This End-User License Agreement (the "License" or "Agreement") is between Wise Tech Labs Private Limited, a private limited company registered in India and having its registered address at B-70, Bhan Nagar, Queens Road, Jaipur - 302021, India. (hereinafter "WiseTechLabs") and the end user ("You").
By installing the WiseTechLabs Software and by marking the "I accept the terms of the License Agreement" checkbox, You are deemed to and do consent to be bound by and become a party to this License and You represent that You have the authority to enter into this Agreement. If You do not agree to be bound by all of the terms of this Agreement click the 'Cancel' button and do not install the WiseTechLabs Software. If You purchased a license to the WiseTechLabs Software on tangible or intangible media without the opportunity to review this License and You do not accept this Agreement, You may obtain a refund of the amount You originally paid if You (i) do not use the WiseTechLabs Software and (ii) return it to the vendor from which it was acquired, or to WiseTechLabs, together with proof of payment within thirty (30) days from the date of purchase. WiseTechLabs has no obligation to make or cause a refund if the vendor is not authorized by WiseTechLabs to sell or resell this License or to distribute the WiseTechLabs Software. For the purposes of this Agreement, "WiseTechLabs Software" shall mean the software displaying this License, any Upgrade thereof granted during the Term, Documentation and any Copies You are permitted to make under this Agreement, excluding Third Party Software. WiseTechLabs recommends that You keep a copy of this Agreement for Your records.
2. Grant of the License
Subject to the terms and conditions of this License, and subject to payment of applicable fees ("License Fee"), WiseTechLabs grants You a limited, personal, non-exclusive, non-transferable, non-sub-licensable and revocable license to install during the Term and solely for Your own private use, one (1) Copy of the WiseTechLabs Software and related written materials in either printed text or machine readable version (the "Documentation"). Any use of more copies of the WiseTechLabs Software than are licensed is prohibited. The license for the WiseTechLabs Software may not be shared by alternating use of the WiseTechLabs Software between different computers. Following expiry of the Term, You may keep one copy of the WiseTechLabs Software under the terms of the last License that You accepted. These limitations apply even if You receive the WiseTechLabs Software on multiple media (e.g. electronic download and CD). For the purposes of this Agreement, "Copy" shall include the original installation of the WiseTechLabs Software. You shall not allow and shall prevent others from making or obtaining copies of the WiseTechLabs Software.
3. License Restrictions
Unless specifically permitted in terms of this Agreement, You may not (i) copy, reproduce, change, modify, create a derivative work thereof, reverse compile or reverse engineer, disassemble, decompile or otherwise attempt to extract the source code or internal data of the WiseTechLabs Software or any part thereof; (ii) remove or in any way obscure any ownership or trademark notices on the WiseTechLabs Software; (iii) sublicense, sell, rent, lease, transfer, assign, display, host, outsource, disclose, distribute or otherwise commercially exploit the WiseTechLabs Software; (iv) circumvent any serial number or any other mechanism used or deployed by WiseTechLabs to protect the WiseTechLabs Software against unlicensed use, copying or distribution; (v) post or otherwise make available, the WiseTechLabs Software or any portion thereof, including the serial number, on the Internet or other publicly available forum; (vi) export or re-export the WiseTechLabs Software or any underlying information or technology in violation of the export laws of the United States, the European Community or any other applicable laws or regulations; or (vii) make any use of such WiseTechLabs Software in any way that violates any applicable law.
4. Licensed Copies and Networks
Any simultaneous storage, maintenance, or use of the WiseTechLabs Software is prohibited. You agree either to implement access security mechanisms to prevent simultaneous use or to pay an additional fee according to the number of users with access to a network enabling use of the WiseTechLabs Software by multiple computers simultaneously.
5. Upgrades and Content Updates
WiseTechLabs may provide You with Upgrades and/or Content Updates from time to time at no charge during the Term of this Agreement. For the purposes hereof, "Upgrade" means a new version of the WiseTechLabs Software containing technical modifications, updated information, altered functionality, or any other changes that are intended by WiseTechLabs to improve or to add to, delete or otherwise modify any aspect of the WiseTechLabs Software; and "Content Update" means an update of the content used by the WiseTechLabs Software that might need to be updated from time to time. Upgrades and/or Content Updates may be provided by WiseTechLabs via on-line services. The WiseTechLabs Software may automatically download and install Upgrades and/or Content Updates from time to time. You agree to receive such updates (and permit WiseTechLabs to deliver these to you) as part of your use of the WiseTechLabs Software. This License does not otherwise permit You to obtain and use Upgrades and/or Content Updates. Note: The WiseTechLabs Software may require Content Updates in order to work effectively.
6. Evaluation Copy
You may be granted an evaluation copy of the WiseTechLabs Software free of charge (the "Evaluation Copy"). Certain features and/or functionality of the WiseTechLabs Software may be locked or unavailable in the Evaluation Copy. In order to benefit from all features and functionality of the WiseTechLabs Software, You must pay the License Fee and input a valid serial number. Upon such actions being taken, the Evaluation Copy shall cease from being considered an Evaluation Copy and all the terms of this Agreement shall commence to apply in their entirety.
7. Activation and other Technological Measures
When You purchase a license You will be provided with a serial number. You must activate the WiseTechLabs Software by entering the serial number as prompted by such Software. There may be other technological measures, including enforcement technology, in the WiseTechLabs Software that are designed to prevent unlicensed or illegal use. You agree that WiseTechLabs may use these measures in its reasonable discretion.
8. Scan Results
Scans conducted with this software may detect computer issues that occur as a natural consequence of routine use of the Microsoft Windows Operating System or the MAC OSx, as well as other issues that could have a detrimental effect on the operation of your computer. In some instances, one or more issues identified in the scan may be harmless and will not damage the health, performance, or operation of the computer system. Certain computer issues may consistently reappear and thus will be repeatedly detected by the software. Scans conducted with this software may also detect one or more files that are harmless, the presence of which will not damage the health, performance, operation, or privacy of your computer system.
9. Intellectual Property Protection
The WiseTechLabs Software is protected by copyright, as well as other intellectual property laws both nationally and under international treaty provisions. Notwithstanding anything else, the WiseTechLabs Software is licensed and not sold. This License does not give You any intellectual property rights in the WiseTechLabs Software or any Third Party Software, and does not grant You any license, right or interest in any trade mark, trade name or service mark of WiseTechLabs or any other third party. WiseTechLabs owns and retains all right, title and interest in and to the WiseTechLabs Software, all Copies or portions of the WiseTechLabs Software, and any derivative works thereof.
10. Limited Warranty
The WiseTechLabs Software is provided to You under this License on an "as is" basis, without warranty or representation of any kind. The WiseTechLabs Software is provided as general purpose software and not for Your particular use. You accept that WiseTechLabs and its suppliers do not represent or warrant that the WiseTechLabs Software will meet Your requirements or be error or defect free or that any defects in the operation or functionality of the WiseTechLabs Software will be corrected. WiseTechLabs further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. Any implied warranties that cannot be excluded are limited to thirty (30) days or to the shortest period permitted by applicable law, whichever is the greater. Your use of the WiseTechLabs Software is at Your sole risk and You are responsible for any decisions made and actions taken based on the WiseTechLabs Software, irrespective of any recommendations offered by such Software. WiseTechLabs makes no representation regarding Third Party Software which may be accessed through or included with the WiseTechLabs Software.
11. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY/INSTITUTE, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL WiseTechLabs OR ITS SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PARTY BENEFICIARY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGE FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, COMPUTER FAILURE OR MALFUNCTION AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF, OR IN ANY WAY RELATED TO, THE USE OR THE INABILITY TO USE THE WiseTechLabs SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE IN CONNECTION WITH ANY ASPECT OF THIS SOFTWARE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, AND EVEN IF WiseTechLabs OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL LIABILITY OF WiseTechLabs OR ITS SUPPLIERS WHETHER IN TORT, CONTRACT OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE WiseTechLabs SOFTWARE ("LICENSE FEE"). YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK AND THAT THE LIMITATION SET FORTH IN THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES. Some jurisdictions do not allow the exclusion or limitation of liability, so the above limitations might not apply to You.
You will indemnify and hold WiseTechLabs harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to Your use of the WiseTechLabs Software. Your obligations under this section shall survive the expiration or termination of this Agreement.
14. Third Party Software
Other third party software may be distributed together with the WiseTechLabs Software (the "Third Party Software"). Any and all such Third Party Software may require notices and/or be subject to different license terms. Such required Third Party Software notices and license terms, if any, may be accessed in the folder titled "Third Party Terms" located in the application directory of the WiseTechLabs Software, or through the Third Party Software itself. By accepting this License Agreement, You are also accepting the license terms, if any, under which the Third Party Software is made available. You will not enter into a contractual relationship with WiseTechLabs regarding such Third Party Software and WiseTechLabs accepts no responsibility for Your use of same.
15. Term and Termination
The Term of this License is the term you specified in your order for the Software, or if you received the Software in combination with other hardware or software, the term specified by your supplier, from the date of purchase except with regards to an Evaluation Copy for which the default term shall be for so long as WiseTechLabs makes such Evaluation Copy available to You. At the end of the Term, You agree to de-install and destroy or permanently erase all but one copy of the WiseTechLabs Software within fifteen (15) days of termination or expiration. Following expiry of the Term, some features and functionality of the WiseTechLabs Software may cease to function or the WiseTechLabs Software may cease to function altogether. Notwithstanding the above, the License shall automatically terminate if You fail to comply with any of its terms, both during and following the Term of the License, without prejudice to the rights of WiseTechLabs to compensation for damages in terms of the applicable law. Immediately upon such termination, any license granted hereunder shall terminate and You shall immediately return to WiseTechLabs or destroy all Copies of the WiseTechLabs Software in Your possession. The terms of this Agreement which are intended to survive expiration or termination shall remain in effect.
WiseTechLabs may provide You with support services related to the WiseTechLabs Software. Any obligation WiseTechLabs may have to support the previous version of the WiseTechLabs Software ends upon the expiration of the Term or the termination of the License, whichever is the earlier. Support may not be available in the language in which the WiseTechLabs Software was acquired.
If Upgrades are granted, such Upgrades shall be accompanied by this or a new License. Such grant shall not extend the Term of the License granted hereunder. If the Upgrade is accompanied by a new License, and You do not accept the terms of such new License, You must notify WiseTechLabs within thirty (30) days of such grant. If You do so notify WiseTechLabs, Your agreement with WiseTechLabs shall continue to be governed by this or the last License that You accepted, until the end of the Term. Following expiry of the Term, if You renew Your license of the WiseTechLabs Software or You continue to pay Your License Fee, You will be deemed to have accepted the new license.
18. General Provisions
Any rights not expressly granted under this License are being reserved. This License is the entire agreement between You and WiseTechLabs with respect to this subject matter and supersedes any and all prior or contemporaneous oral or written agreements, representations, negotiations, any additional terms or other similar communication between the parties. If any part of this Agreement is found to be void, unenforceable or invalid, that part will be deemed stricken and will not affect the validity of the other License provisions. Failure by either party to enforce any provision of this License will not be deemed a waiver of future enforcement of that or any other provision. Indian law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. Jurisdiction over and venue of any suit arising out of or related to this agreement will be in the state courts located in Jaipur, Rajasthan, India.