This End User License Agreement (“EULA”/ “Agreement”) is a binding legal agreement between you, as an individual or entity (“You”/ “Authorized User/Your”) and Soliton Technologies Pvt. Ltd. (“Soliton”/ “We”/ “Owner”).
By downloading, installing, accessing or using this Soliton Protocol Validation Suite (the “Software”/ “Licensed Materials”), You agree to be bound by the terms of this EULA. This EULA applies to any updates, modifications or supplements for the Software, unless those updates, modifications and supplements come with separate terms, in which case those terms apply.
If You do not agree to the terms of this EULA, do not check the “I ACCEPT” box and do not use the Software. You agree that installation or use of the Software confirms and signifies that You have read, understood, and agree to be bound by the EULA.
The Authorized User and the Owner shall hereinafter be referred to individually as “Party”, and collectively as “Parties”
Definitions:
“Software/Licensed Materials” shall mean the object code version of the Soliton Protocol Validation Suite, together with the Documentation, and all third-party software that the Owner may have purchased or licensed from third parties and delivered to You as part of the Software, as well as any modifications or updates thereto.
“Documentation” means the official explanatory materials in printed, electronic or online form provided by the Owner to You on the use of the Software. For the avoidance of doubt, any installation guide or end user documentation not prepared or provided by the Owner, any online community site, unofficial documentation, videos, white papers, or feedback does not constitute Documentation.
1. LICENSE
Subject to section 10 of this EULA, Owner grants You a non-exclusive, non-transferable, limited license to download, install and use the Software solely in accordance with the terms of this Agreement. You may not use the Software for providing hosted or service bureau services to the general public or any third-party entities. The License granted herein is subject to the specific restrictions and limitations set forth herein, including section 1.2, and/or any additional licensing restrictions and limitations specified by notification and or/policy change posted at the Owner’s website.
1.1 You may install and use one copy of the Software, either on a laptop or a desktop. You may only use the Software as per the Documentation and terms and conditions of this Agreement. A single license may not be shared or used concurrently by other end users.
1.2 The Software may also include software components that are protected by copyrights held by third parties and open-source software licenses granted by third-parties (“Open Source Software Components“). For this reason, the terms and conditions of the open source software licenses shall be applied when You are using these Open Source Software Components. This Agreement does not alter any rights or obligations You may have under such open source software licenses. If there are any conflicts between the license conditions mentioned in this Agreement and the contents of the open source software licenses with respect to any Open Source Software Components, the open source software licenses will prevail.
2. RESTRICTIONS
2.1 Subject to the terms of the open source licenses governing the Open Source Software Components of the Software, You shall not a) sell, rent, lease, use collectively, record, license, sublicense, share, distribute, publicly communicate, transfer or exploit in any other manner the Software; (b) except as permitted by applicable law, decompile, disassemble, or reverse engineer the Software, in whole or in part, and You shall not attempt to obtain in any manner the Software source code, and shall not carry out any action to the detriment of Owner’s intellectual property rights or those of its suppliers; (c) make copies, execute, publish, or reproduce the Software, unless expressly authorized in this Agreement (and all copies must maintain Owner’s copyright notices); (d) develop any derivative works or any type of software program based on the Software, or any other Confidential Information of the Owner; (e) make available, reveal, disclose, offer, develop methods for or allow the use of Software by third parties, without the prior written consent of Owner; (f) alter or modify the Software without the prior written consent of the Owner; (g) reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of the Software, including without limitation any mechanism used to restrict or control Software functions; (h) provide or offer access to any third parties to any restricted online access keys or authentication passwords provided by the Owner for downloading Software; or (i) disclose to any third party any benchmarking or comparative study involving the Software.
2.2 You shall not delete, remove, hide, move, or alter any trademark, logo, icon, image, or text that represents the Owner’s name, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations of the Owner’s name, logo or other marks of the Owner or any of its affiliates’ names, logo or other marks must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice.
3. LIMITATIONS
3.1 Except during any warranty period, if any, expressly provided by the Owner, the Owner may, in its sole discretion and at any time, discontinue (temporarily or permanently) provision of the Software or updates, upgrades, maintenance and/or support thereto or for any service to which it connects, without notice and without any further liability.
4. USER OBLIGATIONS
By downloading, accessing, or using the Software in order to view our information and materials or submit information of any kind, You represent that you are at least of legal age of majority (or, if applicable, You are duly authorized by your legal guardian/employer to enter into this Agreement) and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Software. In addition, You agree to abide by all applicable laws; local, state, national, and international laws and regulations with respect to Your use of the Software. This Agreement is also expressly made subject to any applicable export laws, orders, restrictions, or regulations.
5. AGGREGATED INFORMATION
5.1 Owner may aggregate, collect and analyze information relating to the provision, use and performance of the Software and may use (during and after the Term) such information to develop and improve the Software, including disclosures of such information to third parties in an aggregated and anonymized format such that neither You nor any individual or household can be identified, and does not contain Your Confidential Information.
6. OWNER’S PROPRIETARY RIGHTS
6.1 Except as explicitly granted under section 1 of this Agreement, nothing contained in this Agreement shall be construed as granting or conferring by implication, estoppel or otherwise any license or right in the Software and the Documentation. All trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection with the Software or the Documentation, text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, derivative work(s) and Documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Software, unless otherwise indicated, are owned, controlled, and licensed by Owner and its successors and assigns and are protected by law including, but not limited to, copyright, patent, and trademark law. The Owner and its licensors own all rights in any copy, translation, modification, adaptation or derivative works of the Software, including any improvement or development thereof. Owner retains all rights not expressly granted to You in this Agreement. You shall promptly notify the Owner in writing upon discovery of any unauthorized use of the Software or infringement of Owner’s proprietary rights in the Software.
7. DISCLAIMER
7.1 You assume the sole risk of making use of the Licensed Materials. Neither the Owner, its licensors or affiliates nor the copyright holders make any representations or warranties, express or implied, including but not limited to the warranties of merchantability, fitness for particular purpose and accuracy. There is no warranty by Owner or by any other party that the functions contained in the Software will meet Your requirements or that the operation of the Software will be uninterrupted or error-free. You assume all responsibility and risk for selection of the Software to achieve your intended results and for the installation, use and results obtained from it.
7.2 Owner also makes no representation or warranty that the Owner will operate error-free or in an uninterrupted fashion or that any downloadable files or information will be free of viruses or contamination or destructive features, or that the Licensed Materials are appropriate or available for use in other locations outside the Republic of India and You understand You will not be able to access the Licensed Materials from states, territories, or nations where any aspect of the Licensed Materials is illegal OR is otherwise prohibited. You access the Licensed Materials on your own volition and are responsible for compliance with all applicable laws with respect to your access and use of the Licensed Materials. Owner will not take any responsibility for Software use problems caused by abuse, misuse or unauthorized modification
8. LIMITED WARRANTY
8.1 EXCEPT AS EXPRESSLY AGREED, OWNER MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE OR THE DOCUMENTATION, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT, INCLUDING SUPPORT. SPECIFICALLY, OWNER DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.
8.2 TO THE GREATEST EXTENT ALLOWED BY LAW, OWNER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF OWNER HAD BEEN INFORMED OF SUCH PURPOSE) AND NON- INFRINGEMENT WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SUPPORT, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.
9. INDEMNITY
9.1 You agree to defend, indemnify, and hold harmless the Owner and its respective affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach of terms of this Agreement.
10. LIMITATION OF LIABILITY
10.1 IN NO EVENT, WHETHER IN CONTRACT,TORT OR OTHERWISE SHALL THE OWNER, ITS PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTIES UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES,COSTS, LOSSES OR EXPENSE, (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OR INTERRUPTION OF USE, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DAMAGE TO NETWORKS, EQUIPMENT, OR HARDWARE, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY) REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND IN NO EVENT SHALL THE OWNER’S MAXIMUM AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THIS EULA EXCEED THE ORIGINAL PURCHASE PRICE OF THE SOFTWARE OR OTHER AMOUNTS PAID BY YOU, EVEN IF OWNER HAS BEEN ADVISED OF SUCH DAMAGES. THE OWNER SHALL HAVE NO LIABILITY WHERE THE SOFTWARE IS NOT INSTALLED OR USED IN ACCORDANCE WITH THE DOCUMENTATION.THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. CONFIDENTIALITY
11.1 You acknowledge and agree that the Software incorporates confidential and proprietary information (“Confidential Information”) developed or acquired by the Owner including, but not limited to, technical and non-technical data, formulas, patterns, compilations, devices, methods, techniques, drawings and processes related to the Software, which constitutes the valuable intellectual property of the Owner and its suppliers.
11.2 Each Party will comply with all laws and regulations that apply to use, transmission, storage, disclosure, or destruction of Confidential Information. Both Parties agree to hold the other Party’s Confidential Information in the strictest confidence. Confidential Information shall not be disclosed by either Party to anyone except an employee, or agent who has a need to know the same, or who is bound by a non-disclosure and confidentiality provision at least as restrictive as those set forth in this Agreement. Each Party agrees to ensure that its employees, agents, representatives, and contractors are advised of the confidential nature of the Confidential Information and are precluded from taking any action prohibited under this Agreement. The Owner may use any technical information that You provide to the Owner for any of Owner’s reasonable business purposes, including product support and development. You acknowledge that the Software may include a monitoring capability that sends anonymous statistics about performance, device utilization and network size remotely to the Owner.
11.3 Except as explicitly stated in this Agreement, the Party receiving the Confidential Information is granted no license or conveyance of the disclosing party’s Confidential Information or any intellectual property rights therein. Title to the disclosing party’s Confidential Information shall remain solely with the Party disclosing the Confidential Information.
11.4 It is further understood and agreed that money damages may not be a sufficient remedy for any breach of the confidentiality provisions of this Agreement and that either Party may be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies may not be deemed exclusive remedies for a breach of these provisions but may be deemed in addition to all other remedies available at law or in equity.
12. TERM AND TERMINATION
This Agreement and Your right to use the Software / Licensed Materials will take effect at the moment You click “I ACCEPT” or You install, access, download, or use the Software (the “Commencement Date”) and is effective until terminated as set forth below.
12.1 The Owner reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this Agreement, to deny Your access to the Software or to any portion thereof in order to protect its name and goodwill, its business, and/or other authorized users, and this EULA will also terminate automatically if You fail to comply with this EULA, subject to the survival rights of certain provisions identified below. Termination will be effective without notice.
12.2 In the event Your license of the Software/Licensed Materials is on a subscription fee basis Your license to use the Software under this Agreement shall automatically terminate at the end of the term for which subscription fee is paid.
12.3 In addition to the miscellaneous section below and subject to section 3.1, the provisions concerning Owner’s proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this Agreement for any reason.
13. MISCELLANEOUS
13.1 You acknowledge that any breach; threatened or actual, of this Agreement will cause irreparable injury to Owner, for which monetary damages would not be an adequate remedy. You therefore agree that Owner shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of this Agreement. This Agreement can only be modified in writing signed by both the Parties.
13.2 You shall not assign (whether by operation of law or otherwise), transfer, sublicense or delegate this Agreement or Your obligations hereunder without the Owner’s express prior written consent.
13.3 This Agreement shall, in all respects be governed by and construed in accordance with the laws of India, and the courts at Bangalore, Karnataka, India shall have the sole and exclusive jurisdiction to entertain any disputes that may arise hereunder.
13.4 This Agreement is solely and exclusively for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer on any third person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Owner may assign, transfer or delegate this Agreement, or portions thereof, in its sole discretion.
13.5 The Owner may send You required legal notices and other communications about the Software, including special offers and pricing or other similar information, customer surveys or other requests for feedback (“Communications”). The Owner will send Communications via in-product notices or email to registered email addresses of named contacts or will post communication on the Owner’s website. You may notify of your preference not to receive any such Communications (which may have a technical impact on Your use of the Software and the provision of any support services). The Owner reserves the right, at any time and from time to time, to revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions (collectively, “Additional Terms”) on Your use of the Software. Such Additional Terms will be effective immediately and incorporated into this Agreement upon notice of each such revision. Your continued use of the Software signifies acceptance of the Agreement inclusive of Additional Terms.
13.6 Any failure by the Owner to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by the Owner of that or any subsequent default or failure of performance.
13.7 If any provision (or part thereof) contained in this Agreement is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.
13.8 No joint venture, partnership, employment, or agency relationship exists between You and Owner as a result of this Agreement or Your utilization of the Licensed Materials.
13.9 Headings herein are for convenience only.
13.10 This Agreement represents the entire Agreement between You and Owner with respect to use of the Software/Licensed Materials, and it supersedes all prior communications and proposals, whether electronic, oral, or written between You and Owner with respect to the Software/Licensed Materials.