END USER LICENSE AGREEMENT
NOTICE TO USER: PLEASE READ THIS END USER LICENSE AGREEMENT (“Agreement”) CAREFULLY.
This Agreement is a legal agreement, like any written and negotiated agreement signed between you (an individual or a single entity, hereinafter referred to as the “End User” or “You”) and Roadmetrics Private Limited, a private company registered under the Companies Act, having its registered office at 23, Venkataswamy Naidu Rd., Opposite Regenta Place, Shivajinagar, BENGALURU, Bangalore, Karnataka, 560051 (hereinafter referred as “Roadmetrics”) with regards to its copyrighted software “Roadmetrics platform, Roadmetrics navigation”, Standard version.
Software for the purposes of this Agreement includes; a) the information provided with this Agreement, printed or otherwise, including but not limited to, all the software files, data and other computer information, along with sample and stock presets (settings/configurations), images, sounds, clip art, animations and other copyrighted or artistic works bundled with the Software, including but not limited to other third-party proprietary software (“Content Files”); b) explanatory written materials and files in electronic form (provided online or otherwise) (“Documentation”) and c) the Package (in which the Software along with the Content Files and Documentation is supplied/provided);.
BY CLICKING ON "I AGREE" or "CONTINUE" BELOW OR DOWNLOADING OR COPYING, OR INSTALLING, OR OTHERWISE USING ALL OR ANY PORTION OF THE SOFTWARE, THE END USER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. END USER MAY HAVE ANOTHER WRITTEN AGREEMENT DIRECTLY WITH ROADMETRICS THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT, IN WHICH CASE CERTAIN ADDITIONAL OR DIFFERENT TERMS MAY APPLY.
This Agreement is enforceable against the End User who has obtained the license to use the software. If the End User does not agree to the terms of this Agreement, the End User shall not download, copy install or otherwise use the Software and in case it is downloaded, must visit www.roadmetrics.ai for information about returning this product to Roadmetrics, the intellectual property right holder of this Software.
The Software may cause the End User’s computer to automatically connect to the internet. See Clause 8 of this Agreement for additional information. The Software may include product validation and other technology designed to prevent unauthorized use and copying. This technology may cause the End User’s computer/Mobile application to automatically connect to the internet as described in Clause 8.3 of this Agreement. Additionally, once connected, the Software may transmit the serial number and other information to Roadmetrics to prevent uses of the Software that are not permitted as per relevant Applicable laws, and restricted under the terms of this Agreement.
This SOFTWARE is protected by the Indian copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Visit www.roadmetrics.ai for more information.
DEFINITIONS AND INTERPRETATION
1.1.1. Applicable Laws means any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of Law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter, in the Republic of India;
1.1.2.Content File means and includes the information provided with this Agreement, including but not limited to, all the software files, data and other computer information, along with sample and stock presets (settings/configurations), images, sounds, clip art, animations and other copyrighted or artistic works bundled with the Software, including the associated media.
1.1.3.Documentation means and includes the explanatory written materials and files either in electronic form (provided online or otherwise) or in physical form provided with the Software.
1.1.4. End User means a person who, obtains the License to use the Software from Roadmetrics or its distributors, or downloads or copies or installs the Software or any part of it or otherwise uses all or any portion of the Software.
1.1.5.Intellectual Property Rights means and includes all copyrights, trademarks (whether registered or unregistered), trade or business names, rights in relation to databases, source code, design rights, trade secrets, blurprints, algorightms, technical know-how, processes, utility models, and so-called rights of personality, privacy and publicity, whether registered or not, or any other commercial or Intellectual Property rights and all rights or forms of protection of a similar nature or having an equivalent or similar effect to any of the above, which may subsist anywhere in the world, that are owned by Roadmetrics.
1.1.6.License means the personal, revocable, non-transferable and non-exclusive right to use the copy of the Software provided with this Agreement, granted to the End User by Roadmetrics, subject to the terms and conditions contained in this Agreement.
1.1.8. Product Support means and includes upgrades to or updation of the Software and bug fixes and other Software support that may be provided by Roadmetrics, as provided for in the Product Support Agreement.
1.1.9. Software means the standard version of Roadmetrics copyrighted software Roadmetrics platform, Roadmetrics Navigation and/or any supplemental software code provided as part of the support services or otherwise and includes; a) the information provided with this Agreement, printed or otherwise, including but not limited to, all the software files, data and other computer information, along with sample and stock presets (settings/configurations), images, sounds, clip art, animations and other copyrighted or artistic works bundled with the Software (“Content Files”), including but not limited to other third-party proprietary software; b) explanatory written materials and files in electronic form (provided online or otherwise) (“Documentation”); c) the package (in which the Software along with the Content Files and Documentation is supplied/provided);
1.1.10. System means any device that is capable of processing instruction sets, including but not limited to computer (mobile phones,desktop, laptop, netbook, tablet PC and other such devices), hand held devices like Personal Digital Assistant (“PDA”), mobile device, e-book readers.
1.1.11. Updates means and includes any update, update rollup, feature pack, critical update or security update that is used to improve or to fix the Software.
1.1.12.Upgrades means and includes software that replaces an installed version of the Software with a newer version of the Software.
In this Agreement:-
words and expressions not defined in this Agreement, shall, unless the context otherwise requires, have the same meanings ascribed to them under the Indian Contract Act, 1872 the Indian Copyright Act 1957 or the Trade Marks Act, 1999, as the case may be.
the masculine gender shall include the feminine and neuter genders and vice versa and the singular number shall include the plural and vice versa;
unless otherwise stated, references to Clauses are references to Clauses of this Agreement;
headings to Clauses are for convenience only and shall not affect the construction or interpretation of this Agreement;
the rule of construction, if any, that a document should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply.
2. LICENSE GRANT
In consideration of the End User agreeing to the terms and conditions contained in this Agreement, Roadmetrics grants to the End User, a personal, revocable, non-transferable and non-exclusive right to use the copy of the Software provided with this Agreement. The End User agrees and acknowledges that the License to use the Software provided with this Agreement, entitles the End User to use the Software on one (1) System only. For use on a System having more than one (1) operating system, the End User shall obtain a separate license for each such Operating System.
Unless otherwise provided in this Agreement, End User agrees that the End User shall not make copies of the Software. End User agrees that End User shall not copy the Content Files or Documentation provided with the Software unless permitted under this Agreement. Modifying, translating, renting, copying, transferring or assigning all or any part of the Software, or any rights granted hereunder, to any other persons and removing any proprietary notices, labels or marks from the Software or the Package in which the Software may be provided, is strictly prohibited and will constitute a breach of this Agreement. Furthermore, End User hereby agrees not to create derivative works based on the Software and not to transfer this Software. It is further understood and agreed by the End User that Roadmetrics retains all rights related to the Software not specifically granted to the End User in this Agreement, and is the sole owner of the Software for perpetuity.
2. End User further acknowledges that the End User does not have the right to allow other persons to access and use the End User’s copy of the Software The License does not give the End User a right to allow any third-party to access or use the Software over the Internet.
3. USE OF SOFTWARE
3.1 Backup Copy
End User may make 1 (One) backup copy of the Software, provided that End User’s backup copy is not installed or used for other than archival purposes.
3.2 Content Files
The terms and conditions related to the use, display, modification, reproduction and distribution of any of the Content Files and/or other rights and restrictions with respect to the Content Files, shall be in accordance with the “Read-Me” files or license(s) associated with those Content Files. Further, the End User may not claim any intellectual property rights in the Content Files or derivative works thereof.
3.3 Dual Boot Platform
The Software is licensed for use only on a single operating system. In case the System used by the End User has a dual boot system, the End User must obtain separate Licenses for use of the Software on each of the operating systems. For example, if the End User desires to install the Software on a System that runs 2 (two) or more operating system platforms (i.e., a Dual Boot Platform), then the End User must obtain two separate Licenses for the using the Software on each operating system platform. This is true even if two (2) versions of the Software, each designed for a different operating system platform, are delivered to the End User on the same media.
The End User may make copies of the Documentation for End User’s personal use, in accordance with the terms and conditions under this Agreement, but no more than the amount reasonably necessary. Any permitted copy or copies of the Documentation that the End User makes must contain the same copyright and other proprietary notices that appear on or in the Documentation.
3.5 Copyright and Proprietary Notices
Any permitted copy of the Software that the End User makes must contain the same copyright and other proprietary notices that appear on or in the Software.
3.6 Use Obligations
The End User agrees that the End User shall not use the Software other than as permitted by this Agreement and as prescribed under the Applicable Laws, and that the End User shall not use the Software in a manner inconsistent with its design or Documentation.
3.7 No Modifications
The End User agrees that the End User shall not modify, port, adapt, or translate the Software, unless specifically permitted under this Agreement.
3.8 No Reverse Engineering
End User agrees that End User will not attempt to, reverse compile, modify, translate, reverse engineer or disassemble the Software in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this License and the reversion of the rights granted hereunder to End User.
3.9 No Unbundling
The Software may include various applications, utilities and components and may support multiple platforms and languages. Nonetheless, the Software is designed and provided to the End User as a single product, to be used in accordance with the terms and conditions under this Agreement. The End User shall not unbundle or repackage the Software for distribution, transfer or resale.
3.10 No transfer/No Rental
The end user will not loan, rent, lease, resell, distribute, sublicense, assign or transfer the rights in the software, granted to the end user under this agreement, or authorize any part of the software to be copied onto another individual’s or legal entity’s system except if expressly permitted herein. further, the end user shall not loan, rent, lease, resell, distribute, sublicense, assign or transfer the third party software that may be made available to the end user with the software, unless the license terms of such third party software provide for such loan, rent, lease, resell, distribute, sublicense, assign or transfer.
4. TERM OF LICENSE
Subject to the terms and conditions of this Agreement, Roadmetrics grants to the End User, License to use the Software for a period of years the product has been bought, from the date of downloading the Software (“Term”). If the End User is not willing to use the Software or if the Term of the Software expires, all copies of Software installed on the System of the End User and all the associated Documentation and Content Files shall be deleted/ purged with immediate effect.
5. DISCLAIMER OF WARRANTY
1. Notwithstanding anything contained herein, the End User agrees and understands that the Software is provided on "AS IS" basis, without warranty of any kind. Roadmetrics disclaims and make no express or implied warranties and specifically disclaim the warranties of merchantability, fitness of the Software for a particular purpose and non-infringement of third-party rights. The entire risk as to the quality and performance of the Software is with End User. Roadmetrics does not warrant that the functions contained in the Software will meet End User’s requirements or that the operation of the Software will be uninterrupted or error-free. Roadmetrics is not obligated to provide any form of Product Support for the Software including updates and upgrades. No oral or written information or advice given by Roadmetrics shall create a warranty. Should the Software prove defective, the End User will assume the entire cost of all necessary servicing, repair or correction.
2. The End User expressly acknowledges and agree that use of the Software is at its sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with End User, to the maximum extent permitted by Applicable Law, the Software is provided "as is", with all faults and without warranty of any kind, hereby disclaim all warranties and conditions with respect to the Software, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. Roadmetrics does not warrant against interference with End User’s enjoyment of the Software, that the functions contained in the Software will meet End User’s requirements, that the operation of the Software will be uninterrupted or error- free, or that defects in the Software will be corrected. Installation of this Software may affect the usability of third-party software, applications or third-party services. The End User further acknowledges that the Software and services are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in the content, data or information provided by, the Software or services could lead to death, personal injury, or severe physical or environmental damage, including without limitation the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, critical health care or life support systems, or critical defence and weapons systems. The End User understands and agrees that no oral or written information or advice given by Roadmetrics or a Roadmetrics authorized representative shall create a warranty.
6. EXPORT RULES
The End User agrees that the Software will not be used in any manner prohibited by the international treaties governing export of software and applicable Indian export laws and regulations. End User shall be solely responsible for compliance with, and any liability arising out of use of the Software in violation of international treaties governing export of software and the applicable Indian export laws and regulations. Further, such violation shall result in the automatic termination of the License granted to the End User under this Agreement.
7. COMPLIANCE WITH LICENSE
By entering into this Agreement, the End User specifically agrees that Roadmetrics shall have the right to inspect the End User’s records and system at its sole discretion, to verify that the End User’s use of the Software is in conformity with this Agreement. If such inspection discloses that the End User’s use of the Software is not in conformity with this Agreement, the End User shall immediately do or abstain from doing all such actions as may be required to ensure that the use of Software is in conformity with this Agreement.
8. INTERNET CONNECTIVITY AND PRIVACY
8.1 Automatic Connections to the Internet
The Software may cause the End User’s System, without any notice, to automatically connect to the Internet and to communicate with a Roadmetrics web site for purposes that may include, providing the End User with additional information, features and functionality in relation to the Software. The End User agrees and consents that:
8.1.1 When the Software automatically connects to the Internet, an Internet protocol address (“IP Address”) (considered as personally identifiable information in some jurisdictions) associated with the End User’s Internet connection may be sent to a Roadmetrics’ web site,
The Software may cause the End User’s System, without additional notice, to automatically connect to the Internet (intermittently or on a regular basis) to check for Updates that are available for download to and installation on the System and to let Roadmetrics know the results of installation attempts. Please consult the Documentation for information about changing update settings.
The Software may cause End User’s System, without additional notice, to automatically connect (intermittently or on a regular basis) to the Internet in order to validate (To check if a valid license for the Software has been granted to the End User) the Software. In cases where Software fails to be validated, the Software functionality may be reduced or may not function at all.
- This Agreement will be effective during the Term of the License as provided in Clause 4. Roadmetrics may terminate this Agreement for any reason, including but not limited to End User’s breach of any of the terms of this Agreement.
Termination of this Agreement shall be without prejudice to the rights and remedies available to Roadmetrics under this Agreement and/or Applicable Laws, including without limitation the claiming damages and/or seeking permanent injunction.
Upon termination, the End User shall destroy or return to Roadmetrics, all copies of the Software and certify the same in writing.
10. THIRD PARTY RIGHTS
10.1 The Licensee agrees that the Software may contain other software(s) that have originated from third party vendors and that the rights, title and ownership to any third party software incorporated in the Software shall remain with such third party at all times and will be governed by the terms and conditions provided by such third-party.
11. INTELLECTUAL PROPERTY RIGHTS.
11.1.The Software is licensed, not sold to the End User. End User acknowledges that no title to the Intellectual Property in the Software is transferred to the End User. End User further acknowledges that title and full ownership rights to the Software will remain the exclusive property of Roadmetrics and that the End User will not acquire any rights to the Software, except as expressly set forth above. All copies of the Software will contain the same proprietary notices as contained in or on the Software. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by Roadmetrics. The Software and any authorized/permitted copies of the Software that the End User makes are the intellectual property of and are owned by Roadmetrics. The structure, organization, and source code of the Software are the valuable trade secrets and confidential information of Roadmetrics. The Software is protected by law, including but not limited to the copyright laws of India and other countries and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant the End User any intellectual property rights in the Software and all rights not expressly granted are reserved by Roadmetrics.
12.1.“Confidential Information” includes: (a) the Software; (b) any and all information disclosed by Roadmetrics to the End User, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary. “Confidential Information” does not include information received from Roadmetrics, that End User can clearly establish by written evidence: (a) is or becomes known to End User from a third party without an obligation to maintain its confidentiality and without the breach of this Agreement; (b) is or becomes generally known to the public through no act or omission of End User; or (c) is independently developed by End User without the use of Confidential Information.
12.2.End User agrees to not make any use of Confidential Information for any purpose except as expressly provided in this Agreement, End User will not disclose Confidential Information to any third party and will protect and in no event treat all Confidential Information with less than reasonable care. Except as expressly provided in this Agreement, in the event that End User is required to disclose Confidential Information pursuant to operation of any law judicial order, or government regulations, End User will notify Roadmetrics of the required disclosure with sufficient time for Roadmetrics to seek relief, and will cooperate with Roadmetrics in taking appropriate protective measures, and will make such disclosure in a fashion that maximizes protection of the Confidential Information from further disclosure.
13. INDEMNIFICATION BY END USER
13.1.End User agrees to indemnify, hold harmless and defend Roadmetrics from and against any third party claims or lawsuits, including attorney's fees that arise or result from the use of the Software in violation of this Agreement by the End User, and/or its permitted assigns.
14.1.To the extent not prohibited by Applicable Law, in no event shall Roadmetrics or their authorized agent (s) be liable for personal injury, or any incidental, special, indirect, or consequential damages whatsoever, including without limitation, damages for loss of profits, corruption or loss of data, failure to transmit or receive any information, business interruption or any other commercial damages or losses, arising out of or related to your use of or inability to use the Software, however caused, even if the End User has been advised of the possibility of such damages.
15.1.The End User acknowledges that the breach of this Agreement would result into irreparable damage(s) to Roadmetrics. If the End User breaches the provisions of this Agreement, the End User shall be liable to pay damages Roadmetrics, including but not limited to, adequate direct / indirect or consequential, exemplary, special, punitive, incidental damages which may be ascertained to have caused by a direct or indirect action of the End User.
16. PRODUCT SUPPORT
16.1.This Agreement only grants the End User the Licence to use the Software for the prescribed Term. Notwithstanding anything contained herein, Roadmetrics is not obligated to provide any form of Product Support during the Term. The End User may enter into a separate Product Support Agreement, with Roadmetrics for seeking Product Support, at such costs, terms and conditions, as may be notified by Roadmetrics from time to time. For product support, please mail to firstname.lastname@example.org.
16.2.Any supplemental software code provided to the End User as part of the support services is considered part of the Software and is subject to the terms and conditions of this Agreement. The End User acknowledges and agrees that Roadmetrics may use technical information that the End User provides to Roadmetrics as part of the support services for its business purposes, including for product support and development. Roadmetrics will not utilize such technical information in a form that personally identifies the End User.
17. AMENDMENT BY ROADMETRICS
17.1.The End User specifically agrees and confirms that the right to amend the terms and conditions of this Agreement from time to time is granted to and remains with Roadmetrics (“Right to Amend”). The End User further agrees and confirms that while exercising this Right to Amend, Roadmetrics is under no obligation to seek prior permission from the End User or delivering a prior notice to the End User, for such amendment(s). Such amendment(s) shall become part of this Agreement and shall bind anyone who has consented to the Agreement even prior to such amendment as long as the Licence subsists. Roadmetrics at its discretion may notify the End User through Roadmetrics website or app about such amendment within 72 (Seventy Two) hours of bringing such amendment to effect.
18.1.If any provision of this Agreement is held or found to be unenforceable, illegal or void, all other provisions will nevertheless continue to remain in full force and effect.
19. ENTIRE AGREEMENT
19.1.This Agreement constitutes and represents the entire agreement between Roadmetrics and the End User with regard to the rights and obligations of Roadmetrics and the End User and supersedes all prior arrangements, agreements or understandings, if any, whether oral or in writing, between Roadmetrics and the End User on the subject matter hereof or in respect of matters dealt with herein.
20. GOVERNING LAW
20.1.This Agreement shall be governed and construed in accordance with the laws of the Republic of India. This Agreement shall be subject to the exclusive jurisdiction of the Courts at Bengaluru.
21. DISPUTE RESOLUTION
21.1.Subject to Applicable Laws, Roadmetrics and the End User (“Parties to the Dispute”) shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy or claim arising from or related to this Agreement (each, a “Dispute”). In the event that Roadmetrics and the End User are unable to, within 30 (thirty) days from the date of such Dispute, to reach a resolution, such Dispute shall be referred for mediation to a mutually acceptable Senior Counsel of the Karnataka High Court who shall attempt in good faith to reach a resolution of the Dispute. If the foregoing procedures fail to achieve a mutually satisfactory resolution within 60 (sixty) days from the date of such Dispute, then either Roadmetrics or the End User may, by written notice to the other Roadmetrics or the End User, as the case may be, elect to have the matter settled by binding arbitration as provided below.
21.2.In a situation where in the above mentioned steps fail, such Dispute shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 and the rules made there under, as amended and in force, from time to time.
21.3.Parties to the Dispute shall mutually appoint one arbitrator and the arbitrators so appointed shall appoint the presiding arbitrator, failing which the third arbitrator shall be appointed in accordance to the Arbitration and Conciliation Act, 1996.
It is expressly agreed between the Parties to the Dispute that:
- The Seat of such arbitration shall be at Bengaluru;
The arbitration proceedings shall be conducted in the English language.
The arbitration award shall be final and binding.
22.1. All provisions relating to confidentiality, proprietary rights, dispute resolution, severability, indemnity and damages shall survive the termination of this Agreement.
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