End User License Agreement EULA
Wondersoft END-USER LICENSE AGREEMENT
This document is an electronic record in terms of the Information Technology Act, 2000 and rules there under force, and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000 from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures for validation, consent or acceptance.
This End-User License Agreement ("EULA" / “AGREEMENT”) is a legal agreement between you and/or your organization ("Licensee") (either an individual or an entity) and WONDERSOFT Private Limited ("WONDERSOFT" / “Licensor”), for the SOFTWARE, which includes program(s) (including any link-time and run-time modules), any hardware key that may be furnished, user documentation, and/or development documentation (including, but not limited to documentation on computer readable media), and may include "online" or electronic documentation. Licensee for this document shall include your organization and any staff/trainees employed by your organization who may be working on the Licensor’s software.
By purchasing, installing, copying, or otherwise using the SOFTWARE PRODUCT(S) (“SOFTWARE” / “PRODUCT”), you acknowledge that you have read this AGREEMENT and you agree to be bound by its terms and conditions. If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this AGREEMENT.
If you do not agree to any of the terms and conditions of this AGREEMENT or if you do not have the legal authority to bind the business and/or entity you are representing to any of the terms and conditions of this AGREEMENT, DO NOT INSTALL, COPY, USE, EVALUATE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE PRODUCT(S).
All SOFTWARE PRODUCT(S) is licensed, not sold.
1. Ownership. WONDERSOFT PRIVATE LIMITED (“WONDERSOFT”) owns all right, title, and interest in and to the Software, including all intellectual property rights therein. The Software is licensed, not sold. The structure, organisation and code of the Software are the valuable trade secrets and confidential information of WONDERSOFT. The Software is protected by copyright and other intellectual property laws and treaties, including, without limitation, the copyright laws of the India. The term “Software" does not refer to or include “Third-Party Software”. “Third-Party Software” means certain software licensed by WONDERSOFT from third parties that may be provided with the specific version of Software that you have licensed. The Third-Party Software is generally not governed by the terms set forth below but is subject to different terms and conditions imposed by the licensors of such Third-Party Software. The terms of your use of the Third-Party Software are subject to and governed by the respective license terms, except that this Section 1 and Sections 5 and 6 of this Agreement also govern your use of the Third-Party Software. The relevant licenses and/or notices for such Third-Party Software for the Software you have received pursuant to this EULA can be viewed at their official website or otherwise will be made available to you by WONDERSOFT. You agree to comply with the terms and conditions contained in all such Third-Party Software licenses with respect to the applicable Third-Party Software. Where applicable, the URLs for sites where you may obtain source code for the Third Party Software can be found at their official website or otherwise will be made available to you by WONDERSOFT, on request.
2. Product License. Subject to your compliance with the terms of this EULA, WONDERSOFT grants you a personal, non-exclusive, non-transferable, limited license to install and use one (1) copy of the Software on one (1) device residing on your premises, internally and only for the purposes described in the associated documentation. The Software may include components that enable you to link to and use certain services provided by third parties (“Third Party Services”). Your use of the Third Party Services is subject to your agreement with WONDERSOFT or the applicable third party service provider. Except as expressly stated herein, this EULA does not grant you any intellectual property rights in the Product. WONDERSOFT reserve all rights not expressly granted to you. There are no implied rights. The Software may only be used by you as a component of the Product, never as a stand-alone product, or used with any other product.
2.1 Software. You are also permitted to make a single copy of the Software strictly for backup and disaster recovery purposes. You will ensure that all copyright notices and legend of ownership contained in the Software is reproduced on all copies made by you. You may not alter or modify the Software or create a new installer for the Software.
3. Restrictions.
3.1 License to use the PRODUCT is limited to fulfilling Customer’s (Licensee’s) own internal business needs.
3.2 Licensee shall not itself, or through any affiliate, employee, consultant, contractor, agent, or other third party:
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sell, resell, distribute, host, lease, rent, license, or sublicense, in whole or in part, the Product;
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decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer, or otherwise attempt to derive Source Code, algorithms, tags, specifications, architecture, structure, or other elements of the Product, including the license keys, in whole or in part, for competitive purposes or otherwise;
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without WONDERSOFT’s written permission, provide or permit access to, divulge, or make available, for any reason, the Product to any third party;
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Link and use any Third-Party Software or applications to Product without the permission of WONDERSOFT
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write or develop any derivative works based upon or with reference to Product including, without limitation, reporting tools or user interfaces;
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Shall not, develop, market or sell any Competitive Product based on or derived in any way from the Product or from the benefits of know how resulting from access to or work with WONDERSOFT’s proprietary information and Source Code (hereinafter “Proprietary Information”).
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The term “benefits of know how” means information in non-tangible form, which may be retained by persons who have had access to the Proprietary Information, including ideas, concepts, know how or techniques contained therein.
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modify, update, adapt, translate, or otherwise make any changes whatsoever to the Product or any part thereof, or permit or provide access to the Product to allow any affiliate or third party to do so,
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shall not permit any third party, other than WONDERSOFT, without explicit permission of WONDERSOFT, to provide Support Services for the Product
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use the Product for fraud, misappropriation, infringements, and other illegal activities
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Shall not copy, in whole or in part, the Source Code of the Product materials and Documentation thereof
4. Updates. If you receive an update or an upgrade to, or a new version of, any Software (“Update”) you must possess a valid license to the previous version in order to use the Update. All Updates provided to you shall be subject to the terms and conditions of this EULA. If you receive an Update, you may continue to use the previous version(s) of the Software in your possession, custody or control. WONDERSOFT shall have no obligation to support the previous versions of the Software upon availability of an Update. WONDERSOFT has no obligation to provide support, maintenance, Updates or modifications under this EULA.
5. NO WARRANTY. THE SOFTWARE IS OFFERED ON AN “AS-IS” BASIS AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. WONDERSOFT EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WONDERSOFT DOES NOT PROVIDE THE THIRD-PARTY SERVICES AND MAKES NO WARRANTIES WITH RESPECT TO THE THIRD-PARTY SERVICES. YOUR USE OF THE THIRD-PARTY SERVICES IS AT YOUR RISK.
6. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WONDERSOFT OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT OR ANY PART OR COMPONENT THEREOF OR RELATED SERVICE OR ANY THIRD-PARTY SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF WONDERSOFT OR ITS LICENSORS, AND EVEN IF WONDERSOFT OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY.
7. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER, THE ENTIRE LIABILITY OF WONDERSOFT UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO, AND IN NO EVENT WILL WONDERSOFT’S TOTAL CUMULATIVE DAMAGES EXCEED, THE FEES PAID BY THE LICENSEE TO WONDERSOFT FOR THE PRODUCT license. ADDITIONALLY, IN NO EVENT SHALL WONDERSOFT’S LICENSORS BE LIABLE FOR ANY DAMAGES OF ANY KIND.
8. Privacy. WONDERSOFT’s collection, use and disclosure of personally identifiable information in connection with your use of the Product is governed by WONDERSOFT’s Privacy Policy.
9. Indemnification. By accepting the EULA, you agree to indemnify and otherwise hold harmless WONDERSOFT, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your use of the Product or any other matter relating to the Product, including, without limitation, use of any of the Third-Party Services.
10. Termination- Without prejudice to any other rights or remedies, WONDERSOFT will terminate this AGREEMENT upon your failure to comply with all the terms and conditions of this AGREEMENT. In such events, LICENSEE must destroy all copies of the PRODUCT(S) and all of its component parts including any related documentation, and must remove ANY and ALL use of WONDERSOFT intellectual property from any applications distributed by LICENSEE, whether in native, altered or compiled states.
11. Tax - WONDERSOFT may be required by local, state, or national government laws, to collect sales or use tax from you. If WONDERSOFT is not legally required to collect any applicable taxes at the time of purchase, you should confirm that your local, state, or national government does not impose any sales or use tax on electronically delivered software, you are entirely liable for any such sales or use tax.
12. Data Privacy and Security : WONDERSOFT will strive to comply with all applicable data privacy laws regarding privacy, confidentiality, data security. WONDERSOFT agrees that it will collect, process, use, and disclose Personal Data of the Customer, only as directed by Customer or required for providing the Deliverables and Services and acknowledges that such data is and will remain the exclusive property of Customer. Upon termination of this Agreement, or upon request by Customer, WONDERSOFT shall immediately cease to process Customer Personal Data and shall promptly destroy the same, in accordance with the instructions given by Customer at that time.