificates, approvals, and authorizations, from governmental authorities or third parties necessary for the ownership and operation of the party’s business.

“Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a government authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, stamp, value-added, and all other taxes of any kind for which a party may have any liability imposed by any government authority, whether disputed or not, any related charges, interest or penalties imposed by any government authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

License

License Grant. Company hereby grants to User a non-exclusive, revocable, non-sublicensable license to use the Licensed Software.

No Other Rights. Company reserves for itself all other rights and interest not explicitly granted under this agreement.

Trial, Evaluation, and Beta. If this Agreement is for a trial, evaluation, or beta license, the licenses granted herein will terminate upon the expiration or cancellation of the trial, beta, or evaluation period or when the Services are no longer available. User may use the Services only for the duration of the trial or evaluation period. All such licenses are limited to one per customer per promotion, beta test or Trail use.

Permitted Uses. User may install and use the Licensed Software solely for User’s personal and/orcommercial internal business use.

Restricted Uses. User may notdistribute, license, loan, or sell the Licensed Software or other content contained or displayed in it,modify, alter, or create any derivative works of the Licensed Software,reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Licensed Software, orremove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Licensed Software.

Support and Maintenance. Company will not have any obligation to provide User with any support, maintenance, or other services.For Paid User,we will provide support according toCompany’sTerms&Conditions.

Updates

Right to Updates. User may choose to use any updates or upgrades (collectively, “Updates”) Company provides to the Licensed Software, but only if they have a license to use the previous version of the Licensed Software.

License to Updates. Unless Company provides other terms in writing, User’s installation and use of any update will be subject to this agreement.

Right to Charge for Updates. If User chooses to use an Update, Company may charge User for the use and installation of that Update.

Use of Previous Versions. User may continue to use the previous versions of the Licensed Software subject to the terms of this agreement, provided that the Update and the previous version are installed on the same computers.

No Transfer of Previous Versions. User may not transfer the previous version to a third party.

No Support Obligations for Previous Versions. Company will have no obligations to support previous versions of the Licensed Software.

Activation. The Software may require you to take certain steps to activate your Software or validate your subscription. Failure to activate or register the Software, validate the subscription, or a determination by us of fraudulent or unauthorized use of the Software may result in reduced functionality, inoperability of the Software, or a termination or suspension of the subscription. 

  1. License Fees. User will pay Company the license fee as per listed plan & Pricing Page (the “License Fee”).Company can change plan and Pricing without any prior Notice.
    1. License Fee Paid online through Company platform, in Full. User will pay the License Fee to Company. starting day of License (paid plan) is 12 May, so after 30 day paid is due.
  2. Taxes. Payment amounts under this agreement do not include Taxes. User will pay all Taxes applicable to payments between the parties under this agreement. 
  3. ConsequenceforPayment Breach. Company has right to restrict access of website,app and data and Company have right to delete data without notification.
  • Term. This agreement begins on the Effective Date and will continue until terminated (the “Term”).

No Warranty

“As-Is”. The Licensed Software is provided “as is,” with all faults, defects, bugs, and errors.

No Warranty. Unless otherwise listed in this agreement,Company does not make any warranty regarding the Licensed Software, which includes thatCompany disclaims to the fullest extent authorized by Law any and all other warranties, whether express or implied, including any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.

Licensed Software Ownership. Licensor will retain all ownership of the Software and all intellectual property rights in it.

Title. You acknowledge that no title to the intellectual property in the Product is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Product shall remain that of Company and/or the companies providing content.

Non-Infringement

No Infringement. The Licensed Software does not infringe the Intellectual Property rights or other rights of any third party.

Not in Public Domain. The Licensed Software is not in the public domain.

Third PartySoftware

Acknowledgement of Third-Party Software. User hereby acknowledges that the Licensed Software might contain third party software that require additional notices or are subject to additional terms and conditions.

Third Party Software Terms. If Company does include third party software in the Licensed Software,Company shall post any additional the notices and terms and conditions on Company’s website at [URL], andthose terms and conditions are hereby incorporated into this agreement.

ConflictingTerms. If there are any conflicts between this agreement and the additional terms or conditions governing third party software, those additional terms and conditions will control in connection with third party software.

User Data

Collect and Use of Data. Company may collect and use technical information gathered as part of its marketing,maintenance, support, and training services, only for the purpose of improving its products and services.

Non-Disclosure. Company will not disclose this any of this information in a form that personally identifies User or User ‘s clients.

Government End Users

All Other Terms Apply. All other terms and conditions of this agreement otherwise apply.

  • Export Control Laws. Each party shall obtain all Permits necessary to and otherwise comply with all Laws on export control applicable to this agreement and all transactions contemplated under this agreement.
  • Confidentiality 
    • Confidentiality Obligation. The receiving party will hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.
    • Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreementand solely for the purpose.
    • Non-Disclosure. The receiving party will not disclose Confidential Information to a third party without the disclosing party’s written consent.
    • No Copies or Recording. The receiving party may not copy, record, or otherwise reproduce the Confidential Information without the disclosing party’s written consent.

Monitoring. Company has no obligation, but reserves the right, to monitor and review your account information and history and the content and materials uploaded by you or others in the Software for the purpose of determining compliance with this Agreement or to detect illegal activity.

Termination

Termination by Company. Company may terminate this agreementwith immediate effect if Users breaches any part of this agreement.

Termination by User.User may terminate this agreement if you uninstall, discontinue use of, and destroy your copies of the Licensed Software, effective when User delivers notice that it has done so.

  • Effect of Termination
    • Termination of Obligations. On the expiration or termination of this agreement, each party’s rights and obligations under this agreement will cease immediately.
    • Payment Obligations. On the expiration or termination of this agreement, each party willpay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred.

Indemnification

Indemnification by User. User (as an indemnifying party) shall indemnify Company (as anindemnified party) against all losses and expenses in connection with any proceeding arising out ofUser’s use of the Software, andUser’s unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party’s Intellectual Property rights, 

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party’s willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shallnotify the indemnifying party of the indemnifiable proceeding, anddeliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.

  • Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.
  • General Provisions
    • Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,
      • represent the final expression of the parties’ intent relating to the subject matter of this agreement,
      • contain all the terms the parties agreed to relating to the subject matter, and
      • replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.
    • Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.
    • Notices
      • Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax, or (v) electronic mail to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.
      • Receipt of Notice. A notice given under this agreement will be effective on
        • the other party’s receipt of it, or
        • if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it. 
    • Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
    • Governing Law and Consent to Jurisdiction and Venue
      • Governing Law. This agreement, and any dispute arising out of the SUBJECT MATTER OF THE AGREEMENT, shall be governed by the laws of the State of Uttar Pradesh,India.
      • Consent to Jurisdiction. Each party hereby irrevocably consents to the exclusivejurisdiction and venue of any Uttar Pradesh, Indiancourt located within Noida County, State of Uttar Pradesh,India, in connection with any matter arising out of this agreement or the transactions contemplated under this agreement.
      • Consent to Service. Each party hereby irrevocably
        • agrees that process may be served on it in any manner authorized by the Laws of the India, and 
        • waives any objection which it might otherwise have to service of process under the Laws of the India.
    • Equitable Relief
      • Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under this agreement would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.
      • Intent to Allow for EquitableRemedies.Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.
    • Interpretation
      • Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
      • Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.
      • Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.
      • Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. GMT +5:30 Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. GMT +5:30 Time on the next Business Day.
    • Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of this agreement will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of this agreement.
    • Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
      •  beyond the reasonable control of a party,
      •  materially affects the performance of any of its obligations under this agreement, and
      •  could not reasonably have been foreseen or provided against, butwill not be excused for failure or delay resulting from only general economic conditions or other general market effects.