Gnani End-User License Agreement
PLEASE READ GNANI END-USER LICENSE AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) CAREFULLY BEFORE USING OR TRYING TO ATTEMPT TO USE THIS GNANI PRODUCT.
BY USING THIS GNANI PRODUCT OR BY CLICKING THE “I AGREE” BUTTON OR ATTEMPTING TO/CONSENTING TO INSTALL THE GNANI PRODUCT IN ANY WAY, (SUCH ACTION WILL CONSTITUTE A SYMBOL OF YOUR SIGNATURE), YOU ACKNOWLEDGE AND ADMIT THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT ONCE ACCEPTED BY “YOU” AS AN INDIVIDUAL (ASSUMING YOU ARE ABOVE 18 YEARS AND/OR HAVING LEGAL CAPACITY TO ENTER INTO AN AGREEMENT), OR THE COMPANY OR ANY LEGAL ENTITY THAT WILL BE USING THE GNANI PRODUCT (HEREINAFTER REFERRED TO AS ‘YOU’ OR ‘YOUR’ FOR THE SAKE OF BREVITY)] SHALL BE A LEGALLY ENFORCEABLE AGREEMENT BETWEEN YOU AND M/s. GNANI INNOVATIONS PRIVATE LIMITED, INDIA (HEREINAFTER REFERRED TO AS “ GNANI”) AND YOU SHALL HAVE THE RIGHTS TO USE THE GNANI PRODUCT SUBJECT TO THE TERMS AND CONDITIONS MENTIONED IN THIS AGREEMENT OR AS AMENDED BY GNANI FROM TIME TO TIME. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS BELOW, DO NOT USE GNANI PRODUCT IN ANY WAY. THIS EULA ALSO APPLIES TO ANY UPDATES OR PRE-PRODUCTION RELEASES OF GNANI PRODUCT UNLESS SUCH UPDATES OR PRE-PRODUCTION RELEASES ARE ACCOMPANIED BY A SEPARATE END USER LICENSE AGREEMENT.
IF A SYSTEM INTEGRATOR, CONTRACTOR, CONSULTANT, OR ANY OTHER PARTY INSTALLS OR USES THE GNANI PRODUCT ON YOUR BEHALF PRIOR TO YOUR USE OF THE GNANI PRODUCT, SUCH PARTY WILL BE DEEMED TO BE YOUR AGENT ACTING ON YOUR BEHALF, AND YOU WILL BE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA AS IF YOU HAD INSTALLED OR USED THE GNANI PRODUCT YOURSELF
Gnani reserves all rights not expressly granted and retains title and ownership of the Gnani Product. This Product and the accompanying written materials and the device if any on which the software or Product is installed are the property of Gnani and are copyrighted.
a. “Device” means the personal digital assistants, smartphones, handheld devices, or other electronic devices for which the Gnani Product is specifically designed where the Gnani Product will be installed and/or used.
b. “Distributors” means the authorized distributors, agents, sub-distributors of Gnani, selling Gnani Product.
c. “License period” means the period commencing from the date of registration for use of the Gnani Product (Effective date) up to the period mentioned in the License.
d. “Support” means the Technical Assistance in order to use the Gnani Product, provided by Gnani or its Distributors or Agents, which may or may not be chargeable to you as per the terms and conditions of Your License. Please refer www.gnani.ai for more details.
e. “Updates” means collections of any or all files including the corrections, improvements or modifications to the Gnani Product.
f. “Upgrades” means any correction, improvement, modification or yearly enhancements in the form of the new version of the Gnani Product which Gnani may release from time to time.
g. “You” means the “End User” means an Individual/organization who has registered for the Licensing of the Gnani Product for his/her own use:
(i) An individual (such an individual) using/legally acquiring the License to use the Gnani Product; or
(ii) An organization (including but not limited to a partnership, joint venture, Limited Liability partnership, Limited Liability Company, Company of any nature, Trust, Governmental Authority, Unincorporated Organization, Association of Persons) or any person (such person) who have been authorized by such an Organization to use the Gnani Product, accept the Agreement on behalf of the Organization.
2. GRANT OF LICENSE
In consideration of payment of the license fees and on observing the Terms and Conditions herein or any other additional terms and conditions agreed to by You for the use of the Gnani Product, Gnani grants You, a non-exclusive and non-transferable right to use the Gnani Product during the License Period, “Gnani Product”, according to the technical requirements described in the Gnani Product and which is subject to the terms and conditions of this Agreement.
The license fees and any applicable Software support fees (collectively, the “Fees”) for the term of the license granted hereunder are non-refundable and, upon entering into this EULA, You agree that you are obligated to pay the Fees for the entire and full term in accordance with the payment schedule. If there is no payment schedule set forth then the Fees shall be due and payable by You within thirty (30) days of receipt of invoice. You agree that this EULA is non-cancelable by You during the term of the license granted hereunder.
4. LICENSE RESTRICTION
4.1 COPY RESTRICTIONS
Copyright laws protect the Software, including the Documentation. Unauthorized copying of the Software, the Documentation or any part thereof, is expressly prohibited. Unless specifically authorized in writing by Gnani, copying of a License File using virtualization technology is prohibited.
4.2 RESTRICTIONS ON USE
This EULA only gives You some rights to use the Gnani Product and Gnani reserve all other rights. You do not acquire any rights, express or implied, other than those expressly granted in this EULA. Unless applicable law gives You more rights despite this limitation, You may use the Gnani Product only as expressly permitted in this EULA. In doing so, You agree that You shall comply with any technical limitations in the Gnani Product that only allow You to use the Gnani Product in certain ways. You (including your employees, agents, contractors not authorized by Gnani) agree not to:
a. emulate, or adapt any portion of the Gnani Product.
b. debug, decompile, modify, translate and reverse engineer the Gnani Product.
c. try making an attempt to reveal/discover the source code of the Gnani Product.
d. create derivative works based on the Gnani Product or any portion thereof with sole exception of a non-waivable right granted to You by any applicable legislation.
e. remove or alter any copyright notices or proprietary notices on any labels, or marks of the Gnani Product.
f. Demonstrate, copy, sell the Gnani Product to any third party.
g. publish or otherwise disclose information relating to the performance or quality of the Gnani Product to any third party.
h. Sub-license, rent or lease any/all portion of the Gnani Product.
i. use for unlicensed and illegal purpose.
j. assign or transfer any of your rights or obligations under this Agreement.
5. ACTIVATION / INSTALLATION
a. Gnani will install/activate Gnani Product onsite / remote support. Gnani expressly disclaims any loss of data, loss of profits during such installation/activation. If you modify your Device or make alterations/modifications to other vendors’ Product installed on it, you may be required to repeat activation of the Gnani Product or installation of license key file or in case contact Gnani. Gnani reserves the right to verify the validity/legality of license and Gnani Product.
b. Gnani will verify the Device submitted by the user at the time of registration, if there are problems in verification, Gnani product will not be activated / installed. This is an essence term for activation of the Gnani Product.
c. You agree that we may use those measures. You agree that Gnani’s Product may use the measures that can control and prevent piracy of Gnani Products.
6. THIRD PARTY WEBSITE LINKS
At some point the Gnani Product may include links to third party sites; you may link to such third-party websites as the user of this Gnani Product. The third-party sites are not under the control of Gnani and Gnani is not responsible for the contents of any third-party website, any links contained in the third-party’s websites. Gnani is providing these links to third party websites to you only as a convenience and is not responsible for any kind of loss/ damage arising out of it.
You are entitled to use Gnani Product only during the license period commencing from the date of activation of the Gnani Product up to the period mentioned in your License details. Except for evaluation and beta licenses or other licenses where the term of the license is limited per the evaluation/beta or other agreement, the term of the license is for the duration mentioned in your License.
8. FEATURES OF GNANI PRODUCT
a. During the License Period of the Gnani Product, You have the right to use features of Gnani Product.
b. During the License Period of the Gnani Product, You have the right to receive free Updates of the Gnani Product as and when Gnani publishes the Updated and free version upgrade as and when Gnani releases new version upgrade. You agree, understand and accept that You will be required to regularly download Updates published by Gnani. Any and all Updates/upgrades you receive from Gnani shall be governed by this Agreement, or as amended from time to time by Gnani.
c. You agree, accept and acknowledge:
i. that You are solely responsible for the configuration of the Gnani Product Settings and the results, actions, inactions initiated due to the same and Gnani assumes no liability/responsibility in any case and the Clause of Indemnification shall be applicable.
ii. that Gnani assumes no liability/responsibility for any data deletion, including but not limited to any deletion/loss of personal, and/or confidential data; and/or uninstallation of third party apps; and/or change in settings; and / or change in contacts and / or Deletion/loss of contacts, specifically authorized by You or occurs due to the actions, inactions (whether intentional or not) by You or any third party whom You have authorized to use, handle your Device due to features of Gnani Product.
iii. that to avail/use certain features of the Gnani Product, you may be required to incur some cost and that Gnani does not warrant that the usage of certain features of the Gnani Product are free of cost and that Gnani shall not entertain and expressly disclaims, any claim for reimbursement of any expenses including but not limited to any direct or incidental expenses arising out of Your usage of such features of the Gnani Product.
iv. that you be solely responsible and shall comply all applicable laws, regulations of India and any foreign laws including without limitation, privacy, obscenity, confidentiality, copyright laws for using any report, data, information derived as a result of using the Gnani Product.
v. that while using the Gnani Product, Gnani suggests some actions to be initiated by You in your sole benefit, for example “Gnani Product may suggest You uninstall infected applications”, however such actions are suggestive and Gnani takes no responsibility/liability if you perform such suggestive actions or not and Gnani assumes no responsibility/liability for any liability arising out of such actions/inactions.
Gnani offers support features during usage of this Gnani Product with technical support team and/ or the technical support team may, at your discretion, take remote access. The availing of this support will be solely at your discretion and you are solely responsible to take back up of the existing data/Product/programs in your Device before availing such a support. Gnani will not be held responsible for any loss of data, any kind of direct/ indirect/ consequential loss or damage to data/ property arising during this entire process. If at any point of time the Technical Support team is of the opinion that it is beyond their scope, it will be the sole discretion of Gnani to suspend, cease, terminate or refuse such support as Gnani does not claim any warranty and/or guarantee of any kind in providing the support feature.
10. EMAIL/ELECTRONIC COMMUNICATION
Once you register the Gnani Product by activating / installing the Gnani Product, Gnani may communicate with you on the contact information submitted during the registration process through email or any other electronic communication device. The communication can be for the purpose of product verification for your convenience.
11. COLLECTION OF INFORMATION
Gnani Product may collect the following information which may / may not contain any personally identifiable information either with or without your discretion/permission for statistical purpose or enhancing and evaluating the ability, effectiveness and performance of Gnani’s product in identifying and/or detecting the malicious behavioral pattern, inherently fraudulent websites and other Internet security threats/ risks.. The information entered by the end users during registration will not be correlated with any personally identifiable information except as herein stated and shall include, but not limited to:
a. Any type of Executable files which the Gnani Product may identify having a potentially malware behavioral pattern.
b. Any type of information relating to the status of the Gnani Product that whether there occurred any error while installing the Gnani Product or the installation was successful.
c. Any type of URLs of websites visited that the Gnani Product deems inherently and potentially fraudulent.
d. Any type of information that Gnani Product deems potentially fraudulent, posing security risks/ threats.
e. Any type of information for identifying the Media Access Control (MAC) address of the Device, Global Positioning System (GPS) on which the Gnani Product has been installed.
f. Any type of information for identifying the Internet Protocol (IP) Address and information required for effective license administration and enhancing product functionality and usability.
g. You admit that the information/data as collected above can be used for analyzing, preventing and detecting the potential internet security risks, publishing any type of data/reports/ presentations on the trends collected, sharing the data to create awareness with any organizations, vendors.
12. INTELLECTUAL PROPERTY RIGHTS
You understand and acknowledge that Gnani Product including all subsequent copies in any media is the sole proprietary of Gnani and Gnani does not grant any right, title and interest in Gnani Product or in any Intellectual Property of Gnani or third-party licensor. Any error corrections, modification, enhancements, updates, upgrades made to Gnani Product by you or Gnani will be the sole and exclusive property of Gnani. Gnani Product and the accompanying written materials are the property of Gnani and are copyrighted. Copying of the Gnani Product or the written material is expressly forbidden. The Gnani Product, source code, activation code, license keys, documentation, systems, ideas, information, content, design and other matters related to the Gnani Product, trademarks, are the sole proprietary and Intellectual Property rights of Gnani protected under the Intellectual property Laws and belong to Gnani. No license, right or interest in Gnani’s logos, trademarks is granted to You under this Agreement and you hereby agree not to remove any product identification or notices of proprietary restrictions.
At Gnani’s written request, You will furnish Gnani with a signed certification verifying that the Gnani Product is being used in accordance with the provisions of this EULA. Gnani may audit Your use of the Gnani Product. Any such audit will be conducted during regular business hours at Your facilities and will not unreasonably interfere with Your business activities. If an audit reveals that You are using the Gnani Product contrary to the terms and conditions of this EULA then You will be invoiced for additional license fees consistent with Your actual use of the Gnani Product in accordance with Gnani’s then current price list for the Gnani Product, which amount will be immediately due and payable. This assessment of additional fees will be without prejudice to any other remedies. Gnani may have for breach of this EULA, including without limitation, termination under Clause 17 (“Termination”).
14. YOUR RESPONSIBILITIES
You understand, agree, warrant and are responsible:
a. to adhere and follow the Terms and Conditions of the Gnani Product provided along with the Gnani Product. Gnani has mentioned the user guidelines in the Terms and Conditions of the Gnani Product. Any violation found in terms of usage not prescribed in the Terms and Conditions of the Gnani Product, will result in void warranty with immediate effect.
b. to immediately notify Gnani about the problems, if any arising in the Gnani Product and to request for the support services to the authorized agents, employees of Gnani in such format as notified by Gnani from time to time.
c. to carry out all the recommendations of Gnani for determining the nature or cause of a problem and for the resolution of the same. You shall be solely responsible for maintenance and support of all the designated hardware, servers, networking products, other equipments and operating systems, database Platform on or which you operate the Gnani Product.
15. LIMITED WARRANTY AND DISCLAIMERS
a. The Gnani Product provided by Gnani is “AS IS” and “AS AVAILABLE” without warranty of any kind, expressed or implied, including but not limited to the implied warranties of merchantability, fitness, usage, performance, satisfactory quality, integration, applicability for a particular use and any other warranties are disclaimed to the fullest extent permissible pursuant to the applicable law.
b. Gnani does not warrant, make any representations that Gnani Product will work uninterrupted, timely, secure or error-free or shall meet any or all your requirements whether disclosed to Gnani or any of its directors, agents, distributors and employees. The entire risks, faults as to performance of the Gnani Product, to achieve your intended results, the results obtained from the Gnani Product shall be assumed by You.
c. You understand and accept that the Gnani Product will substantially perform according to the specifications, descriptions stated in the Terms and Conditions of the Gnani Product, as updated from time to time, subject to the following and Gnani expressly disclaims any and all liabilities arising from the following circumstances:
(i) incompatibility caused by any Product and/or hardware components installed on your Network/server where the Gnani Product will be/is installed.
(ii) Any actions initiated by You or by third parties which were beyond the reasonable control of Gnani.
(iii) Any failures, malfunctions, defects resulting from abuse, improper installation, theft, misuse, accident, operation or maintenance, acts of God, alteration, power failures, casualty, alterations, neglect, non-permitted modifications, acts of terrorism, vandalism and unauthorized repairs.
(iv) the deficiencies, defects, in Your premises for operation and related infringements.
(v) Your violations of the terms and conditions described in the Terms and Conditions of the Gnani Product or in this Agreement.
The Gnani Product, the terms and pricing under this EULA, and any other information that may be marked as confidential is the confidential and proprietary information of Gnani (“Confidential Information”). Results of any benchmark tests on the Gnani Product run by You may not be disclosed outside Your organization without the prior written consent of Gnani. You will hold the Confidential Information in strict confidence during the term of this EULA and for a period of five (5) years thereafter. You will take reasonable steps to ensure that Your employees and agents also comply with the confidentiality obligations of this Section. You acknowledge that confidential aspects of the Gnani Product (including but not limited to any source code) are trade secrets of Gnani, the disclosure of which would cause substantial harm to Gnani that could not be remedied by the payment of damages alone. Accordingly, Gnani will be entitled to preliminary and permanent injunctive and other equitable relief for any breach of this Section.
a. You expressly understand, admit and warrant that in no event shall Gnani and/or any of its directors, employees, agents, partners, distributors be liable from any and against all claims, expenses, suits, costs, demands, judgments whatsoever made by you and/ or any third party for any direct, indirect, incidental, special, punitive, consequential and/or exemplary damages including, but not limited to damages for loss of business / profits, damages for loss of confidential / other information, failure to meet any statutory duty /duty of reasonable care / duty in good faith, economic / notional loss, loss for business interruption, goodwill, damage and loss of data or programs, or other intangible losses (even if Gnani has been advised of the possibility of such damages), to the fullest extent permissible by law:
I. Arising due to your usage of Gnani Product.
II. your negligence or inability of using the Gnani Product or support.
III. any dispute between you and third party with respect to availing the Gnani Product.
IV. your violation of any rights of any other individual and/or entity.
V. your breach of the Agreement.
VI. the failure of Gnani to provide Support Service or any other.
a. This limitation will apply to all causes of action whether arise in equity or tort, including but not limited to breach of contract, breach of warranty, negligence, strict liability, misrepresentations and You hereby release Gnani and/or its directors, employees, agents, distributors from any and all obligations, liabilities in excess of the limitation stated herein.
b. Notwithstanding any other terms of this Agreement, the maximum liability of Gnani for any claims under this Agreement shall in no event exceed the amounts payable by You towards the Licensing of Gnani Product. Claim would vary depending upon the assessment done by Gnani and would be subject to above.
This EULA and the license granted hereunder may be terminated by Gnani in its sole discretion if You breach any provision of this EULA. Termination will not relieve You of Your obligations specified in Section 18.2.
18.2. Effect of Termination
Upon termination of this EULA or the license granted hereunder, you shall cease using the Gnani Product, shall delete the Gnani Product, including the License File(s), from Your computer and shall either return to Gnani or destroy the Gnani Product, including the License File(s), Documentation, packaging and all copies thereof. If You elect to destroy the Gnani Product then You shall certify in writing to Gnani the destruction of the Gnani Product. Termination of this EULA and return or destruction of the Gnani Product will not limit either party from pursuing other remedies available to it, including injunctive relief.
a. Force Majeure. Gnani shall not be liable for any damages or penalty for delay of failure in performance of its obligations, pursuant to any accepted purchase order/ Services Agreement, or for failure to give notice of delay when such delay is caused by the elements, acts of God, or performances by Gnani’s vendors or other third parties, or any other causes beyond the reasonable control of Gnani. Provided that Gnani shall endeavour to complete the task within a reasonable period after happening of any event as covered under such force majeure.
b. Jurisdiction. This agreement and any matter relating thereto shall be subject only to jurisdiction of Courts at Bangalore, Karnataka India and shall be interpreted as per the terms of the law/s for the time being in force in India. Any dispute which may arise out of this Agreement, breach of terms and conditions under this Agreement, shall be settled by direct negotiations between You and Gnani. In the case of failure to resolve the dispute in the manner set out above within 30 days from the date when the dispute arose, the dispute shall be referred to a sole arbitrator, to be appointed mutually by both Gnani and You. The venue of arbitration shall be Bangalore. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 and Indian Laws and shall be conducted in the English language. The arbitrator shall also decide on the costs of the arbitration proceedings. To the extent possible, after the commencement of any arbitral proceedings the Parties shall continue to perform their respective obligations under this Agreement. The provisions of this Clause shall survive termination of this Agreement. Subject to the provisions of this Clause, the Courts in Bangalore, India shall have exclusive jurisdiction and the parties may pursue any remedy available to them at law or equity
c. Complete Agreement. This Agreement comprises the entire agreement between the parties regarding it subject matter, and supersedes any proposals, negotiations, representations, advertisements, marketing materials or communications whether, oral or written, with respect to the Gnani Product or to subject matter of this Agreement. You shall be bound by any and all clauses of the Agreement updated and displayed by Gnani on the website www.gnani.ai from time to time. Any waiver by either party of any violation of any provision of this agreement by the other party will not be deemed to waive any other violation of the same or any other provision.
d. Severability. If any of the provisions contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby and the balance of the Agreement will continue in full force and effect to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent.
e. Survival. The Clauses in this Agreement including not limited to rights to License fees receivable, “Indemnification”, “Limited Warranties & Disclaimers” and “Intellectual Property” shall survive expiration or termination of this Agreement.
f. You cannot assign your rights or delegate duties or obligations under this Agreement. The failure to exercise or delay in exercising a right or remedy by Gnani under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any prior, concurrent or subsequent right or remedy.
g. The Section numbers and headings are included merely for the convenience of the parties and are not to be construed in interpreting this Agreement.
h. Gnani reserves right to amend this End-User License Agreement from time to time and will keep updated on its website www.gnani.ai or any other means and it would be binding on end user.
i. Gnani reserves the right to co-operate with any legal process and may provide documents, information related to your use of the Gnani Product.