KONNXT PRIVATE LIMITEDU72900WB2022PTC253943
135-N, KARUNAMOYEE GHAT RD REF-C.PYNE3/5/12KOLKATA WB 700082
End User License Agreement (“EULA”)
THIS END USER LICENSE Agreement (“Agreement”) is aconsensusbetween KONNXT PRIVATE LIMITED, (“Company,” “we,” “us” or “our”) andyou or the entity that you represent for the “BUZZ” digital Application(the“Software”). PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMSTHAT AFFECT YOU AND YOU’RE USE OF THE SOFTWARE. BY INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO BE BOUNDBY THETERMSOF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DONOT INSTALL, COPY, OR USE THE SOFTWARE. IF YOU ARE ACCESSINGOR USINGTHESOFTWARE ON BEHALF OF ANY ENTITY OR OTHERWISE IN PERFORMANCEOFSERVICES FOR ANY ENTITY, YOU REPRESENT AND WARRANT THAT YOUAREAUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF, THATACCEPTANCE OF THIS AGREEMENT AND USE OF THIS SOFTWARE WILLNOTVIOLATE ANY AGREEMENT YOU HAVE WITH SUCH ENTITY, ANDTHAT SUCHENTITY AGREES TO INDEMNIFY YOU AND COMPANY FOR VIOLATIONS OFTHISAGREEMENT. 1. SOFTWARE LICENSE
Subject to the terms and conditions of this Agreement and duringthetermof
this Agreement, the Company hereby grants you a non-exclusive, non-sublicensable, non-transferable license to [install and use] [stream, access, download and use] one copy of the Software in object code formonlyonasingle [personal computing device] [Mobile] [network server] solely tousetheservices made available by Company (the “Company Services”) for your
own personal or internal business use (the “Permitted Purpose”). Any Softwarethat updates, supplements or replaces the original Software is governedbythis Agreement unless separate license terms accompany suchupdate, supplement or replacement, in which case such separate terms will governinthe event of a conflict with this Agreement or as otherwise providedinsuchseparate terms.
- LICENSE LIMITATIONS
Section 1 states the entirety of your rights with respect to the Software, andwe reserve all rights not expressly granted to you in this Agreement. Withoutlimiting the foregoing, you will not do, or authorize or permit any thirdpartytodo, any of the following:
a) Distribute, sub-license, sell, assign, or otherwise transfer or makeavailable the Software;
b) Use the Software for any purpose other than the PermittedPurpose;
c) Reverse engineer, decompile, disassemble or otherwiseattempt todiscover or re-create the source code for the Software;
d) Modify, adapt, alter, improve or create any derivative works of theSoftware;
e) Connect the Software with any other online services or usetheSoftware in conjunction with other software or services not providedbyor permitted by Company [in connection with the Company Services];
f) Remove, circumvent or create or use any workaroundtoanycopyprotection or security feature in or relating to the Software; or
g) Remove, alter or obscure any copyright, trademark or other proprietaryrights notice on or in the Software. 3. OWNERSHIP AND CONFIDENTIALITY
The Software is licensed, not sold, to you. We or our licensors own all right, titleand interest in and to the Software, including all copyright, patent andother
intellectual property or other proprietary rights in the Software. Notitletoor
ownership of the Software or any associated intellectual propertyor
proprietary rights are transferred to you by this Agreement. You also acknowledge that when you download, install or use theSoftware, we have the right to automatically collect information on your useof theSoftware. We may also require that you provide informationregardingyourself in order to download, install or use the Software or certainfeatures. All information collected from you in connection with the Softwaremaybeused by us in compliance with our Privacy & Data recovery Policy [PROVIDELINK]. By your using, installing, downloading or providing information, you
consent to the Privacy Policy and our use of your information in compliancethereof. YOU ARE EXPRESSLY PROHIBITED FROM DISCLOSING THE SOFTWARE TOANYPERSON OR ENTITY OR PERMITTING ANY PERSON OR ENTITY ACCESS TOORUSEOF THE SOFTWARE OTHER THAN IN ACCORDANCE WITH THIS AGREEMENT. 4. INTELLECTUAL PROPERTY RIGHTS
You shall obtain no rights to the Software. The Company retains all intellectual
property rights to the Software, updates, documentation, andall dataenclosed in it, including, but not limited to, copyright, trademarks andother
rights, titles and interests in the Software. You are not permittedtopublishtheSoftware without the explicit, written consent of the Company. This alsoapplies to any documentation delivered by Company. You may not reverseengineer, decompile, or disassemble the Software except whenotherwiseallowed by mandatory statutory provisions. You shall always notifytheCompany in writing in advance of such acts. Upon an infringement of theCompany’s intellectual property rights, Company shall beentitledtoterminate this Agreement for cause with immediate effect. 5. DISCLAIMERS
THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE AND IS PROVIDEDONAN “AS IS” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTIESOF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY ANDITS LICENSORSDISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUTLIMITATION, IMPLIED. WARRANTIES OF MERCHANTABILITY, FITNESS FORAPARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMPANY DOESNOTREPRESENT OR WARRANT THAT THE SOFTWARE IS FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS OR THAT THE SOFTWARE WILL TRANSMIT DATAINASECURE MANNER. COMPANY AND ITS LICENSORS SHALL HAVE NOLIABILITYOFANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE. COMPANYAND ITS LICENSORS PROVIDES ANY WARRANTY OR REPRESENTATIONS OFANYKIND THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION, MEET ANYPERFORMANCE OR RELIABILITY STANDARDS, ACHIEVE ANY KINDOF INTENDEDPURPOSE, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEM, ORHAVEERRORS THAT CAN BE CORRECTED
Some jurisdictions do not allow the exclusion of implied warranties or
limitations on how long an implied warranty may last. To the extent that thoselaws apply to this Agreement, the exclusions and limitations set forthabovemay not apply. 6. INDEMNIFICATION
You will defend, indemnify and hold harmless Company andits affiliates,
independent contractors, service providers, suppliers, partners, resellers, distributors and consultants, and their respective directors, officers, employees and agents (collectively, the “Company Parties”) fromandagainst any third party claims, suits or actions and any resultingdamages, costs, liabilities and expenses (including, but not limited to, reasonableattorneys’ fees) arising out of or related to:
a) Your use of, or inability to use, the Software; or
b) Your violation of any terms of this Agreement. 7. LIMITATION OF LIABILITY
IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANYDIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHERDAMAGESOF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITSOR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDINGBUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISINGOUT OF ORINANYWAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, EVENIF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANYPARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDINGNEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITYOR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT ORTHESOFTWARE EXCEED THE COMPENSATION YOU HAVE PAID, IF ANY, TOCOMPANY FOR THE SOFTWARE. FURTHER YOU OR ANY ASSIGNEE – THE USER OF THE SOFTWARE SHALL ANDWILLBE THE SOLEY LIABLE AND RESPONSIBLE FOR ANY ACT OR OMMISSIONEXECUTED AND ANY ISSUE OR EVENT INCIDENTAL AND COSEQUENTALTOSUCH ACTIVITY THE COMPANY BEARS NO LIABILITY WHATSOEVER
Some jurisdictions do not allow the exclusion or limitation of certaindamages. To the extent that those laws apply to this Agreement, the exclusions andlimitations set forth above may not apply - TERMINATION
Company may terminate this Agreement at any time, with or without cause,
immediately upon notice to you. [Company may also discontinuetheCompany Services with which the Software is used, in whichcasethisAgreement will terminate automatically without notice to you.] Youmayterminate this Agreement [by cancelling your Company Services accountopened in connection with your use of the Software and] deletingall copiesof the Software in your possession or control. In the event of the terminationof
this Agreement for any reason:
a) The license granted to you in this Agreement will terminate;
b) Must immediately cease all use of the Software and destroyor eraseall copies of the Software in your possession or control; andc) Sections 3 (Ownership), 4 (Disclaimers), 5 (Indemnification), 6(Limitation of Liability), 7 (Termination), 8 (GoverningLaw;
Jurisdiction) and 9 (General) will survive any such termination. [Further, in the event the agreement governing your useof theCompany Services with which the Software is used is terminatedfor
any reason, this Agreement will terminate automaticallywithoutnotice to you.]
d) In the event the company finds any suspicious activity fromyour
part to have malicious act or intent causing any harmtootherseither physically or emotionally or physiologically, then it holds all
utmost rights to detach you from the software andall itsapplications and initiate subsequent legal action if necessary. 9. EVALUATION AND FEEDBACK
You will at your own risk and expense use reasonable efforts toprovideCompany with reasonable information and feedback (including, withoutlimitation, questions, comments, suggestions, or the like) regardingtheperformance, features, functionality and your overall experienceusingtheSoftware (“Feedback”) and will make yourself available to Companyonareasonable basis for this purpose. You will not provide any such Feedbacktoany third party without Company’s prior written consent in eachinstance. You hereby grant to Company an exclusive, royalty-free, irrevocable, perpetual worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute any suchFeedbackwithout limitation. Further, we will be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purposewhatsoever,
including, without limitation, developing, making, marketing, distributingandselling products and services incorporating such Feedback. Wewill havenoobligation to consider, use, return or preserve any Feedback youprovidetous. Any Feedback you provide to us may or may not betreatedconfidentially by us, and we will have no obligation or liability toyoufor theuse or disclosure of any Feedback. You should not to expect anycompensation of any kind from us with respect to your Feedback. 10.GOVERNING LAW; JURISDICTION
Unless expressly prohibited by local law, this Agreement is governedbythelaws of the State of India, without regard to any conflict of lawprinciplesto
the contrary. You hereby irrevocably consent to jurisdiction of thestateandcourts located in India with respect to any proceeding regardingthisAgreement or the Software. The 1980 UN Convention for the International
Sale of Goods or any successor thereto does not apply to this Agreement. You will not prosecute any action suit, proceeding or claimarisingunder or
by reason of this Agreement or the Software except in such courts. 11.GENERAL
a) Legal Compliance; Export Restrictions. You represent andwarrant that
I. You are not located in a country that is subject to aUNembargo, or that has been designated by the Indian government asa“terrorist supporting” country as per Financial IntelligenceUnit -India (FIU-IND) Ministry of Finance and UAPA Ministry of HomeAffairs; and
II. You are not listed on any Indian government’s list of prohibitedor
restricted parties. The Software and related technologyaresubject to applicable Indian export laws and regulations. Youmust comply with all applicable laws and regulations, includingwithout limitation all applicable India and international exportlaws and regulations, with respect to the Softwareandrelatedtechnology. Without limitation, you may not export, re-export or
otherwise transfer the Software or related technology, without aIndian government license:
To any person or entity on any United States export control
list;
To any country subject to a United States sanctions; or
For any prohibited end use
b) Severability. If any provision of this Agreement is held by acourt of
competent jurisdiction to be invalid, illegal, or unenforceable, theremainder of this Agreement will remain in full force andeffect, andthe remaining provisions will be amended to achieve as closelyaspossible the effect of the original term and all other provisions of thisAgreement will continue in full force. c) Assignment. You may not assign or otherwise transfer this Agreement, or assign, sublicense or otherwise transfer any of your rights under thisAgreement without the prior written consent of Company, andanyattempted assignment without such consent will be void.
d) Advocate’s Fees. In any action or proceeding to enforcerights under
this Agreement, the prevailing party will be entitled to recover costsand reasonable advocate’s fees.