End User License Agreement

BY CLICKING ON THE “I AGREE” (OR SIMILAR) BUTTON FOR ACCESSING OR USING THE SOFTWARE (AS DEFINED BELOW) AND THE SERVICES (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 AGREEEMENT, YOU SHOULD NOT USE OR ACCESS THE SOFTWARE AND THE SERVICES.

This End User License Agreement (the “Agreement”) is a binding contract between you and Cloud Hedge Technologies Pte. Ltd., a company incorporated under the laws of Singapore with its place of business at [] (“Company”, “we” “our” or “us”) in furtherance of your (“Reseller”) use of the Goods through Reseller. For the purpose of this Agreement, “you” or “user” shall mean and include any natural person authorized by Reseller who has agreed to use and access the Goods and the Services on behalf of the Reseller. This Agreement provides and captures important legal information about the SaaS based and/or on-premise license of the Company’s Software namely “Discover”, “Transform” and “Cruize” and your usage, and access of the Software and receipt of the Services provided by the Company. By accessing and using the Software and the Services, you confirm and agree to be bound by the terms of this Agreement.

  1. DEFINITIONS
  1. “Software” shall mean a proprietary automated cloud migration solution consisting of one or more than one module(s) namely “Discover”, “Transform” and “Cruize”, including Enhancements (if any) and as may be selected by the Reseller.
  2. “Services” shall mean the internet accessible service offered by the Company on a subscription basis to its customers under which the Software hosted by the Company on cloud, is made available to the Reseller and in turn accessed and used by the user.
  1. LICENSE

Subject to the terms and conditions of this Agreement, the Company hereby grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software and the Services provided to you for your internal business use only, in accordance with the provisions of this Agreement. You agree to use the Software and the Services in the manner permitted by this Agreement only for the purpose for which it is granted, solely at your own discretion. We reserve all rights not expressly granted herein. Use of the Services for any purpose not expressly permitted by this Agreement is strictly prohibited.

  1. ACCOUNT MANAGEMENT

As a condition for your use of the Software and the Services, you will be required to register with the Company and select a password and enter your email address on the Company’s website. You must ensure to provide the Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You shall be responsible for maintaining the confidentiality of your account and password and for all other activities that occur under your account and you must keep your account and password secure. Users are prohibited from transferring their account or account details to any third party. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your account. You must (i) notify the Company  (through the contact details stated under this Agreement) immediately of any breach of security or unauthorized use of your account; (ii) report to the Company  immediately and use reasonable efforts to stop any unauthorized use of the Software or Services that is known or suspected by the users, and (iii) not provide false identity information to gain access to or use the Software or Services. You shall be solely responsible for your acts and omissions. We shall not be liable for any losses caused by any unauthorized use of your account, loss of data or functionality by the user. The account gives access to the users to the Services and functionalities that we may establish and maintain from time to time in our sole discretion.

  1. LICENSE RESTRICTIONS
  1. You shall not copy, modify, distribute, disassemble, de-compile or reverse engineer or otherwise attempt to derive the source code of the Software or permit or encourage any third party, to do so.
  2. You shall not otherwise violate the legal rights of others and the Company, directors, employees or representatives, by using the Software;
  3. You shall not try to hack, crash or sabotage the Software.
  4. You must not atempt to gain an unauthorized access to the Software or Services, acting to deny others access to the Software or Services, or authorizing any third party to access or use the Software or Services on Your behalf.
  5. You shall not sell, resell, rent or lease the Software or Services for timesharing or service bureau purposes, or otherwise use the Software or Services on behalf of any third party.
  6. You shall not adapt, alter, publicly display, publicly perform, translate, embed into any other product, or otherwise create derivative works of, or otherwise modify the Software.
  7. You shall not use the Software or Services in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Software or Services.
  8. You shall not use the Software or Services for performing comparisons or other “benchmarking” activities, either alone or in connection with any other software (and you will not publish or disclose any such performance information or comparisons);
  9. You shall not interfere with or disrupt the integrity and performance of the Software or Services.
  10. You shall not copy any features, functions or graphics of the Software or Services.
  11. You must not transmit content that harms or disrupts, or intends to harm or disrupt, another user’s device or would allow you or others to illegally access Software or Services or bypass security on devices, web sites, or servers, including but not limited to spamming.
  12. You may not (a) use the Services for any illegal purpose or in violation of any local, state, national, or international laws, (b) violate or encourage others to violate any right of or obligation to a third party, including but not limited to, by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights.
  13. You may not impersonate another person or entity, or misrepresent your affiliation with a person, entity or user when using the Services; You may not use or attempt to use another’s account or personal information; and, you may not attempt to gain unauthorized access to the Software or Services, or the computer systems or networks connected to the Company’s website, through hacking, password mining or any other means. You may not attempt to disable, “hack” or otherwise interfere with the proper functioning of the Software or Services.
  1. PROPRIETARY RIGHTS
  1. You acknowledge and agree that the Software, including without limitation the Software’s sequence, structure, organization, source code, applicable documentation and Services related thereto contains valuable trade secrets and is solely the Company, its suppliers or its licensor’s intellectual property. Your access to the Software and the right to use the Services is licensed to you under this Agreement and none of the rights in the Software are sold to you, and no title or ownership to such Software and the Services or the intellectual property rights embodied therein passes as a result of this Agreement or any act pursuant to this Agreement. Any rights in and to the Software and the Services, not expressly granted to you in this Agreement are reserved. Company owns all copies of the Software, however made. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future property of the Company, except to the extent necessary for users to use the Software as expressly permitted under this Agreement.
  2. The copyright, trademark, and other proprietary rights notices contained or incorporated in the Software may not be removed, altered in any way.
  3. You or the Reseller shall retain title to and all ownership rights in the User Content (as defined below). User shall grant to Company a worldwide, non-exclusive and non-transferable limited-term license to host, copy, transmit, analyze, process, display, store, configure, and perform the User Content solely as necessary to provide the Services to the user or enable the user to use the Software.
  4. You may choose to, or we may invite you to submit or you may submit comments or feedback, review, ratings about the Software or Services including without limitation about how to improve the Software or Services and their features. From time to time, the Reseller and/or the user may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Software or the Services. The Reseller and the user hereby assigns to the Company all right, title and interest to such Feedback and an exclusive right to create any developments based on such Feedback.
  1. REPORTING

You acknowledge that the Software may contain automated reporting routines that will automatically identify and analyze certain aspects of your use and performance of Software and/or the systems through which the Software is accessed (including problems and issues that arise in connection therewith) and provide information back to Company. Company will be free to use for development, diagnostic, compliance monitoring, and corrective purposes any such data and information it so collects.

  1. USER’S DATA

Company takes no responsibility and assumes no liability for any content that you post or upload on the Software or through the Service (“User Content”). You understand and agree that any loss or damage of any kind that occurs to the User Content that you send, upload, download, post, transmit, display, or otherwise make available or access through use of the Software, is solely your responsibility. You agree that you shall be solely responsible for ensuring that the User 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, malicious, harmful, abusive, invasive of privacy, defamatory, threatening, harassing, embarrassing, hateful or otherwise discriminatory, false or misleading, or incites an illegal act.

  1. CONFIDENTIALITY
  1. The Software provided under this Agreement contains valuable trade secrets and is the confidential information of the Company. You shall not disclose, provide or otherwise make available the Software to any third party, except as expressly granted under this Agreement.
  2. You agree to use all commercially reasonable precautions to protect the confidentiality of the Software and shall secure from all third parties having access to the Software, per the terms of this Agreement, commitment to maintain the Software in confidence.
  3. You agree that under no circumstances the Company or its affiliates or subsidiaries shall be held responsible or liable for any loss, damage or harm caused due to your reliance on information obtained from the Software.
  1. THIRD PARTY SOFTWARE

Third-Party software (if any) used through the Software shall be subject to separate terms and conditions provided by such Third-Party Software. The license restrictions contained in this Agreement do not apply to Third-Party Software to the extent they are inconsistent with such Third-Party software terms. The Company shall not be responsible for any Third-Party software.

  1. AUDIT AND INSPECTION

We shall have the right to remotely audit (at our cost) to inspect the usage of the Software by you.

  1. TERM AND TERMINATION
  1. This Agreement will commence upon your acceptance of this Agreement through the website or your access to the Software and the Services 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/ license subscription term as agreed between Reseller and the Company; or
    2. termination of this Agreement by the Reseller or Company;
    3. this Agreement will immediately terminate upon your breach of the terms of this Agreement.
  1. Upon the termination of this Agreement, your access to the Software and the Services shall immediately cease to exist.
  2. Sections 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15, 16, and 17 shall survive the termination of this Agreement.
  1. INDEMNITY

You agree to defend, indemnify and hold harmless Company 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: (i) your use of and access to the Software or the Services, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right to privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of India or any other country; (v) any claims or damages that arise as a result of any of the User Content submitted by you or any content that is submitted via your account; (vi) any other party’s access and use of the Software or the Services with your unique username, password or other appropriate security code.

  1. WARRANTY DISCLAIMER

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE AND THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SOFTWARE AND THE SERVICES ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS.  THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, DO NOT REPRESENT OR WARRANT THAT 1) YOUR USE OF THE SOFTWARE AND THE SERVICES WILL MEET YOUR REQUIREMENTS, 2) YOUR USE OF THE SOFTWARE AND THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS, 3) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SOFTWARE AND THE SERVICES WILL BE ACCURATE OR RELIABLE. THE COMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SOFTWARE AND THE SERVICES MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND THE COMPANY IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES.  THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH ANY HYPERLINKED WEBSITE OR SERVICE.

IN ADDITION, THE COMPANY DOES NOT WARRANT THAT USE OF THE SERVICES WILL BE FREE FROM TECHNOLOGICAL DIFFICULTIES INCLUDING, BUT NOT LIMITED TO, UNAVAILABILITY OF INFORMATION, DOWNTIME, SERVICE DISRUPTIONS, VIRUSES OR WORMS, AND YOU UNDERSTAND THAT YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT.

WE MAKE NO GUARANTEES, REPRESENTATIONS, ENDORSEMENTS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE CONTENT SHARED BY THE RESELLER THROUGH THE GOODS OR SERVICES. IN NO EVENT, SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR INACTIONS OR ACTIONS TAKEN BY YOU IN RELIANCE ON OUR SERVICES OR ANY COMMUNICATIONS FROM THE RESELLER THROUGH THE USE OF OUR  GOODS OR SERVICES. WE SHALL NOT BE LIABLE FOR ANY (I) WRONG INFORMATION, IMPROPER SUGGESTIONS, REPORTS, BEING GIVEN ON THE  GOODS, (II) ANY TYPE OF INCONVENIENCE DUE TO, USE OF THE SERVICES, (III) ANY ACTIONS OR INACTIONS OF THE RESELLER.

  1. LIMITATION OF LIABILITY

THE COMPANY SHALL 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  GOODS AND/OR THE SERVICES. IN THE EVENT THE RESELLER AND/OR THE USER IS NOT SATISFIED WITH ANY TERMS OF THIS AGREEMENT OR THE  GOODS AND/OR THE SERVICES, THE SOLE REMEDY AVAILABLE TO THE RESELLER SHALL BE TO TERMINATE THIS AGREEMENT.

  1. GENERAL PROVISIONS
  1. This Agreement along with other policies referred under this Agreement, constitutes the entire or sole legal agreement between you and Company and shall govern the use of the Software and the Services and shall supersede and prevail over any prior agreements, whether oral or written, regarding the subject matter hereof between you and us.
  2. 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.
  3. Company shall have a right to assign this Agreement to its affiliates or any third parties at any time without notice to you.
  4. This Agreement shall be governed by and construed under laws of India as such law applies to agreements between Indian residents entered into and to be performed within India. Unless waived by Company in a particular instance, the sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be courts in Pune and each party hereby consents to the jurisdiction of such courts for any such dispute.
  5. 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 shall be considered a waiver of such right or remedy.
  6. By registering your details with Company, you agree that we may contact you with important information relating to the Software.
  7. No agency, partnership, joint venture, or employment is created between you and the Company as a result of this Agreement, and you do not have any authority of any kind to bind Company in any respect whatsoever.
  1. CHANGES TO THIS AGREEMENT

We may update the terms and conditions of this Agreement. We encourage 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://cloudhedge.io/privacy-policy/ for the most recent version. This Agreement was last modified on 1st April 2021.

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