IMPORTANT: THIS AGREEMENT IS PROOF OF YOUR RIGHT TO USE NUVEPRO’S SOFTWARE AND CONTAINS ADDITIONAL INFORMATION ABOUT PRODUCT WARRANTY AND LIMITATIONS OF LIABILITY. PLEASE READ IT CAREFULLY.
This End-User License Agreement (“EULA”) is a legal agreement between you and the business entity you represent (collectively “CUSTOMER”) and Nuvepro Technologies Private Limited (hereinafter “NUVEPRO”) for the Nuvepro software product identified (NUVELINK / VMUNIFY / NUVEPLUS), which includes computer software and may include “online” or electronic documentation, (“NUVEPRO SOFTWARE”). NUVEPRO IS WILLING TO GRANT YOU THE FOLLOWING RIGHTS TO USE THE SOFTWARE ONLY IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. BY DOWNLOADING OR INSTALLING THE SOFTWARE YOU ARE BINDING YOURSELF TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN NUVEPRO IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND (A) DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM NUVEPRO OR AN AUTHORIZED NUVEPRO RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL END USER PURCHASER.
- DEFINITIONS:The software supplied and accompanying documentation is collectively termed “Nuvepro Software”. The term “Licensed Software” is understood to specially include any and all Licensed Software and Documentation but specifically does not include open-source components or third-party components. “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the Software and made available by Nuvepro with the Software in any manner (including on CD-ROM, printed, or on-line). “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Nuvepro. “Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. “License keys” shall mean activation codes provided directly by Nuvepro or its partners that are used by licensed users of the Nuvepro Software to activate its functionality for an authorized Computer.
- OWNERSHIP:The Nuvepro Software is and shall remain a proprietary product of Nuvepro. Nuvepro shall retain ownership of all patents, copyrights, trademarks, trade names, trade secrets and other proprietary rights relating to or residing in the Nuvepro Software. Except for the license grant provided in Section 3, you shall have no right, title or interest in or to the Nuvepro Software. The Nuvepro Software is licensed, not sold, to you for use only under the terms of this Agreement. All rights not specifically granted in this EULA are reserved by Nuvepro.
- GRANT OF LICENSE:Nuvepro grants you a non-transferable (except as set forth in this Section) non-exclusive, restricted right to use the Nuvepro Software for your own internal business purposes. You may install and use a copy of the Software on your compatible computer, up to the Permitted Number of computers. You understand that Nuvepro may update the Nuvepro Software at any time and in doing so incurs no obligation to furnish such updates to you pursuant to this Agreement.
- RESTRICTIONS:Nuvepro reserves all rights in the Nuvepro Software not expressly granted to you. Except as permitted in Section 3, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the Nuvepro Software, nor permit any other party to do any of the foregoing. To the extent permissible by applicable law, you may not derive or attempt to derive the source code of the Nuvepro Software by any means, nor permit any other party to derive or attempt to derive such source code. To the extent permissible by applicable law, you may not reverse engineer, decompile, disassemble, or translate the Nuvepro Software or any part thereof. Nuvepro and other trademarks contained in the Software are trademarks or registered trademarks of Nuvepro Technologies Private Limited. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. You may not add any other notices or markings to the Nuvepro Software.
- LIMITED WARRANTY:Nuvepro warrants to the person or entity that first purchases a license for the Software for use pursuant to the terms of this license that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following receipt of the Software when used on the recommended hardware configuration. Non-substantial variations of performance from the Documentation does not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO UPDATES, PRE-RELEASE, TRYOUT, PRODUCT SAMPLER, OR BETA SOFTWARE. To make a warranty claim, you must return the Software to the location where you obtained it along with proof of purchase within such ninety (90) day period. Nuvepro does not warrant that the functions contained in the Nuvepro Software will meet your requirements or that the operation of your Nuvepro Software will be uninterrupted or error free. This limited warranty is void if failure of the Nuvepro Software to conform with the warranty, has resulted from improper installation, testing, misuse, neglect, accident, fire or other hazard, or any breach of this Agreement.
- LIMITED REMEDIES:In the event of a breach of the foregoing limited warranty, you must return the Nuvepro Software to Nuvepro or the Nuvepro authorized reseller that provided you with the Nuvepro Software, postage prepaid, before the expiration of the warranty period, with a copy of the invoice for the unit. Nuvepro’s sole and exclusive obligation and your sole and exclusive remedy shall be, at Nuvepro’s sole discretion, to either * Provide a replacement copy of the Nuvepro Software or * Refund the amount you paid for the Nuvepro Software and terminate this Agreement. Any replacement copy of the NUVEPRO Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
- NO OTHER WARRANTIES:OTHER THAN THE FOREGOING LIMITED WARRANTY, NUVEPRO HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCTAND MERCHANTABILITY.
- LIMITATION OF LIABILITY:NUVEPRO’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT PAID BY YOU DIRECTLY TO NUVEPRO OR PAID BY YOU TO NUVEPRO THROUGH AN AUTHORIZED RESELLER. IN NO EVENT SHALL NUVEPRO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF NUVEPRO, AND EVEN IF NUVEPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY PROVISIONS CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF NUVEPRO’S BARGAIN HEREUNDER, AND NUVEPRO WOULD NOT BE ABLE TO PROVIDE THE NUVEPRO SOFTWARE TO YOU ABSENT SUCH LIMITATIONS.
- TERMINATION:Without prejudice to any other rights, Nuvepro may terminate this EULA if the USER does not abide by the terms and conditions of this EULA. On termination, the User must destroy all copies of the Product and all of its component parts.
- OPEN SOURCE SOFTWARE COMPONENTS:The License Software is shipped in the same medium as open source software components that are specifically not covered by this Agreement. This EULA only covers software components that have been developed and are propriety of Nuvepro. The Open Source software components aggregated in the same medium as Licensed Software have their own end user license agreements.
- ENTIRE AGREEMENT:This EULA (including any addendum or amendment to this EULA which is included with the Product) are the entire agreement between you and Nuvepro relating to the Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA. To the extent the terms of any Nuvepro policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.
- WAIVER:Any failure by Nuvepro to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
- SEVERABILITY:If any provision of this Agreement be held invalid or unenforceable in whole or in part for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of any of the remaining provisions of this Agreement.
- APPLICABLE LAW:Interpretation and enforcement of this Agreement shall be governed by the laws of India. User consents to jurisdiction of the courts Bangalore, Karnataka for any action arising out of or relating to User’s use of this software product. The courts of Bangalore shall have exclusive jurisdiction over all such actions.
- No Nuvepro reseller, agent or employee is authorized to make any amendment to this Agreement.