1.    ACKNOWLEDGEMENT

By using our Software application and software, known by whatsoever name, you acknowledge that you have,

• reviewed the terms of our End User Licence Agreement (EULA),

• this Privacy Policy (Privacy Policy),

• have the authority to act on behalf of any person for whom you are using the Product, and

• agree that we may collect, use and transfer your Data in accordance with this Privacy Policy.

• if you are using our Product on behalf of a company, then you acknowledge that you are binding your company to this Privacy Policy.

“This Privacy Policy applies to our Customers. It is the responsibility of the Customer to determine if the Privacy Policy is consistent with its own treatment of end user data.

If you choose to continue to use our application/software/products, it will imply that you have understood our privacy policy and agree to it”

2.    DEFINITIONS

2.1.    Company means TRUNDL LABS PRIVATE LIMITED, a private Limited Company incorporated in India, which is the owner of the brand and the software to which this policy relates.   The terms “we”, “us” and “our” when used in this Privacy Policy are a reference to the Company.

2.2.    Customer means a direct customer of the Company. The terms “you”, “your” and “yours” when used in this Privacy Policy are a reference to the Customer.

2.3.    Apploud refers to any one or more software products that are branded under the Apploud name.

...

2.5.    Data means Personal Information and User Data

2.6.    Data Subject means an identified or identifiable natural person who is a user of our Product.

2.7.    Law means all relevant legal and regulatory requirements applicable to you or us.

2.8.    Personal Information means information about an identified individual, or an individual who is reasonably identifiable, whether the information is true or not and whether the information is recorded in a material form or not.

2.9.        Product in the context of this privacy policy refers to any one or more of our products owned by the Company wherever necessary deployment version of the product (Cloud or Server) is mentioned in this privacy policy, if not the relevant clause is applicable to both versions.

2.10.     Subprocessor means any processor engaged by us or by any other Subprocessor who agrees to receive from us or from any other Subprocessor, Personal Information exclusively intended for processing activities to be carried out on behalf of you after the transfer in accordance with your instructions, the terms of our EULA and this Privacy Policy.

2.11.     Supervisory Authority means the authority with the primary responsibility for dealing with the relevant data processing activity.

2.12.     Unsolicited Information includes any unsolicited communications by you to the Company.

2.13.     User Data means all information collected passively or actively from our Customers that is not Personal Information

3.    DATA COLLECTION, SHARING AND USAGE

3.1.        Software Versions

Our softwares come in two deployment versions to support corresponding variations in - Cloud & Server. Server instances are hosted within your infrastructure, neither we have any control nor any visibility into them.

Apart from your technical contact & billing contact we do not receive any additional details in case of Server version of our softwares. We will only use the technical & billing contacts to initiate product onboarding & to communicate billing information. Thus for the server (or data center or on-premise) version of our software - responsibility of data security & infrastructure lies with you.

Majority of the clauses defined in this privacy policy apply to the Cloud version of our software, in which case your data is hosted on our servers.

3.2.        Collection of personal information

Your personal information is collected in order to provide the best possible experience with our software. Personal information is a broad concept & refers to any data points that can help identify an individual. 

For example, your email addresses are collected to send out email notifications related to app features. Without email address our products/services will fail to provide you the desired experience. We do not store your email address (received through integration with Atlassian Apps) into our database but are rather stored temporarily until the emails are dispatched. Exception is when you store email address as 'user content'.

Any neutralised (also called anonymised) data does not fall under the purview of personal information. Your personal information is neutralised before being used for analysing product usage patterns.

The software collects your personal information either directly from you or through its integration with Atlassian Apps (like Jira, Jira Service Desk, Confluence, or any other).” without this information, the software may not be able to provide you with the desired functionality.

3.3.        Modes of Information Collection

3.3.1. From your Account and profile information

We collect information about you when you register for an account, create or modify your profile, set preferences, sign-up for or make purchases through the Services.

For example, you provide your contact information and, in some cases, billing information, when you register for the Services.

You also have the option of adding a display name, profile photo, job title, and other details to your profile information to be displayed in our Services.  We keep track of your preferences when you select settings within the Services

3.3.2. From your use of software

We collect information about you when you provide it to us, when you use our Services, and when other sources provide it to us, as further described below.  

3.3.2.1.        Log files: 

When you interact with the Software, we generate log files to help us operate and improve our Services. Web log files includes internet protocol (IP) addresses as well as browser type, internet service provider, URLs of referring/exit pages, operating system, date/time stamp, information you search for, locale and language preferences and system configuration information. For our Cloud Services, the information we collect includes the URLs you accessed, usernames as well as elements of content (such as Jira project names, project keys, status names, and JQL filters, and Confluence page titles and space names) as necessary for the Cloud Services to perform the requested operations. Occasionally, we collect Personal Data to information gathered in our log files as necessary to improve our Services for individual customers.

3.3.2.2.        Usage Data: 

“Usage Data” is aggregated data about a group or category of services, features or users that should not contain Personal Information. If Usage Data contains Personal Information, it is a byproduct of our efforts to understand broader patterns and trends. It is not a concerted effort by us to examine the content of any particular user. By agreeing to this privacy policy, you agree to provide us with analytics information related to our Cloud & Server software usage. We may or may not provide the facility to opt-out of this information sharing. This information is used to improve the product & any corollary services.

3.3.2.3.        Others

If you create, input, submit, post, upload, transmit, and/or store information (“User Content”) while using our services, your Personal information such as name, email address or other contact information will be associated with that User Content. For example, information regarding a problem you are experiencing with the Software could be submitted to our Support Services or posted in our public forums. Any information, including Personal Information, that you submit to our Websites could be visible to the public unless submitted to a secure area in the Website.

The Services include the products you use, where we collect and store content that you post, send, receive and share. This content includes any information about you that you may choose to include.

3.3.3.  Installer Analytics, Software Updates & License Information from Server Version:

During the installation of Software (specifically Server version), the installer sends analytics information to us to understand where in the installation process users are experiencing trouble or dropping out.

3.3.4. Cookies and Other Tracking Technologies: 

We use various technologies to collect information, including cookies. Cookies are used to support functionality in our apps to personalize the user experience (e.g. storing layout details from the last time you visited a page).

3.3.5. Payment Information:  

We collect payment and billing information when you register for certain paid Services.  For example, we ask you to designate a billing representative, including name and contact information, upon registration.  You might also provide payment information, such as payment card details, which we collect via secure payment processing services.

3.3.6. Device and Connection Information:

We collect information about your computer, phone, tablet, or other devices you use to access the Services. This device information includes your connection type and settings when you install, access, update, or use our Services. We also collect information through your device about your operating system, browser type, IP address, URLs of referring/exit pages, device identifiers, and crash data. We use your IP address and/or country preference in order to approximate your location to provide you with a better Service experience.  How much of this information we collect depends on the type and settings of the device you use to access the Services.  Server and data center Service administrators can disable collection of this information via the administrator settings or prevent this information from being shared with us by blocking transmission at the local network level. 

3.3.7. From other sources

In order to provide you with certain services, we may obtain Personal Information from our third-party service providers to verify and confirm the information you have submitted. For example, if you log into our Software through a third-party service, that service will share your Personal Information with us.

3.3.8. Other Partners:

We receive information about you and your activities on and off the Services from third-party partners, such as advertising and market research partners who provide us with information about your interest in and engagement with, our Services and online advertisements. 

3.3.9. Third Party Providers:

We may receive information about you from third party providers of business information and publicly available sources (like social media platforms), including physical mail addresses, job titles, email addresses, phone numbers, intent data (or user behavior data), IP addresses and social media profiles, for the purposes of targeted advertising of products that may interest you, delivering personalized communications, event promotion, and profiling.

3.4.   Sharing/Disclosure of personal information or data

3.4.1. With our third-party service providers: 

Some of the services we provide require the involvement of our third-party service providers, such as web hosting providers, application development, maintenance, virtual infrastructure (including storage and backup), communications providers, customer relationship management providers, and software providers. We have carefully selected these third-parties and have taken steps to ensure that your Personal Information is adequately protected. We do not share your Personal Information with third-parties for their marketing purposes (including direct marketing).

3.4.2. Compliance with Laws and Legal Requests: 

We may disclose your Personal Information to a third-party if we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or governmental request. In exceptional circumstances, we may share information about you with a third party if we believe that sharing is reasonably necessary to (a) comply with any applicable law, regulation, legal process or governmental request, including to meet national security requirements, (b) enforce our agreements, policies and terms of service, (c) protect the security or integrity of our products and services, (d) protect Atlassian, our customers or the public from harm or illegal activities, or (e) respond to an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person

3.4.3. Protection of Our Services: 

We may disclose your Personal Information to a third-party, if we believe it is reasonably necessary to (a) to enforce our agreements, policies and terms of service; (b) to protect the security or integrity of the product and services; (c) to protect our product, our customers or the public from harm or illegal activities; or (d) to respond to an emergency which we believe in the good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person.

3.4.4. Business Transfers:

In the case of a sale, merger, consolidation, liquidation, reorganization, or acquisition, any acquirer will obtain your personal information subject to our obligations under this Privacy Policy.

3.4.5. With Your Consent: 

We will share your Personal Data with third-parties when we have your consent to do so

3.5.   Data retention policy

We process the Data provided by you in accordance with the Privacy Policy and your instructions. We will promptly inform you if we cannot process your Data in accordance with the Privacy Policy.

You agree that we may collect and use technical data and related information, including without limitation, technical information relating to your device, system, and use of the Product(s), that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other services and communications to you related to the Products, including providing you with information about services, features, surveys, newsletters, offers, promotions; providing other news or information about us and our select partners; and sending you technical notices, updates, security alerts, and support and administrative messages. We may use this technical data and related information, as long as it is in a form that does not personally identify you, except to the extent necessary to provide you with support, or communications to improve our products or to provide services or technology to you.

4.    SECURITY MEASURES

4.1.   Third party

Our software/(s) are hosted at Amazon Web Services (Amazon Web Services Website), a world-class hosting provider. For more information on their servers, security & privacy policy, please see AWS documentation. All of your data is transmitted over HTTPS; however, as of now we don't encrypt any of the information when storing.

4.2.   Internal Controls

4.2.1. TRUNDL LABS PRIVATE LIMITED has a strict policy in place to limit the production database access. According to the policy, it is possible to access production database only when requested by a customer/prospect who is evaluating or is facing a problem

4.2.2. We use a self-assessment approach to ensure compliance with the Privacy Policy. We verify periodically that the Privacy Policy is accurate and comprehensive for the information intended to be covered, prominently displayed, completely implemented, and accessible and in conformity with applicable Laws. We encourage interested parties to contact us with any concerns using the contact information provided

4.2.3. Disclaimers:

4.2.3.1.      While we implement safeguards designed to protect your information, no security system is impenetrable and due to the inherent nature of the Internet, we cannot guarantee that information, during transmission through the Internet or while stored on our systems or otherwise in our care, is absolutely safe from intrusion by others.

4.2.3.2.      If you use our server or data center Services, responsibility for securing storage and access to the information you put into the Services rests with you. We strongly recommend that server or data center users configure SSL to prevent interception of information transmitted over networks and to restrict access to the databases and other storage points used.

4.3.   Need to know basis:

We restrict access and use of Data to only those employees who are responsible for processing Data to fulfil our obligations under the Privacy Policy; and also maintain a list of our employees that have been granted access to Data.

5.    INCIDENT RESPONSE

Where there has been a security breach, data leakage or Personal Information is lost, destroyed or becomes damaged, corrupted or unusable, we will notify you as soon as practicable.

6.    YOUR OBLIGATIONS

You agree and warrant that:

7.    ACCESS TO DATA

7.1.   Data Subjects have the right to request that we update, correct or, upon request, erase personal Information in our possession. We will endeavour to provide the requested Personal Information within a reasonable time with or without a reasonable Fee.

7.2.   If you request a correction to your Personal Information, then we will take reasonable steps to correct that Personal Information within a reasonable time frame.

7.3.   To guard against fraudulent requests, we will require information to confirm your identity before granting access or making corrections.

7.4.   We may decline to provide a Data Subject with access to Personal Information including where we determine that the information requested may disclose:

7.4.1. the Personal Information of another individual; or

7.4.2. trade secrets or other business confidential information;

7.4.3. is subject to legal professional privilege;

7.4.4. is not readily retrievable and the burden or cost of providing the information would be disproportionate to the nature or value of the information;

7.4.5. does not exist, is not held, or cannot be located by us;

7.4.6. would pose a serious threat to the life, health or safety of any individual, or to public health or safety if it were accessed; or

7.4.7. is not permitted by Law to be accessed.

8.    SUBPROCESSING

8.1.   Some of our obligations under the Privacy Policy and EULA may be performed by Subprocessors. A Subprocessor will only be granted access to your Data where:

8.1.1. such access is for purposes consistent with the Privacy Policy; and

8.1.2. the Subprocessor agrees to be bound by the Privacy Policy.

8.2.   When we work with Subprocessors, we seek to provide the Subprocessor with only the information the Subprocessor needs to perform its specific functions.

9.        CROSS-BORDER TRANSFER OF DATA

9.1.   If you are using our Products in a country other than the India, your communications will result in the transfer of Data across international boundaries. The countries in which recipients of your Personal Information are most likely to be located is India.

9.2.   If you provide Personal Information, you acknowledge and agree that Personal Information may be transferred from your current location to the offices and servers of the Company and Subprocessors located primarily in India.

10.    WARRANTIES

We warrant that:

10.1.     you may withdraw your consent for us to process your Data at any time at which time the process under clause 13 will be followed;  

10.2.     we will process your Data in compliance with your instructions and the Privacy Policy. If we cannot provide such compliance for whatever reason, we will inform you promptly of our inability to comply, in which case you are entitled to suspend the transfer of Data and/or terminate your contract with us;

10.3.     we will not vary or modify clause the Privacy Policy without notifying you and obtaining your consent;

10.4.     we have no reason to believe that any Law prevents us from fulfilling the terms of the Privacy Policy. In the event of a change in the Law that is likely to have a substantial adverse effect on the warranties and obligations provided under the Privacy Policy, we will promptly notify you of the change as soon as we become aware, in which case you are entitled to suspend the transfer of Data and/or terminate your contract us;

10.5.     we will implement and maintain appropriate technical and organisation measures to meet the requirements of the GDPR. This does not alter your own obligations under these legal regimes;

10.6.     we will only use your Data for the purposes for which it is provided by you;

10.7.     we will not sell or otherwise redistribute to third parties the Data we collect from you;

10.8.     we will promptly notify you of:

10.8.1.       any legally binding request for disclosure of the Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

10.8.2.       any unauthorised access to or disclosure of Personal Information or any circumstances that are likely to give rise to such unauthorised access or disclosure, where there is a likely risk of serious harm to any Data Subject as a result of the unauthorised access or disclosure; and

10.8.3.       any request received directly from one of your customers or a Data Subject, without responding to that request, unless we have been otherwise authorised by you to do so;

10.9.    we will deal promptly and properly with all inquiries from you relating to the processing of your Data and we will abide by the advice of any Supervisory Authority with regard to the processing of the Data transferred; and

10.10. the processing services by any Sub-processor will be carried out in accordance with this privacy policy.

11.    SURVIVAL

The Privacy Policy will survive termination of the EULA and will remain in effect until we have deleted all of your Data.

12.    TERMINATION

On termination, you will have the choice of having all Data transferred to you or the Data being destroyed, unless Laws imposed on us prevents us from returning or destroying all or part of the Data. If we cannot return or destroy the Data, we warrant that we will guarantee the confidentiality of the Data and will not actively process the Data after termination.

13.    AUDIT OF MEASURES

13.1.     Where you are required by a Supervisory Authority to demonstrate compliance with privacy obligations, we allow and contribute to audits, including inspections.

13.2.     We will submit our data processing facilities for an audit of the measures referred to in clause 13.1 at the request of you and/or the Supervisory Authority.

13.3.     We will promptly inform you of the existence of any Laws that prevent us from being audited.

14.    UNSOLICITED INFORMATION

14.1.     If you submit unsolicited User Data, we will use it in accordance with the Privacy Policy.

14.2.     If you submit unsolicited Personal Information and we determine that we could not have collected the Personal Information in accordance with the Privacy Policy, we will destroy the information or ensure that the information is de-identified as soon as practicable. Otherwise, the Personal Information will be used in accordance with the Privacy Policy.

15.    JURISDICTION

This Privacy Policy is governed by and construed in accordance with the laws including but not limited to data protection laws of the Republic of India.

• You agree to submit any dispute arising out of your use of the products to the exclusive jurisdiction of India.

• You agree that the resolution for any dispute or conflicts will be in accordance with the laws including but not limited to data protection laws of the Republic of India.

16.    MAKING A COMPLAINT

You are entitled to lodge a complaint about our treatment of your Data with the relevant Supervisory Authority.

Before lodging a complaint with any Supervisory Authority, we encourage you to first attempt to resolve the complaint by contacting us using the details below. We will respond to your complaint within 30 days.

17.    CONTACT

If you have any questions about our Privacy Policy or our information practices, please contact below:

Email: legal@trundl.comThis End-User License Agreement (“EULA”) is a binding legal agreement between you, either as an individual or, an entity and its Affiliates (“Licensee”) and Trundl Labs Private Limited (“Licensor”) concerning its Software (as defined below).

An amendment or addendum to this EULA may accompany the Software (in the form of Terms & Conditions, Privacy policy, or any other agreement), and any such amendment or addendum shall be considered part of the EULA.

List of links to various legal documents pertaining to this application or specific to each software can be found at the links below:

Privacy Policy

Service Level Agreement

By installing, copying, downloading, or otherwise using the Software, or by clicking a box indicating your acceptance, Licensee agrees to be bound by the terms of this EULA. If you are entering into this agreement on behalf of an entity, you represent that you have the authority to bind such entity to the EULA and are agreeing to the EULA for that entity.

Caution: If the licensee does not agree to the terms of this EULA, the licensee must not install, copy, download, or otherwise use our software.

1.       DEFINITIONS

Unless otherwise expressly defined in the Agreement, each of the following capitalized terms shall have the meaning given to it as set forth in this Section 1.

1.1.        “Accessible Code” means a source code that is unprotected and accessible.

1.2.        “Affiliate” means, with respect to a Party, a Person that Controls or is Controlled by, or is under common control with, such Party.

1.3.        “Application” means the Atlassian application within which the Software runs. Depending on the software you are using, this could be Jira, Confluence, Jira service desk, Bitbucket, Stride etc.

1.4.        “Applicable Law” means all applicable laws, statutes and regulations, and all applicable orders, judgments, decisions, recommendations, rules, policies or guidelines passed or issued by any regulatory authority or any competent court, to the extent applicable to either of the Parties, as the same may be amended and in effect from time to time during the Term.

1.5.        "Authorized Users" means a person who accesses and uses the Software under a User License.

1.6.        "Confidential Information" has the meaning set forth in Section 14.

1.7.        “Content” means any and all content, data and other information prepared and provided by Licensor or Licensee under this Agreement for access by Users, including without limitations, WAP sites, websites, RSS feeds, texts, metadata, images, photos, videos, audios, audiovisuals, ratings and comments.

1.8.        “Control” means the possession, direct or indirect, of the power to vote more than fifty percent (50%) of the securities that have ordinary voting power for the election of directors of any entity, or to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or by contract or otherwise.

1.9.        “Cloud Products” means Trundl Labs Private Limited’s Software hosted in the cloud.

1.10.     “Embedded Software” means any third-party software licensed by Licensor from a third party and embedded in the Software.

1.11.     “Fees” mean all fees and expenses payable by the Licensee to Licensor in acquiring the Software and as may be applicable to any Maintenance or User Licenses.

1.12.     “Free License” or ‘Evaluation/Trial License’ means a license for which the Fees are waived by Licensor.

1.13.     “Data Compromise” means any compromise in the security, confidentiality, or integrity of any Personal Information, including unlawful or unauthorized access, use acquisition, transmission, alteration, disclosure, deletion, or destruction thereof.

1.14.     “Documentation” means any technical specifications, guidelines, hardware schematics, hardware diagrams, layout, and other specification or documentation that Licensor may make available or provide to Licensee for use in connection with the Licensor Service.

1.15.     “Eligible Device” means any consumer product in which the software service is implemented downloaded and enabled by Licensor at its sole discretion.

1.16.     “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents and industrial property rights; (v) other proprietary rights of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and Licensee Services for, any of the rights referred to in clauses “(i)” through “(v)” above.

1.17.     “Marks” means trade names, trademarks, service marks, designs, logos, domain names and other distinctive brand features.

1.18.     “Maintenance” means the provision by Licensor to Licensee, of Software updates and/or enhancements made generally available to customers from time to time, and online technical support for the sole purpose of addressing technical issues relating to the use of the Software.

1.19.     “Media” means all images, icons, text files, pdfs or other static non-code assets contained within the Software.

1.20.     “Paid License” means a license for which Fees have not been waived by Licensor.

1.21.     “Parties” means either Licensor or the Licensee or both.

1.22.     “Protected Code” means any source code that is protected against access by the Licensee and any third party without Licensor’s prior written permission and is otherwise not accessible under this EULA.

1.23.     “Purchase” means acquisition of the Software from a Reseller or Licensor.

1.24.      “Person” means a natural person, partnership, limited liability partnership, corporation, limited liability company, trust, unincorporated association, joint venture, or other entity or any federal, state or local government, agency, commission, department, or instrumentality.

1.25.     “Personal Information” is information in any media that alone identifies or when used in combination with identifying information could reasonably be used to identify a natural person, including without limitation a person’s first and last name, home or other physical address, telephone number, fax number, email address or other online identifiers, social security number or other third-party issued identifier (including state identification number, driver’s license number, or passport number), biometric data, health information, credit card or other financial information (including bank account information), IP address and cookie information, or any other device-specific number or identifier.

1.26.     “Software” means the Licensor’s software that accompanies this EULA, which may include computer software, Accessible Code and Protected Code, associated media, printed materials, electronic documentation, Internet-based services and Embedded Software.

1.27.     “Technology” means any inventions (whether or not patentable), ideas, concepts, processes, methods, know-how, designs, information, data, software programs (including source and object codes), application programming interfaces (“APIs”), documentations, specifications, techniques, software development toolkits, products, devices, apparatuses, works of authorship, and other forms of technology.

1.28.     “Term” has the meaning set forth in Section 8.1.

1.29.     “Territory” means any territory where Licensor makes the Software Service publicly available.

1.30.     “Third Party Software” shall mean any software, computer programming code or accompanying documentation owned by any third party including, but not limited to, any of following: (a) any software licensed from a third party; (b) any software placed in the public domain and accessible to anyone without any specific license terms attached thereto; (d) any software disclosed or distributed under a license that permits users to use, modify, improve or distribute such software and/or documentation and requires any or all of the following: (i) the making available of source code, object code and/or accompanying documentation of the software or any modifications to, or derivatives of, such software and/or documentation; or (ii) the granting of the right to distribute, use, create modifications to, or create derivative works from, such software and/or documentation at no charge or on a royalty-fee basis; or (e) any software licensed under the Apache License, Artistic License, Berkeley Software Distribution License, GNU General Public License, GNU Library or Lesser General Public License, Mozilla Public License, Netscape Public License, Sun Community Source License or Sun Industry Standards License.

1.31.     “Updates” means, with regard to a Technology, as applicable, any bug fixes, enhancements, modifications, new releases, new versions, supplements, updates or upgrades.

1.32.     “User” means any user of an Eligible Device who accesses the Licensed Software by means of the web interface or downloaded to, such Eligible Device

1.33.     “User License” means a license granted under this EULA to the Licensee to permit an Authorized User to use the Software. The number of User Licenses granted to the Licensee is dependent on the Fees paid by the Licensee.

2.       GRANT OF LICENSE

The Software is licensed, not sold.

Upon Licensee’s acceptance of this EULA, Licensor grants the Licensee the right to use the Software subject to the following:

2.1.    Paid License

2.1.1.  Authorized Users

The licenses granted are subject to the condition that the Licensee must ensure the maximum number of authorized users accessing and using the Software concurrently is equal to the number of User Licenses for which the necessary Fees have been paid to the Licensor. The Licensee may purchase additional User Licenses at any time on payment of the appropriate Fees to the Licensor.

2.1.2.   Backup

The Licensee is permitted to copy the Software for data protection, archiving and backup purposes only and for no other purpose. Only the minimum number of backup copies may be made.

2.2.    Evaluation/Trial License

Licensor may in its sole discretion provide evaluation copies of the Software, which may have limited functionality, to a Licensee to assess the Software. Any such evaluation copies will be provided under an Evaluation/Trial License that limits the period during which the Licensee may download, install, use and operate the Software (“Evaluation Period”) and limits the number of temporary users. On the expiry of the Evaluation Period, the Software will cease to function and the Licensee must remove and delete all copies of the Software in its possession.

2.3.    General License Terms

2.3.1.   Scope

Each license granted by Licensor under this EULA is worldwide, non-exclusive and non-transferable, unless otherwise specified in writing.

Licensee agrees not to :

(a) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, any part of or the whole of the Software;

(b) sell, sublicense, distribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine-readable form any part of or the whole of the Software or any data/information not owned by the Licensee;

(c) make the Software available by rental, timesharing, a subscription service, hosting or outsourcing; and

(d) directly or indirectly access or use any Embedded Software independently of the rest of the Software.

2.3.2.   Duration

Subject to the terms of this EULA and unless terminated earlier as per this EULA, the term granted hereunder shall be:

(a)    for a Cloud Product, the period of the License subscription or renewal;

(b)    for a Paid License of the downloaded Software, perpetual; or

(c)    for an Evaluation License, the Evaluation Period.

2.3.3.   Protection Mechanisms

The Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Licensor and its third-party suppliers. Licensee must not modify, alter, attempt to defeat or defeat such protection mechanisms or the use rules that the protection mechanisms are designed to enforce. Any such violation by the Licensee will result in the immediate termination of this license.

2.3.4.   Eligible Device

Except as otherwise agreed in writing by Licensor, the Licensee must only install the Software and make the Software available for use on eligible devices which may be hardware systems owned, leased or controlled by the Licensee.

2.3.5.   Responsibility for Non-controlled systems

If Licensor permits the Licensee to install the Software or make the Software available for use on hardware systems not owned, leased or controlled by the Licensee (“Non-controlled Systems”), the Licensee will ensure the terms of this EULA are complied with by users of such Non-controlled Systems and the Licensee will indemnify Licensor for all costs, damages and loss Licensor suffers arising from such installation or use of the Software on Non-controlled Systems.

3.       FEES

The Licensee must pay all applicable fees by the due date and in the manner directed at the time of purchase of the Software. Failure to pay Fees by the due date will result in the immediate termination of the licenses granted under this EULA.

Fees may be waived off by the Licensor for a software application under a Free License or a Trial License.

4.       MAINTENANCE

4.1.    Supplemental Software and Services

This EULA applies to updates, supplements, add-on components, or Internet-based services components, of the Software that Licensor may provide to the Licensee or make available to the Licensee after the date the Licensee obtains its initial copy of the Software (“Supplemental Software”), unless Licensor provides additional terms with any Supplementary Software.

4.2.    Support Services

Licensor may offer support services, and such services may be subject to the payment of additional fees. Any such support services will be the subject of a separate agreement.

5.       INTELLECTUAL PROPERTY

5.1.    Ownership; Intellectual Property Rights

Licensee acknowledges and agrees that Licensor or its Affiliates own their Technology and retain all Intellectual Property Rights thereto, including the Licensor Software, or any other software, Service, Documentation, Marks, and digital assets (if any) provided by Licensor. Except as expressly set forth in this EULA, no licenses granted by Licensor to the Licensee with respect to this software are expressly reserved. Nothing in this EULA restricts, or should be deemed to restrict, either Licensee’s right to exercise any rights or licenses received from any third parties. Licensee acknowledges that its use of the other Licensors Technology will not create any right, title, or interest in or to such Technology. In the event that a Licensee is determined to have acquired any right, title or interest in or to the Licensor’s Technology, Licensee hereby agrees to assign, and hereby assigns, to the Licensor all such acquired right, title and interest in or to the Licensors Technology and all Intellectual Property Rights thereto.

5.2.    Restrictions on Use; Compliance with Applicable Laws;

5.2.1. Licensee recognizes that the name, logo, and trademarks of the Licensor represent valuable assets of such entity and that substantial recognition and goodwill are associated with such assets.

5.2.2. Licensee agrees that each use of the Licensor marks including name, logo trademarks will at all times be in compliance with applicable law and any trademark or other usage guidelines provided by Licensor, including appropriate written consent of the Licensor and trademark notices as may be required by law or reasonably specified in writing.

5.2.3. Licensee will not (i) take any action inconsistent with the Licensor ownership of the Marks; (ii) use the Licensor Marks in a manner that would tarnish, blur, or dilute the quality associated with the Marks or the associated goodwill as determined by the owner of the Marks in its sole discretion; and (iii) use the Licensee Marks except as permitted under this Section.

5.2.4. Licensee will acquire any right, interest or license in any trademark or service mark of the other party by virtue of this EULA

5.2.5. Where possible, Licensor will approve the use of its name in documents for broad dissemination, approval should be secured for use in a brochure or other document, for each use.

5.3.    Embedded Software

The Licensor’s Software contains Embedded Software that is licensed from its respective third party owner. Additional obligations may apply to the use of Embedded Software by the Licensee that is not in accordance with the use of the Software under this EULA. In such circumstances, the Licensee must acquire any licenses and consents from the relevant third parties for the use of any Embedded Software by the Licensee.

Any such necessity to acquire a third-party license in addition to our software, will be expressly available along with the relevant software privacy policy.

5.4.    Licensee shall not remove markings

Licensee may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on or in the Software. Licensee is not granted any rights to any trademarks or service marks of Licensor.

6.       WARRANTIES AND DISCLAIMERS

6.1.    Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

6.2.    Licensor Warranties

Licensor warrants that during an applicable subscription term

6.2.1.   this EULA and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Licensee Data,

6.2.2.   Licensor will not materially decrease the overall security of the software,

6.2.3.   the Software will perform materially in accordance with the applicable Documentation, and

6.2.4.   the Software is free from viruses, worms, time bombs, Trojan horses and other harmful code

6.3.    Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, LICENSOR DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS SOFTWARE/SDK IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

7.       BREACH BY LICENSEE

7.1.    General

If the Licensee materially breaches any of its obligations or causes a breach of its obligations which cannot be cured, then the Licensee must immediately report such breach to Licensor, in writing as required in Clause 15.7 (Notices).

7.2.    Breach of Additional Licenses

Where a breach involves the distribution or use of Software outside of the terms of the User License or any Additional User License (including but not limited to the use and distribution of Embedded Software), Licensor, any third party owner of Embedded Software, or both are entitled (without prejudice to any other right or claim that Licensor or any third party owner of Embedded Software may have against Licensee) to charge Licensee, in addition to any other Fees payable by Licensee under this EULA, a fee calculated based on the number of prohibited distributions or uses multiplied by the respective list prices that Licensor and/or any third party owner of Embedded Software charges for the Software or Embedded Software respectively.

8.       TERM AND TERMINATION

8.1.    Term of Agreement

This Agreement commences on the date Licensee first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

8.2.    Termination with Notice

Upon at least 30 days’ notice. Licensor reserves the right to terminate any Internet-based services provided to the Licensee or made available to the Licensee through the use of the Software.

8.3.    Termination with immediate effect

Without prejudice to any other rights and in addition to any other termination rights in this EULA, Licensor may terminate with immediate effect, this EULA if:

8.3.1.      Licensee fails to comply with the terms and conditions of this EULA;

8.3.2.      a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Licensee (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of Licensee with one or more other companies or the solvent reconstruction of Licensee;

8.3.3.      an application is made to a tribunal or court, or an order is made, for the appointment of a liquidator/administrator, or if a notice of intention to appoint a Liquidator/ administrator is given or if a liquidator/administrator is appointed, over Licensee (being a company);

8.3.4.      a person becomes entitled to appoint a receiver over the assets of Licensee or a receiver is appointed over the assets of Licensee;

8.4.    Refund or Payment upon Termination.

If this EULA is terminated by Licensor in accordance with the section 8.2 above, Licensor will refund Licensee any prepaid fees covering the remainder of the subscription term of all Order Forms after the effective date of termination. In no event will termination relieve Licensee of its obligation to pay any fees payable to Licensor for the period prior to the effective date of termination.

8.5.    Effect of Termination

Upon termination of a license granted under this EULA, the Licensee must at its own cost as soon as is reasonably practicable:

8.5.1.      cease access to and cease use of the Software; and

8.5.2.      remove all copies of the Software from its computer systems or any Un-controlled Systems, including archival or backup systems; and

8.5.3.      provide Licensor with written certification that it has destroyed all copies of the Software including but not limited to all Accessible Code in its possession, custody or control.

9.       MUTUAL INDEMNIFICATION

9.1.    Indemnification by Licensor

9.1.1.      Licensor will indemnify and hold harmless Licensee against any claim, demand, suit or proceeding made or brought against Licensee by a third party alleging that the software provided by Licensor misappropriates such third party’s intellectual property rights (a “Claim Against Licensee”), and will indemnify Licensee from any damages, attorney fees and costs finally awarded against Licensee as a result of, or for amounts paid by Licensee under a settlement approved by Licensor in writing of, a claim against Licensee, provided Licensee (a) promptly gives Licensor written notice of the Claim Against Licensee, (b) gives Licensor sole control of the defense and settlement of the Claim Against Licensee (except that Licensor may not settle any claim against Licensee unless it unconditionally releases Licensor of all liability), and (c) gives Licensor all reasonable assistance but no cost or expense shall be incurred for the account of Licensor without its prior written consent.

9.1.2.      If Licensor receives information about an infringement or misappropriation claim related to a Software, Licensor may in its discretion and at no additional cost to Licensee (a) modify the Software so that they are no longer claimed to infringe or misappropriate, (b) obtain a license for Licensee’s continued use of that Service in accordance with this EULA, or (c) terminate Licensee’s subscriptions for that Service upon 30 days’ written notice and refund Licensee any prepaid fees covering the remainder of the term of the terminated subscriptions. Licensor’s obligations under this section do not apply to Licensee’s use of the Platform under a free trial.

9.1.3.      The above defense and indemnification obligations do not apply if (a) the allegation does not state with specificity that the Software is the basis of the Claim Against Licensee as specified under clause 9.1.1; (b) a Claim Against Licensee arises from the use or combination of the Sofware or services or any part thereof with software, hardware, data, or processes not provided by Licensor, if the Software or use thereof would not infringe without such combination; (c) a Claim Against Licensee arises from Services under an Order Form for which there is no charge (including free trials or free version); (d) a Claim against Licensee arises from a Non-Licensor Application or Licensee’s breach of this Agreement, the Documentation or applicable Order Forms, (e) a Claim against Licensee results in whole or in part from Licensee specifications or modifications, (f) Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.

9.2.    Indemnification by Licensee

Licensee will indemnify and hold harmless Licensor and its Affiliates against any claim, demand, suit or proceeding made or brought against Licensor by a third party alleging (a) that any Licensee’s Data or Licensee’s use of Licensee Data with the Services, (b) a Non- Licensor Application used by Licensee, (c) the combination of a Non- Licensor Application used by Licensee used with other software or services, or (d) any Licensee’s work infringes or misappropriates such third party’s intellectual property rights, or arising from Licensee’s use of the Services in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form, and will indemnify Licensor from any damages, attorney fees and costs finally awarded against Licensor as a result of, or for any amounts paid by Licensor under a settlement approved by Licensee in writing of, a Claim Against Licensor provided Licensor (i) promptly gives written notice of the Claim Against Licensor, (ii) gives Licensee sole control of the defense and settlement of the Claim Against Licensor (except that Licensee may not settle any Claim Against Licensor unless it unconditionally releases Licensor of all liability), and (iii) gives Licensee all reasonable assistance, at Licensee’s expense but no cost or expense shall be incurred for the account of Licensee without its prior written consent.

9.3.    Exclusive Remedy

This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

10.   LIMITED WARRANTY

10.1.     Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS THIRD-PARTY SUPPLIERS PROVIDE THE SOFTWARE AND ANY MAINTENANCE (CLAUSE 4) AS IS AND WITH ALL FAULTS, AND EXCEPT OTHERWISE EXPRESSLY CONTAINED IN THE EULA HEREBY DISCLAIM ALL OTHER WARRANTIES OR REMEDIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE PERFORMANCE, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, AVAILABILITY, OR RELIABILITY. ADDITIONALLY, LICENSEE ACKNOWLEDGES THAT LICENSOR’S CLOUD PRODUCTS ARE HOSTED BY THIRD-PARTIES, AND THAT THE AVAILABILITY OF THOSE CLOUD PRODUCTS IS SUBJECT TO A THIRD PARTY’S SERVICE LEVEL AGREEMENT.

10.2.     Non-Excludable Remedies

The Licensee may have remedies against Licensor imposed by law or statute that cannot be excluded by Licensor and its third-party suppliers. To the extent the Licensee has such legal remedies against Licensor or its third party suppliers then to the fullest extent permitted by law Licensor and its third party suppliers’ liability are limited (a) at Licensor’s option, to: (i) in the case of the Software: 1) repairing or replacing the Software; or 2) the cost of such repair or replacement; and (ii) in the case of Maintenance; 1) resupply of the Maintenance; or 2) the cost of having the Maintenance supplied again;

Provided further that in any situation the Licensor’s maximum liability shall not exceed the amount actually paid by the Licensee for the Software.

11.    LIMITATION OF LIABILITY

11.1.     Licensor shall not be liable to the Licensee where faults arise from:

11.1.1.  the possession, use, development, modification or maintenance of the Software (or any part thereof) by the Licensee other than in accordance with this EULA, if the infringement would have been otherwise avoided;

11.1.2.  misuse, incorrect use of or damage to the Software from whatever cause (other than any act or omission)

11.1.3.  any breach of the Licensee’s obligations under this EULA;

11.1.4.  any modification not authorized by Licensor resulting in a departure from this EULA; or

11.1.5.  any operator error on the part of the Licensee.

11.2.     Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE AND ITS AFFILIATES HEREUNDER FOR THE SOFTWARE LICENSE GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT LICENSEE'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

11.3.     Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12.     LICENSEE PUBLICITY RIGHTS

During the term of this EULA, Licensee grants Licensor the right to include Licensee as a customer in Software promotional material, including Licensee’s logo. Licensee can deny Licensor this right at any time by submitting a written request via email to legal@trundl.com and requesting to be excluded from Software promotional material. Requests generally are acted upon within thirty (30) calendar days.

13.    IMPROVING LICENSOR’S PRODUCTS

Licensor is always striving to improve its products. In order to do so, Licensor needs to collect information about its users and to measure, analyze, and aggregate how its users interact with its products, such as usage patterns and characteristics of our user base. Licensor collects such information and uses the information as per the privacy policies outlined specifically for each software. Licensee has reviewed and agrees to Licensor’s privacy policies for relevant software.

Licensor shall own all rights, title, and interest in any Intellectual property related to, within the scope of or that enhances the Licensed Technology made during the Term by Licensor including without limitation, adaptations, modifications, enhancements or changes to the Licensed Technology ("IMPROVEMENTS"). The Improvements shall be considered included in the definition of Licensed Technology for purposes of this EULA.

14.     CONFIDENTIALITY

14.1.     Definition of Confidential Information.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information of Licensee includes Licensee Data; Confidential Information of each party includes business and marketing plans, technology and technical information, Software plans, designs, updates and processes.

However, Confidential Information does not include any information that;

i.   is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,

ii.  was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,

iii.  is received from a third party without breach of any obligation owed to the Disclosing Party, or

iv.  was independently developed by the Receiving Party.

For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section also applies to Confidential Information exchanged between the parties in connection with the evaluation of the services.

14.2.     Protection of Confidential Information.

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this EULA and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this EULA and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Licensor may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform Licensor’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

14.3.     Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

14.4.     Remedies.

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the section “Confidentiality” (including subsections), the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

15.    GENERAL PROVISIONS

15.1.     GOVERNING LAWS AND FORUM SELECTION

This EULA and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of India, and the Indian Courts shall be the competent courts of jurisdiction.

15.2.     ARBITRATION

All disputes arising between the parties as to the interpretation, operation, or effect of any clause in this agreement or any other difference arising between the parties, which cannot be mutually resolved, shall be referred to the arbitration of an arbitrator chosen by both the parties in writing. The decision of such an arbitrator shall be binding on both the Parties.

15.3.     EXCLUSION OF UN CONVENTION

For the sake of clarity, it is stated that the terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.

15.4.     ENTIRE AGREEMENT

15.4.1.    This EULA (and any addendum or amendment to this EULA and any other rules and policies as may be applicable and which is included with the Software) is the entire agreement between the Licensee and Licensor relating to the Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA.

15.4.2.    Each party acknowledges that, in entering into this EULA (and the documents referred to in it), neither relies on any statement, representation, assurance or warranty (“Representation”) of any person (whether a party to this EULA or not) other than as expressly set out in this EULA or those documents. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as provided in this EULA.

15.5.     EXPORT RESTRICTIONS

The export of the Software from the country of original Purchase may be subject to control or restriction by applicable local law. Licensee is solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorisation. Licensee agrees not to export the Software from any country in violation of applicable legal restrictions on such export.

15.6.     NOTICES

All notices or consents required or permitted to be given pursuant to this EULA shall be in writing and signed on behalf of the notifying or consenting party by an officer or other representative authorized to do so and shall be deemed given

• in five (5) business days following the date of their mailing, by registered or certified mail, return receipt requested, or by hand delivery by an established international courier service to the following addresses or to such other addresses which the party shall designate in writing to the other party.

• in 24 hours after an electronic communication (including email) to registered email id is sent.

All notices to Licensor will be sent to:

• Trundl Labs Private Limited : Module No: 303C, NSIC Campus, Business Park, Kamala Nagar, ECIL, Hyderabad, Telangana 500062,

• legal@trundl.com

All notices to Licensee will be sent to:

• the physical address or the email address provided by Licensee upon Purchase of the Software.

15.7.     WAIVER

15.7.1.       Waiver of a breach of any provision of this Agreement by Licensor shall be effective unless made expressly in writing and no such waiver shall constitute or be construed as a waiver by Licensor of any future breach of the same or any other provisions of this Agreement.

15.7.2.       If Licensor fails, at any time during the term of this EULA, to insist upon strict performance of any of the Licensee’s obligations under this EULA, or if Licensor fails to exercise any of the rights or remedies to which it is entitled under this EULA, this shall not constitute a waiver of such rights or remedies and shall not relieve the Licensee from compliance with such obligations. A waiver by Licensor of any default shall not constitute a waiver of any subsequent default.

15.8.     SEVERABILITY

In the event that any provision of this EULA or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this EULA will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

15.9.     INDEPENDENT PARTY

Licensee shall be and act as an independent party, and under no circumstances shall this EULA be construed as one of partnership, joint venture or employment between the parties.  Each party agrees and acknowledges that it neither has nor will give the appearance or impression of having any legal authority to bind or commit the other party in anyway.  This Agreement shall not confer any benefit to any unidentified third party.

15.10. ASSIGNMENT

Licensee may assign this EULA to: (i) succeeding parties in the case of a merger, acquisition or change of control; or (ii) if Licensee is a supplier to a government agency; provided, however, that in each case, (a) Licensor is notified in writing within ninety (90) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this EULA and (c) upon such assignment the assignor makes no further use of the Software licensed under this EULA.

Licensor may assign its rights and obligation under this EULA without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this Agreement

15.11. FORCE MAJEURE

If the Licensor is unable to perform any of its obligations under this EULA because of circumstances beyond its control, such as an act of God, epidemics/pandemics, complete destruction of its facilities, strike, revolution, riots, act of public enemy, acts of terrorism, national emergency, fire, connectivity failure,  failure of systems used for delivery or by any other cause, whether similar or dissimilar, not within the control of the party (a “Force Majeure Event”), the Licensor shall intimate through public notice by such means as may be practically possible to the licensor as soon as possible and shall do everything reasonably practicable to resume performance.  Upon issuance of such notice, all obligations under this EULA shall be immediately suspended to the extent specified in the notice and for the period of the Force Majeure Event.

15.12. ANTI-CORRUPTION

Licensor or any of its employees or affiliates have not offered, received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this EULA.

15.13. INTERPRETATION

In this EULA, the following rules apply:

15.13.1.   a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

15.13.2.   a reference to a party includes its personal representatives, successors or permitted assignee;

15.13.3.   the headings in this EULA are inserted for convenience only and shall not affect its construction;

15.13.4.   a reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it;

15.13.5.   a reference to one gender includes a reference to the other gender;

15.13.6.   any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

15.13.7.   a reference to writing or written includes faxes, e-mails, communications via websites and comparable means of communication.

15.13.8.   The headings and captions of the various sections of this EULA are included for convenience of reference only and do not in any way affect the meaning or interpretation of the substantive provisions of this EULA.

15.14. SURVIVAL

Clauses 1, 5-10, 11,12, and 15 shall survive termination of this EULA.