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END USER LICENSE AGREEMENT

BY DOWNLOADING AND INSTALLING, COPYING OR OTHERWISE USING THE RAPID UX (“SOFTWARE”), IN PART OR FULL, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT ("EULA"). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE, AND YOU MAY RETURN THE UNUSED SOFTWARE TO THE VENDOR FROM WHICH YOU ACQUIRED IT OR DESTROY THE SOFTWARE PACKAGE YOU DOWNLOADED WITHIN THIRTY (30) DAYS AND REQUEST A REFUND OF THE LICENSE FEE (AFTER DEDUCTION OF APPLICABLE CHARGES), IF ANY, ALREADY PAID UPON SHOWING PROOF OF PAYMENT. "YOU" or “LICENSEE” MEANS THE NATURAL PERSON OR THE ENTITY THAT IS AGREEING TO BE BOUND BY THIS EULA, THEIR EMPLOYEES AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICES TO YOU. YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS

a) Affiliate” means any entity controlled by, controlling, or under common control with a party to this EULA. Control exists through ownership, directly or indirectly, of a majority of the outstanding equity capital and of the voting interests of the subject entity. If an entity ceases to meet these criteria, it will cease to be an Affiliate under this EULA;

b) Agreement” shall mean this Agreement along with its Annexures and shall include any subsequent written modifications and amendments thereto mutually agreed to in writing and signed by the Parties.

c) “Claim” means claims, suits, actions or proceedings brought against Licensee in a court of competent jurisdiction in a Covered Country by a third party which allege an infringement of the third party’s patent, copyright, or trade secret rights of which OT is aware existing under the laws of the Covered Countries;

d) “Confidential Information” shall mean any and every information including any proprietary information of a Party, including but not limited to the terms of this Agreement, commercial, technical and artistic information relating to such Party’s establishment, business, operation, maintenance, marketing and promoting of its own services and products, products, programming techniques, experimental work, Suppliers, clients, vendors, developments, inventions, technology, etc. Confidential Information will include all information (whether available in written, oral or machine-readable form) relating to the business or affairs of the Party, including (without limitation) information relating to existing or future systems, software, hardware, products and services, and those in development, and accompanying marketing plans, details of employees and business strategies, etc.

e) “Documentation” means explanatory materials in printed, electronic or online form accompanying the Software in English and other languages, if available.

f) “Intellectual Property” includes ideas, concepts, creations, discoveries, domain names, inventions, improvements, know how, trade or business secrets; patents, copyright (including all copyright in any designs and any moral rights), trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, algorithms, works of authorship, electronic codes, proprietary techniques and other confidential and proprietary information; in either printed or machine-readable form, whether or not copyrightable or patentable, or any written or verbal instructions or comments. It includes (i) all rights, title and interest under any statute or under common law including in any Intellectual Property or any similar rights, anywhere in the world, whether negotiable or not and whether registerable or not, (ii) any licenses, permissions and grants in any of the foregoing; (iii) applications for any of the foregoing and the right to apply for them in any part of the world and (iv) all extensions and renewals thereto.

g) “License Documents” means this EULA including any addenda or any other documents provided by User Ex setting out permitted uses of the Software;

h) “License Fees” means the non-refundable fees payable by Licensee to User Ex with respect to the granting of Software Licenses

i) "Software" means software products that are licensed to you under this EULA, including, but not limited to, any related components purchased or provided with the Software, application programming interfaces, associated media, printed materials, art work, online or electronic documentation, and any updates and maintenance releases thereto.

j) “Updates” are related to content of the Software, including, without limitation, all DATs, signature sets, policy updates, and database updates for the Software, and that are made generally available to customer base as a part of purchased Support and which are not separately priced or marketed by User Ex.

k) “Upgrade” means any and all improvements in the Software that are made generally available to User Ex customer base as part of purchased Support and which are not separately priced or marketed by User Ex.

2. OWNERSHIP OF SOFTWARE

a) All ownership, intellectual property and other rights and interests in the software remain solely with User Ex and this license does not grant any ownership to the licensee or its Affiliates.

b) Subject to the licenses granted herein to Licensee, User Ex and its licensors retain all rights, title and interest in and to the Products and all patent rights, trademarks, trade secrets, copyrights, and all other proprietary rights therein. User Ex and its licensors reserve all rights not expressly granted to Licensee hereunder. The only licenses granted hereunder are those expressly stated in this Agreement, and there are no implied licenses granted hereunder.

3. GRANT OF LICENSE

a) Subject to the terms and conditions of this Agreement, User Ex hereby grants to you a non-exclusive, non-transferable right to download, install, and access the Software solely for your own internal business operations.

b) This License shall have an initial term of 1 years from the Effective Date, and shall automatically be expired after 1 year terms. Once purchased this license can not be cancelled for one year. However UserEx will store the data even after expiry so as to facilitate access of prior data upon renewal of subscription.

c) UserEx retains the right to:

  1. remove any unsubscribed data which is older than 6 months.
  2. remove any user that breaches our terms & conditions
  3. remove any user that is not active for more than 6 months

d) The Software, including, without limitation, its object code and source code, whether or not provided to you, is strictly confidential to User Ex. User Ex (or its licensors) owns exclusively and reserves all right, title, and interest in and to the Software, including, without limitation, all intellectual property rights in and to the Software, except to the extent of the limited Software use license granted to you in this Agreement. This Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Software are transferred to you pursuant to this Agreement. You acknowledge and agree that the Software and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Software, all future Updates and Upgrades, and all other improvements, revisions, corrections, bug-fixes, hot-fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Software, all derivative works based upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of User Ex, having great commercial value to.

4. RESTRICTIONS ON USE

You may not, and you may not cause or allow any third party to:

  1. decompile, disassemble or reverse-engineer the Software; or create or recreate the source code for the Software;
  2. remove, erase, obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or Documentation; or fail to preserve all copyright and other proprietary notices in all copies of the Software and Documentation made by you;
  3. lease, lend, sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise;
  4. modify, adapt, tamper with, translate, or create derivative works of the Software or the Documentation; combine or merge any part of the Software or Documentation with or into any other software or documentation; or refer to or otherwise use the Software as part of any effort to develop software (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Software or to compete with User Ex;
  5. attempt to do any of the foregoing

5. TECHNICAL SUPPORT AND SOFTWARE MAINTENANCE

  1. UserEx will update the software as and when required.
  2. For any technical support, software user may send an email to info@rapidux.co. However, technical support is subject to nature of query and UserEx reserves the right not to provide any support.

6. WARRANITES AND DISCLAIMERS

a) User Ex warrants to Licensee that Software: will be free of all known viruses at the time of first delivery; and will perform substantially in accordance with its accompanying Documentation for 30 days from the date of first delivery. (Warranty Period).

b) In case of any breach of the above Limited Warranty, User Ex will:

  1. repair or replace the Software or
  2. if such repair or replacement would in opinion of User Ex be commercially unreasonable, upon receipt of your written representation and promise that you have removed all instances of the Software and will not use the Software, User Ex refund the price paid by you for the applicable Software.

c) Warranties do not apply to any breach caused by:

  1. any change to the Software, except where the changes were made by User Ex through Support Software;
  2. Licensee's failure to provide a suitable installation or operating environment for the Software;
  3. use of the Software on or caused by software, firmware, computer systems, data, technology or a hardware platform not approved by User Ex in writing;
  4. any telecommunications medium used by Licensee;
  5. failure of Licensee or user to comply with the Documentation; or
  6. failure of Licensee to report a warranty claim within the warranty period.

d) EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS SECTION, USER EX AND ITS LICENSORS MAKE NO REPRESENTATIONS AND DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES AND CONDITIONS, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ADEQUACY OF THE SOFTWARE TO PRODUCE A PARTICULAR RESULT.

e) EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND USER EX MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION. WITHOUT LIMITING THE FOREGOING, USER EX MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE AS TO THE SOFTWARE’S USE OR PERFORMANCE AND DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL-SAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS.

7. LIABILITY

a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, IN NO EVENT SHALL USER EX BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA OR INFORMATION, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE USER EX SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE USER EX SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (TORT, CONTRACT OR OTHERWISE) EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF USER EX HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.

b) NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT IN ANY WAY

  1. THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR
  2. YOUR LIABILITY FOR EXCESS USAGE OF AND/OR ANY BREACH OF INTELLECTUAL PROPERTY RIGHTS OF USER EX IN THE SOFTWARE.

c) THE LIMITATION OF LIABILITY IN THIS SECTION IS BASED ON THE FACT THAT END USERS USE THEIR COMPUTERS FOR DIFFERENT PURPOSES. THEREFORE, ONLY YOU CAN IMPLEMENT BACK-UP PLANS AND SAFEGUARDS APPROPRIATE TO YOUR NEEDS IN THE EVENT THAT AN ERROR IN THE SOFTWARE CAUSES COMPUTER PROBLEMS AND RELATED DATA LOSSES.

8. INTELLECTUAL PROPERTY INDEMNITY

a) User Ex will indemnify, and, at its election, defend, you against claims asserted against you in any suit or proceeding for direct patent or copyright infringement, or for trade secret misappropriation of User Ex, asserted against the Software, alone and not in combination with anything.

b) Notwithstanding anything else in this Agreement, User Ex has no obligation to indemnify or defend the following claims:

  1. those asserted against elements or features in, or operation of, the Software attributable in whole or in part to User Ex inclusion of technology given by you to User Ex, or in compliance with your designs, specifications or instructions, including inclusion of software supplied by you or included at your request;
  2. those asserted against the Software attributable in whole or in part to the modification of the Software by anyone other than User Ex, or against the use of the Software, where that use is contrary to its specification or instructions for use;
  3. those asserted against the combination of the Software with anything;
  4. those based on an allegation that the Software implements or complies with, in whole or in part, as shipped or when used, a Standard;
  5. those including an allegation that User Ex, you, or the Software indirectly infringes, including by inducing or contributing to another’s infringement;
  6. any claim (such as a counterclaim) that was made in response to a suit or proceeding first filed by you alleging patent infringement;
  7. those including an allegation that the Software complies, in whole or in part, as shipped or when used, with any media decoding, encoding, or transcoding technology (such as, for example, through use of an audio or video codec); and
  8. those asserting that you wilfully infringed.

c) Obligations under this Section are conditioned on your prompt written notice to User Ex of a claim and on your giving to User Ex the right to solely control and conduct the defence and any settlement of the claim. You must fully and timely cooperate with User Ex and provide User Ex with all reasonably requested authority, information and assistance. User Ex will not be responsible for any costs, expenses or compromise incurred or made by you without prior written consent of User Ex.

d) At its option, User Ex will solely control and conduct the defence and any settlement of indemnified claims. User Ex may, in its sole discretion and at its own expense:

  1. procure for you the right to continue using the Software;
  2. replace the Software with a non-infringing Software;
  3. modify the Software so that it becomes non-infringing; or
  4. upon your return of the Software to User Ex, refund the residual value of the purchase price paid by you for the infringing Software, depreciated using a straight-line method of depreciation over a ______ year period from the date of delivery of the Software to you.

e) The foregoing indemnity is personal to you. You may not assign, transfer or pass through this indemnity to any third party. You will notify all third parties that they must look solely to you for any indemnity for claims of infringement asserted against Software purchased from you.

9. TERM AND TERMINATION

a) Termination of this Agreement for any reason shall not affect (1) the obligations accruing prior to the effective date of termination; and (2) any obligations under above Sections all of which shall survive any termination or expiration of this Agreement.

b) This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from User Ex if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the User Ex Software and destroy all copies, full or partial, of the User Ex Software.

10. BOILERPLATE PROVISIONS

a) Confidentiality - Information exchanged under this EULA will be treated as confidential if identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment. Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under this EULA and may only be shared with employees, agents, or contractors with a need to know such information. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure during the period the information remains confidential or a trade secret. These obligations do not cover information that

  1. was known or becomes known to the receiving party without obligation of confidentiality;
  2. is independently developed by the receiving party or
  3. s required to be disclosed by law or a governmental agency.

b) Entire Agreement - This Agreement constitutes the entire agreement and understanding of the Parties, and supersedes any previous agreement or understanding between the Parties, relating to the subject matter of this Agreement.

c) Force Majeure – Neither party to this Agreement shall be liable for failure to perform any of its obligations hereunder if prevented from doing so by reason of force majeure including but not restricted to war, insurrection, fire, flood, earthquake, strikes, lock-outs, the unavailability of raw materials or similar cause.

d) Assignment - Neither this Agreement nor any rights or obligations hereunder, in whole or in part, shall be assignable by operation of law or otherwise, or otherwise transferable, by Licensee except upon prior written approval of User Ex. Any unauthorized attempt by Licensee to assign or transfer this Agreement or any rights or obligations hereunder shall be null and void. User Ex may assign this Agreement and/or delegate its rights and obligations hereunder, in whole or in part, with respect to one or more of the Products, to Licensee at any time upon prior written notice to Licensee. Subject to the foregoing, this Agreement will be binding upon and inure to the benefits of the parties hereto, their successors and assigns.

e) Waiver – Without prejudice to what is stated in this Agreement the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies.

f) Severability: - If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid.

g) Governing Law and Dispute Resolution - Any and all disputes (“Disputes”) arising out of or in relation to or in connection with this Agreement between the Parties or relating to the performance or nonperformance of the rights and obligations set forth herein or the breach, termination, invalidity or interpretation thereof shall be referred for arbitration in Hyderabad, India in accordance with the terms of Indian Arbitration and Conciliation Act, 1996 or any amendments thereof. The language used in the arbitral proceedings shall be English. The arbitrator shall be appointed as per the provisions of Arbitration and Conciliation Act, 1996. The arbitral award shall be in writing and shall be final and binding on each party and shall be enforceable in any court of competent jurisdiction. The agreement shall be governed by laws of India.

h) Export Controls. The Licensee acknowledges that the Software is subject to Indian export regulations. The Licensee shall comply with applicable export and import laws and regulations for the jurisdiction in which the Software will be imported and/or exported. The Licensee shall not export the Software to any individual, entity or country prohibited by applicable law or regulation. The Licensee is responsible, at his own expense, for any local government permits, licenses or approvals required for importing and/or exporting the Software.

a) Notices: - Any notice, request or other communication required to be given under this Agreement shall be served personally or mailed to the other party by registered post, addressed to the parties at their respective addresses set out at the beginning, or at any other address that each party shall provide to the other in writing. Any notice served personally shall be considered given at the time of service. Any notice given by registered post shall be deemed to have been received within five days after the date of posting as shown on the post office receipt.

b) Counterparts - This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, is an original, but all the counterparts taken together shall constitute one document.

This is an electronic copy of agrement and doesn't require a signature.

CONFIDENTIALITY AGREEMENT

This Agreement is made between User Experience Design Consulting Private Limited (hereinafter referred to as “User Experience” which expression shall unless repugnant to the context or meaning thereof, include its successors and permitted assigns) and the Licensee of the Product.

User Experience and the Licensee shall collectively be referred to as the “PARTIES” individually as the "Disclosing Party" or the "Receiving Party" of the Confidential Information as applicable

By subscribing to our Services you agree to the Confidentiality Agreement stated herein.

1. "Confidential Information" includes, but is not limited to, any information, “know-how”, data, patent, copyright, trade secret, process, technique, program, design, formula, marketing, advertising, financial, commercial, sales or programming data, written materials, compositions, drawings, diagrams, computer or software programs, studies, work in progress, visual demonstrations, business plans, budgets, forecasts, customer data, ideas, concepts, characters, story outlines and other data, in oral, written, graphic, electronic, or any other form or medium whatsoever, which may be exchanged between the parties in pursuance of the Purpose or otherwise.

2. The obligations to keep Confidential Information confidential shall not apply to:

a) Information publicily known through no wrongful act of the Receiving Party at Effective Date;

b) Information rightfully disclosed by a third party without breach of this agreement and which can be communicated without restriction;

c) Information which the Disclosing Party authorises in writing the disclosure;

d) Information which is independently developed by the Receiving Party other than in connection with this Agreement.

3. All Confidential Information:

a) Shall be safely kept by the Receiving Party. The Receiving Party shall protect the Confidential Information with the same degree of care as the Receiving Party uses with its own confidential information in order to prevent its disclosure, copy and/or its use for other purposes than required (but in no event less than reasonable care);

b) Shall be used by the Receiving Party only for effective performance of the Product and the Receiving Party shall restrict the disclosure of the Confidential Information to its employees or directors who have a need to know;

c) Shall not be copied by the Receiving Party without prior approval of the Disclosing Party.

4. All Confidential Information, whether it is the object of an intellectual or industrial property right, that either Party may possess on the date of the entry into force of this Agreement, remains its exclusive property.

5. The use of Confidential Information in the framework of this Agreement does not give the other Party the right to use the same without prior written permission of the owner.

6. The Parties agree that the execution of this Agreement does not in any way constitute a partnership or joint venture or binding commitment on the part of either party to enter into or complete negotiations or any transaction with the other party.

7. This Agreement shall be binding upon the trustees, receiver, heirs, executors, administrators, successors and assigns of the parties.

8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of India applicable therein. The parties hereby submit and attorn to the exclusive jurisdiction of the courts in India.

9. User Experience shall have the right to modify this Agreement, which modification shall be effective immediately following the posting of such change on the Product website. Your use of User Experience services following such posting shall be deemed to constitute your acceptance of such modification. If you have any questions or comments regarding this Confidentiality Agreement, kindly contact us.

© User Experience Design Consulting Pvt. Ltd. | 2016