EULA

END USER LICENSE AGREEMENT

 

BY CLICKING ON THE “I AGREE” (OR SIMILAR BUTTON) FOR ACCESSING OR USING THE PLATFORM (AS DEFINED BELOW) AND THE SUBSCRIPTION (AS DEFINED BELOW), YOU INDICATE YOUR ASSENT TO THE FOLLOWING TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT USE OR ACCESS THE PLATFORM.

 

This End User License Agreement (the “Agreement”) is a binding contract between you the User of this Platform and Zestl Software Private Limited, a company incorporated under the laws of India with its place of business at No. 3, Sagar Group of Bungalows, Fatima Nagar, Pune 411013 (“Licensor”, “Company“,  “we” “our” or “us”) in furtherance to the License of the Platform. For sake of brevity, “Licensee” or “Subscriber” or “Client” will include any party which has availed License from the Licensor or the Company under the Platform License Agreement, PaaS Agreement, Master Licensing Agreement or ISV Partner Agreement (as applicable) This Agreement provides and captures important legal information about the License to the Platform namely “Zvolv”, and Your usage, and access of the Platform and License of the same. By accessing and using the Platform and License, You confirm and agree to be bound by the terms of this Agreement.

 

1. DEFINITIONS

 

• “Authorized Users” shall mean: (a) employees or any authorized users including consultants, or independent contractors of the Licensee, Client, or Subscriber (as applicable) under the ISV Partner Agreement, PaaS Agreement or Partner License Agreement; or (b) any end users of the corporation or company who access who avail the Platform for such entity’s internal use on reselling or sub-licensing basis.

 

• “Content” means all data and materials provided and uploaded by You to the Platform for use in connection with the License, from time to time.

 

• “End Client(s)” shall mean: (a) any corporation or company and its authorized or permitted users who access the Platform to use the ISV Solution for their internal business purposes under the ISV Partner Agreement; or (b) any corporation or company and its authorized or permitted users who access or avail the Platform for such entity’s internal use on reselling or sub-licensing basis under the Master Licensing Agreement.

 

• “Enhancement(s)” shall mean any verifiable and reproducible failure or inability of the Platform to perform any material functions set forth in the Agreement due to any programming defect in the Platform, when used by You as specified under this Agreement. The term “Error”, shall however, not include any failure or inability of the Platform that (i) results from the misuse or improper use of the Platform, (ii) does not materially affect the operation and use of the Platform, (iii) results from any modification to the Platform that is not the Licensor or Company authorized change, (iv) results from any cause beyond reasonable control of the Licensor or Company, including third party cloud environment, hardware, but not limited to, firmware, malicious code like virus, trojan or malware.

 

• ISV Partner Agreement” will mean ISV Partner Agreement entered between the Licensee and Licensor as per the terms and conditions contained therein for the development of ISV Solution.

 

• “ISV Solution” will mean any application developed by the Authorized User for End Client and which is hosted on the Platform through the License.

 

• “License” shall mean a license or subscription to use the Platform as a offered by Licensor or Company to You on “platform as a subscription” or “on-premises” in accordance with the terms of the Platform License Agreement, PaaS Agreement, Master Licensing Agreement or ISV Partner Agreement (as applicable) .

 

• “Licensable Activity” shall mean any activity encompassed by any intellectual property rights and in the absence of a license, would give rise to liability for infringement (or inducement of infringement or contributory infringement) of such intellectual property rights.

 

• “Master Licensing Agreement” shall mean Master Licensing Agreement entered into between the Company and Client.

 

• “New Version” shall mean any modification, upgrade, or addition that, when made or added to Platform, provides major functionality enhancements or changes the overall utility, functional capability, or application. New Versions are generally denoted by major version level (e.g., v1.0 to v1.1 or above) changes, as determined by the Licensor or the Company.

 

• “Platform” shall mean the Licensor or Company’s proprietary automated platform known as “Zvolv” is a “no-code low-code” process automation platform enabling application building, customization, and maintenance.

 

• “PaaS Agreement” will mean Platform License Agreement entered between the Company and Subscriber with respect to usage of the License.
• “Platform License Agreement” will mean Platform License Agreement entered between the Licensee and Licensor with respect to usage of the License.

 

• “Purpose” shall mean as applicable to You shall include: (a) in case of Platform License Agreement, Master Licensing Agreement or PaaS Agreement, the internal business use of Authorized User; (b) in case of ISV Partner Agreement, the right to conceive and develop ISV Solution on the Platform by Authorized Users; and (c) in case of ISV Partner Agreement, the access to ISV Solution for internal business use of End Clients.

 

• “License Term” will mean the term as agreed in the Platform License Agreement, Master Licensing Agreement, PaaS Agreement, or ISV Partner Agreement during which the Licensee has availed the License to the Platform.

 

• “Territory” shall mean territory defined in the Order Document for the End Client. If no explicit territory defined in the legal contracts with the end client / partner, then this shall mean territory of Republic of India.

 

• “Users” “Your” or “You” will mean any the Authorized Users or End Clients (as applicable).

 

1. GRANT OF LICENSE

Subject to the compliance of terms and conditions of this Agreement, the Licensor or Company (as applicable) hereby grants to You a limited, non-exclusive, non-transferable, revocable, and non-assignable right to use and access the License for the Purpose in the Territory. Nothing herein contained shall be construed as granting to You any rights in the Platform except as expressly provided for hereunder.

 

2. RESTRICTIONS

 

You will not: (i) sub-license, resell, assign, reproduce, alter, adapt, modify, distribute rent, lease, transfer, distribute, use as a service bureau or otherwise commercially exploit or make the License or Platform to any third party other than as specifically allowed by this Agreement; (ii) use License for any other purpose other than the Purpose set out in this Agreement; (iii) use License in any manner to provide time-sharing, benchmarking or other computer services to third parties, except as expressly provided herein, or allow any third party to access or benefit from the functionality of Platform, except as expressly agreed; (iv) disassemble, decompile or reverse engineer, reproduce, republish, translate into any language or computer language, re-transmit in any form or by any means any License without the prior written consent of Licensor or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any Platform; (v) utilize or otherwise exploit the License, or access the License in order to build a similar or competitive product or service (or contract with a third party to do so); (vi) use the License to send spam or otherwise send messages in violation of applicable laws or upload, transmit or otherwise make available in connection with License any unsolicited or unauthorized advertising or promotional materials, which by way of illustration but not limitation includes “junk mail,” “spam”, “chain letters” and “pyramid schemes”; (vii) use the License to send or store infringing, obscene, defamatory, vulgar, invasive on any third party privacy, hateful or racially, ethnically or otherwise objectionable, threatening, libelous, or otherwise unlawful or tortious material; (viii) use License to make available any content that You do not have a right to make available under all applicable laws, or contractual or fiduciary relationships (which, by way of illustration but not limitation, includes inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements), or (ix) use License in a manner whereby any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, which by way of illustration but not limitation includes viruses, time bombs, trojan horses and other malware; or (x) violate (intentionally or unintentionally) any applicable local, state, national or international laws or regulations in connection with License, including but not limited to those related to intellectual property rights, privacy or security export control laws and regulations, and export embargoes or engage in any Licensable Activity. Unless otherwise permitted by the Licensor or Company, You will not be entitled to remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings with respect to Platform. You will have no rights to Platform other than as specifically granted herein. All rights not specifically and unequivocally granted to You are reserved by Licensor or Company (as applicable).

 

3. YOUR RESPONSIBILITIES
   • You will ensure that Your use the Platform is as per terms of this Agreement. You will be solely responsible for any of Your acts or omissions. The Licensor or Company shall not be liable for any loss of data or functionality caused directly or indirectly by You. You will: (A) not allow or suffer login credentials to the Platform to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Platform; (B) keep Your password secure; and (C) not access to, or use of, the License for unauthorized access or use, promptly notify the Licensor or Company (as applicable).

 

• You will comply with all applicable local, state, national and foreign laws in connection with its use of the License, including those laws related to data privacy, international communications, and the transmission of technical or personal data. You acknowledge that the Licensor or Company exercises no control over the content of the information transmitted by You through the Platform. You will not upload, post, reproduce or distribute any information, Platform or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

 

• You are solely responsible for all Content transmitted on the Platform, and for ensuring that Content does not: (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, Trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious or (iii) introduce any software viruses or other harmful or deleterious computer code, files, or programs, such as trojan horses, worms, time bombs, or cancelbots. You acknowledge and agree that the Licensor or Company uses certain third-party tools for analytical purposes and may use Content and track Your usage of the License for any purpose including but not limited to research, analytics, and to improve the Licensor or Company’s services.

 

5. DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM AND ITS LICENSE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  THE LICENSOR OR THE COMPANY HEREBY DISCLAIMS ALL OTHER IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY IN RELATION TO LICENSE OR PROFESSIONAL SERVICES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT LOSS OF DATA OR ARISING OTHERWISE IN LAW OR EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE LICENSOR OR THE COMPANY FURTHER DISCLAIMS WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY BUGS OR ERRORS OR DEFECTS WOULD BE FIXED OR THE PLATFORM WILL OPERATE IN COMBINATION WITH SOLUTION OR OTHERWISE, OR WITH ANY OTHER THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, HARDWARE, SOFTWARE, SYSTEMS OR DATA OR OPEN-SOURCE SOFTWARE. THE LICENSOR OR THE COMPANY DISCLAIMS ITS LIABILITY WITH RESPECT TO ANY DOWNTIMES OR NON-FUNCTIONALITIES OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS AND OPEN-SOURCE SOFTWARE WHICH IS INCORPORATED OR EMBEDDED IN THE PLATFORM. ALL, INFORMATION, AND OTHER MATERIALS PROVIDED BY THE LICENSOR OR THE COMPANY TO YOU ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING ANY STATUTORY WARRANTIES THAT MAY APPLY TO SUCH INFORMATION OR MATERIALS. YOU ACKNOWLEDGE THAT LICENSOR OR THE COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING, THE INTERNET, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. YOU AGREE THAT THERE MAY BE THIRD PARTY SOFTWARE WHICH IS UTILISED AT THE TIME OF PROVIDING SERVICES UNDER THIS AGREEMENT AND THE LICENSOR OR THE COMPANY WILL IN NO MANNER BE LIABLE FOR ANY SERVICE LEVEL AGREEMENTS, DOWNTIMES, FUNCTIONALITIES, COMPATABILITIES, MAINTENANCES OR ANY LIABILITY IN CONNECTION TO SUCH THIRD PARTY SOFTWARES.

 

6. INTELLECTUAL PROPERTY RIGHTS
   • Any and all ownership rights to the Platform and License including branding thereof, and the intellectual property rights therein shall be the sole and exclusive property of the Licensor or the Company (as applicable). This Agreement does not grant the You any rights, title and interest in and to Platform, the License, its contents, and branding thereof including in the Licensor or Company’s intellectual property rights, except where expressly and unequivocally licensed herein. Any rights not expressly and unequivocally granted to You are reserved.

 

• In the ISV Partner Agreement, the Licensee shall retain title to and all ownership rights in the ISV Solution.

 

• During the course of this Agreement, You may provide certain feedbacks and suggestions related to the Platform (“Suggestions“). You hereby grants the other a worldwide, perpetual, fully paid-up, unlimited, transferable, irrevocable, sub-licensable, non-exclusive right and license to use, display, perform, reproduce, modify and distribute such Suggestions, including by incorporating such Suggestions for any commercial purposes of the Licensor or Company, without any liability towards the Licensor or Company.

 

• Except as explicitly set forth in this Agreement, neither party grants any other license or right, by implication or otherwise.

 

7. PRIVACY & SECURITY

Licensor or Company states that it endeavours to protect Your privacy and the integrity and security of Your personal information. The personal information collected by us is subject to and governed by our Privacy Policy located at https://www.zvolv.com/privacy . You understand and agree that by using the License, You have consented to the collection, use and disclosure of Your personally identifiable information and aggregate data as set forth in Licensor or Company’s Privacy Policy, and to have Your personally identifiable information collected, used, transferred to and processed.

 

8. CONFIDENTIALITY
   • “Confidential Information” will mean information disclosed by one Party to the other and which includes, without limitation the financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets, Platform product and services and any such other information. The Licensor’s Confidential Information will include the information about the Platform, Enhancements and its New Versions. Confidential Information does not include information which: a) is in the public domain; (b) was known to the Party of such disclosure or becomes known to the Party without breach of any confidentiality agreement; (c) is independently developed by either Party without violating any confidentiality obligations stated herein; (d) is disclosed pursuant judicial order or requirement of the governmental agency or by operation of law.

 

• The receiving Party will keep Confidential Information and proprietary information and data received from the disclosing Party in strict confidence and will not disclose it to any third parties except to a limited group of receiving Party’s directors, officers, agents, authorized representatives on a need-to-know basis. Each Party will use the same degree of care and discretion (but in any event no less than a reasonable degree of care and discretion) to avoid unauthorized disclosure or use of the other Party’s Confidential Information as that receiving Party uses to protect its own information of a similar nature from unauthorized disclosure or use.

 

• Upon request by the disclosing Party, the receiving Party will immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. All such information will be and will remain the sole property of the disclosing Party.

 

• The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosing Party to obtain injunctive relief in addition to all legal remedies.

 

• The confidentiality obligations stated herein will survive for a period of two (2) years from the date of termination or expiration of this Agreement.

 

• Further, You agree that under no circumstances the Licensor or its affiliates or subsidiaries will be held responsible or liable for any loss, damage or harm caused due Your Content, data or information obtained from the Platform.

 

 

9. TERM AND TERMINATION
   • This Agreement will commence upon your acceptance of the terms of this Agreement through or Your access to the Platform and the License whichever occurs earlier, and unless earlier terminated as provided in this section (Term and Termination), will continue until the earlier occurrence of any of the following events:

 

1. the end of the applicable License Term;

 

1. termination of Your account by the Licensor; or

 

1. this Agreement will immediately terminate upon Your breach of the terms of this Agreement.

 

• Upon the termination of this Agreement, Your access to the Platform and the License will immediately cease to exist.

 

• Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 will survive the termination of this Agreement.

 

 

 

10. INDEMNITY

 

You agree to defend, indemnify and hold harmless the Licensor and, its subsidiaries, agents, managers, affiliated companies, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, and expenses (including but not limited to attorney’s fees) arising from or in connection with: (a) breach of or violation of applicable laws and regulations, (b) use of the Platform other than as permitted under this Agreement or for any other purpose other than the Purpose; (c) Your acts or omissions and negligence or misconduct; (d) Your use of and access to the Platform or the License, including any data or work transmitted or received by You; (e) Your violation or breach of any term and conditions of this Agreement including but not limited to confidentiality obligations; (f) violation, infringement, breach or misappropriation of third-party right, including without limitation any right to privacy, publicity rights or intellectual property rights; (g) any claims or damages that arise as a result of any of the Content submitted by You or any content that is submitted via Your account; or (h) any other party’s access and use of the Platform or License with Your unique username, password or other appropriate security code.

 

11. LIMITATION OF LIABILITY

THE LICENSOR OR THE COMPANY WILL NOT BE LIABLE UNDER OR FOR CONTRACT, NEGLIGENCE, LIABILITY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, (B) FOR ANY DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM AND/ OR LICENSE. IN THE EVENT YOU ARE NOT SATISFIED WITH ANY TERMS OF THIS AGREEMENT OR THE PLATFORM AND/OR THE LICENSE, THE SOLE REMEDY AVAILABLE TO YOU WILL BE TO TERMINATE THIS AGREEMENT, WITHOUT ANY LIABILITY ON THE LICENSOR OR COMPANY.

 

12. NOTICES

All notices, demands, or consents required or permitted under this Agreement will be in writing. Notice will be considered effective on the earlier of actual receipt or: (i) the day following transmission if sent by facsimile or email with pdf followed by written confirmation; (ii) one day (two days for international addresses) after posting when sent via an express commercial courier; or (iii) five days after posting when sent via post. Notice will be sent to the address for each party set forth on the first page of this Agreement, or at such other address as will be provided by either party to the other in writing.

 

 

13. GENERAL PROVISIONS

 

• This Agreement along with other policies referred under this Agreement, constitutes the entire or sole legal agreement between you and Licensor and will govern the use of the Platform and License and will supersede and prevail over any prior agreements, whether oral or written, regarding the subject matter hereof.

 

• If any court of law, having the jurisdiction to decide on this matter, rules that any provision contained under this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.

 

• The Licensor or the Company will have a right to assign this Agreement to its affiliates or any third parties at any time without notice to You.

 

• This Agreement will be governed by and construed under laws of India. The sole and exclusive jurisdiction and venue for actions arising under this Agreement will be exclusive jurisdiction of courts in Pune.

 

• Any waivers and modifications must be in writing and signed by both parties. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity will be considered a waiver of such right or remedy.

 

• By registering the details with Licensor or the Company, You agree that we may contact You with important information relating to the Platform or License.

 

• No agency, partnership, joint venture, or employment is created between you and the Licensor as a result of this Agreement, and You do not have any authority of any kind to bind Licensor in any respect whatsoever.

 

• Licensor or the Company may update the terms and conditions of this Agreement, at its own discretion. Licensor hereby encourages You to check these terms and conditions on a regular basis to be aware of the changes made to it which are also available on https://www.zvolv.com/EULA for the most recent version.

 

*This Agreement was last modified in June 13, 2023.