BY CLICKING "I AGREE", DOWNLOADING, ACCESSING, INSTALLING, RUNNING OR USING DIDUCE SOFTWARE ("SOFTWARE") AND DOCUMENTATION, YOU AGREE
(I) THAT THIS EULA IS A LEGALLY BINDING AND VALID AGREEMENT,
(II) TO ABIDE BY THE TERMS AND CONDITIONS OF THIS EULA, AND
(III) TO TAKE ALL REASONABLE & NECESSARY STEPS TO ENSURE THAT THE TERMS AND CONDITIONS OF THIS EULA ARE NOT VIOLATED BY ANY PERSON OR ENTITY UNDER YOUR CONTROL OR IN YOUR SERVICE.
IF YOU ARE USING THE SOFTWARE ON BEHALF OF AN ORGANIZATION, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS EULA FOR THAT ORGANIZATION AND PROMISING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN THAT CASE, "YOU" AND "YOUR" ALSO REFERS TO THAT ORGANIZATION.
PLEASE NOTE THAT THIS EULA IS APPLICABLE FOR BOTH THE FREE AND PAID USERS OF THE SOFTWARE. PAID USERS ARE REQUESTED TO PLEASE MAKE A NOTE OF THE SPECIAL TERMS AS EMBODIED IN THIS DOCUMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, PLEASE DO NOT CLICK "I AGREE", DOWNLOAD, ACCESS, INSTALL, RUN OR USE THE SOFTWARE. THIS EULA CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR AGREEMENT.
This EULA is an agreement between You and DIDUCE OR DIDUCE TECHNOLOGY PVT. LTD OR DIDUCE, including any affiliates and contractors acting on Our behalf (collectively "Diduce", "Us", "We", or "Our") regarding Your use of the Software. Unless You have a separate written agreement with DIDUCE regarding the Software, then Your use of the Software is governed by this EULA. From time to time we may update or modify this EULA.
PERPETUAL PROVISIONS APPLICABLE TO DIDUCE
IF YOU AGREE TO THIS EULA YOU ARE GRANTED A LIMITED, PERSONAL, WORLDWIDE, ROYALTY-FREE, NON-ASSIGNABLE, NON-SUB-LICENSEABLE, NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE TO USE THE SOFTWARE.
PLEASE NOTE THAT YOU ARE PERMITTED TO USE ONE (1) COPY OF THE SOFTWARE FOR YOUR (I) PRIVATE, NON-COMMERCIAL PURPOSES AS A PRIVATE USER, AND/OR (II) COMMERCIAL PURPOSES AS A SERVICE PROVIDER IN A COMMERCIAL BUSINESS ("BUSINESS USER").
THE SOFTWARE IS LICENSED PER HOUSEHOLD OR PER SINGLE ADDRESS ("ADDRESS"). WE REQUEST YOU MAY ONLY DOWNLOAD AND INSTALL THE SOFTWARE ON ONE (1) COMPUTING DEVICE PER ADDRESS and make one backup copy for the same or as permitted under the copyright and other laws from time to time.
LICENSE TO USE THE SOFTWARE.
Please note that the Software is licensed to You, and not sold to You. We request You to acquire the Software from Us or Our authorized resellers only.
BUSINESS USERS: If You are a business, and You have acquired the Software from Us or from one of Our authorized resellers You agree that if the Software requires mandatory activation or email validation, You will complete the process providing Us with accurate information. Your use of the Software would commence once you complete the registration process. The Software may include digital images, stock photographs, clip art, fonts, sounds or other artistic works ("Stock Files"). The responsibilities and restrictions relating to the Software apply to the Stock Files. We reserve all rights not expressly granted to You in this EULA.
BUSINESS USERS: If You are a business, please note that You agree to maintain records, systems and/or procedures that accurately record of the number of copies of the Software that have been acquired, installed and in use on Your computing devices and will keep the records for two (2) years from the date Your license to use the Software ends.
SUBSCRIPTION PROVISIONS APPLICABLE TO PAID DIDUCE VERSIONS
If You agree to this EULA You are granted a limited-time, personal, worldwide, royalty-free, non-assignable, non-sublicenseable, non-transferable and non-exclusive subscription-based license to use paid version of Diduce. The software is licensed to You on a subscription basis for an initial one (1) year period ("initial term") and will automatically renew for additional one (1) year period (“renewal term”) (collectively “term”) until You terminate Your subscription by notifying us, via email as set forth below, of Your intent to discontinue Your use of the software. You are permitted to use one (1) copy of the software for Your (i) private, non-commercial purposes as a private user, and/or (ii) commercial purposes as a service provider in a commercial business ("business user"). The software is licensed per household or per single address ("address"). You may only download and install the software on one (1) computing device per address.You may not re-install the software on a second computing device unless (i) the original computing device fails, (ii) You contact customer service (insert e-mail) requesting our approval (and we provide You authorization code) to re-install the software on a new computing device, and (iii) You certify to Diduce that You have uninstalled the software from the failed computing device. You may download and install the software on only one (1) system per address (i.e., the software may not be shared or used concurrently on different computing devices).
By downloading and installing the paid version of Diduce You agree that Diduce is authorized to charge Your credit card for the annual subscription fees or monthly fees as the case may be for the software on a yearly basis without any further action on Your part. In the event that Your credit card is declined for any reason, the subscription fee is still due and owing to Diduce and You will promptly provide us with another credit card for automatic payment purposes. Your continued use of the software is subject to and conditioned upon Your payment of the subscription fee. You must provide notice of intent to terminate Your subscription fifteen (15) business days prior to the end of the initial term or fifteen (15) business days prior to the end of each renewal term otherwise Your subscription will automatically renew for another term. During each renewal term, once a payment is received, the subscription fee is non-refundable and non-cancellable. If You decide to terminate Your subscription or fail to provide a new credit card as required for payment, the software may contain a locking code which will automatically lock at the end of the term and that will prohibit You from using the software until a new registration code is received by You. You will receive a new registration code only upon our receipt of Your new credit card and payment of the fee (in the event of a failed credit card) or renewal of the subscription (in the event of You previously terminating Your subscription). Use of the software before or beyond the applicable subscription term, or any attempt to defeat any time-control disabling function in the software, is an unauthorized use and constitutes a material breach of this eula and applicable law. To provide us notice of Your intent to terminate Your subscription, contact our customer support team at firstname.lastname@example.org.
YOUR RESPONSIBILITIES WHILE USING THE SOFTWARE.
With regard to Your Use of the Software under this EULA, You have certain responsibilities we request you to please carefully read and note the points mentioned herein:
The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not sell, rent, lease, resell, or loan any version of the Software (including an Evaluation Version of the Software).
If You purchase the Software as a gift to a third person, the third person must accept the terms of this EULA before using the Software.
You may not reverse engineer, reengineer, decompile, disassemble, translate, reconstruct, transform, or extract the Software or any portion of the Software.
While We own Our Software, You own and are responsible for the content ("Content") that You create, or have created for You, resulting from the use of Our Software (including any add-ons or plug-ins to Our Software that You create, or have created for You).
You agree that, in connection with Your use of the Software, You are responsible for the direct and/or indirect consequences of any of the (i) Content You create and (ii) third party photos or images that You use or modify in creating Your Content, especially in situations where You share Your Content with family, friends, clients and/or third parties such as members of social networking sites (e.g., Facebook, Flickr, LinkedIn, Twitter, etc.) or file sharing or cloud services sites (e.g., Google Drive, Sky Drive, Dropbox, box.net, etc.).
Diduce can neither monitor nor control what third party social networking, file sharing, or cloud services sites or the members or users of such sites do with Your content You share.
You are responsible for independently verifying the accuracy and completeness of Your Content (e.g., any technical illustrations or diagrams for operation guides, parts catalogues, schematics, writing diagrams, assembly instructions, maintenance manuals, architectural presentations or other materials You create and/or modify using Our Software).
You may not modify or create derivative works based upon the Software.
You represent and warrant to Us that You will comply with all applicable laws and regulations impacting Your use of the Software including data protection and privacy laws.
You agree that You will not use the Software in a way that intentionally or unintentionally violates the rights of a third party. Diduce will not be responsible for any claim brought by a third party due to (i) Your actions, (ii) Your failure to act when required, or (iii) Your content. You further agree to indemnify and hold Diduce not responsible to actions on your part
You may receive updates, bug fixes, feature enhancements or improvements, or other data relating to the Software (collectively "Updates") downloaded to Your computing device with a notice describing what is included in the Update and the purpose of the Update.
You will have to choose either to install the Update on Your computing device or opt-out and not install the Update.
If You do not install the Updates the Software may not perform properly.
OUR INTELLECTUAL PROPERTY RIGHTS.
The Software is protected by Indian and International Intellectual Property laws and international intellectual property laws and treaty provisions. Therefore, You may not distribute the Software without Our permission. If You download the Software in a country not specifically prohibited under this EULA, You may only make one (1) copy of the Software (or You may keep one (1) copy of the Software on a single hard drive) for backup or archival purposes. For backup or archival purposes only, You may either make only one (1) copy of the Software and the Printed Materials or print one (1) copy of any user documentation if You downloaded the Software or You may keep one (1) copy the Software and printed materials (or user documentation) on a single hard drive. Otherwise, You may not copy the Software or the printed materials accompanying the Software (or print copies of any user documentation if You downloaded the Software). You agree that Diduce trade marks and logos, and service marks, are trademarks of DIDUCE TECHNOLOGY PVT. LTD, some marks may be of third party partners ("Marks"). You are not granted a right to use Marks without the owner's permission. You will not remove, obscure or alter any proprietary notices affixed to or contained within the Software. You understand and agree that We have the right to stop selling, distributing, servicing or updating the Software (any part of it), and services or offerings at any time if We find Your action to be in contravention of our IP ownership.
USAGE AUDITING AND PIRACY.
Disclaimer of Warranty on PERFORMACE OF Software.
You expressly acknowledge and agree that use of the Software is at your risk. The Software and related documentation are provided "AS IS" and without warranty of any kind and DIDUCE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DIDUCE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. FURTHERMORE, DIDUCE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DIDUCE OR DIDUCE'S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation of Liability.
UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL DIDUCE, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF DIDUCE OR DIDUCE'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. In no event shall DIDUCE’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by you for the Software.
NO LIABILITY FOR OPEN SOURCE MATERIALS.
THE SOFTWARE MAY CONTAIN "OPEN SOURCE" MATERIALS (E.G., ANY SOFTWARE SUBJECT TO OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPEN SOURCE INITIATIVE LICENSE, MIT, APACHE OR PUBLIC DOMAIN LICENSES, OR SIMILAR LICENSE). DIDUCE MAKES NO WARRANTIES, AND SHALL HAVE NO LIABILITY, DIRECT OR INDIRECT, WHATSOEVER WITH RESPECT TO OPEN SOURCE MATERIALS CONTAINED IN THE SOFTWARE.SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH INSTANCES AND AS LONG AS YOU OBTAINED THE SOFTWARE FROM DIDUCE, OR A DIDUCE AUTHORIZED RESELLER, DIDUCE MAY BE LIABLE TO YOU (I) WITHOUT LIMITATION FOR DAMAGES YOU HAVE INCURRED UNDER OR IN CONNECTION WITH THIS EULA ONLY IF THE DAMAGE HAS BEEN CAUSED BY THE WILLFUL OR GROSSLY NEGLIGENT ACT OF DIDUCE; AND (II) FOR THOSE TYPICAL DAMAGES THAT WERE REASONABLY FORESEEABLE AND WHICH HAVE BEEN CAUSED BY ANY OTHER NEGLIGENT BREACH OF AN ESSENTIAL CONTRACTUAL DUTY BY DIDUCE. ANY FURTHER LIABILITY OF DIDUCE IS EXCLUDED. THESE AFOREMENTIONED LIMITATIONS APPLY IRRESPECTIVE OF THEIR LEGAL BASIS, IN PARTICULAR WITH REGARD TO ANY PRE-CONTRACTUAL OR AUXILIARY CONTRACTUAL CLAIMS. These limitations shall not apply, however, to any mandatory liability under the applicable product liability laws, nor to any damage which is caused due to the breach of an express warranty to the extent that such express warranty was intended to protect consumers against the specific damage incurred, nor to damages due to loss of life, injury or prejudice to health.
GOVERNING Law and Severability
This License shall be governed by and construed in accordance with the laws of India, as applied to agreements entered into and to be performed entirely within India between Indians. Courts in Kolkata shall have exclusive jurisdiction to adjudicate any matters which may arise herein. If for any reason a court of competent jurisdiction finds any provision of this License or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.
This License constitutes the entire agreement between the parties with respect to the use of the Software and the related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of Diduce.
This License is effective until terminated. You may terminate this License at any time by destroying or uninstalling the Software, related documentation and all copies thereof. This License will terminate immediately without notice from Diduce if you fail to comply with any provision of this License. Upon termination you must destroy the Software, related documentation and all copies thereof.