END USER LICENSE AGREEMENT
IMPORTANT:
Please read this End User License Agreement (“Agreement”) carefully before downloading or using the software. By using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, do not use or download the Software.
1. General
1.1 License Grant
The Software (including, but not limited to, Boot ROM code, object code, source code, embedded software, and third-party software that is or may become part of the Software), along with any associated documentation, interfaces, contents, fonts, and any data provided with the Software, whether in read-only memory, on any other media, or in any other form, is licensed to you, not sold, by Statsense Consultancy Services OPC Private Limited (“eLearnProfile”). You are granted a non-exclusive, non-transferable license to use the Software solely in accordance with the terms of this Agreement. eLearnProfile retains all ownership rights and interests in the Software, including all rights not expressly granted to you.
1.2 Software Updates
eLearnProfile may, at its discretion, provide updates to the Software. These updates may not include all existing features and are governed by the terms of this Agreement, unless accompanied by a separate agreement, in which case the terms of that agreement will apply.
1.3 Restrictions
You shall not rent, lease, lend, sell, redistribute, or sublicense the Software.
2. Confidentiality and Privacy
2.1 Confidential Information
For the purposes of this Clause, “Disclosing Party” refers to the party disclosing Confidential Information, and “Receiving Party” refers to the party receiving or accessing such Confidential Information. The Receiving Party agrees not to sell, transfer, publish, disclose, display, or otherwise make available the Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall protect the Confidential Information with the same degree of care as it uses to protect its own confidential information and ensure that its directors, officers, employees, agents, advisors, accountants, consultants, bankers, financial advisers, or subcontractors (collectively, “Representatives”) are bound by confidentiality obligations no less restrictive than those in this Agreement.
2.2 Breach Notification
The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any breach of confidentiality and will assist in investigating and remedying the breach. The Receiving Party agrees to make reasonable efforts to prevent any unauthorized use or disclosure of the Confidential Information.
2.3 Equitable Relief
The parties agree that monetary damages may be insufficient for breaches of confidentiality and that the Disclosing Party may seek equitable relief, including injunctions and specific performance.
2.4 Legal Disclosure
The Receiving Party may disclose Confidential Information if required by law, provided it notifies the Disclosing Party as soon as legally permissible. The burden of proving the necessity for such disclosure rests with the Receiving Party.
2.5 Survival of Obligations
Confidentiality obligations survive the termination of this Agreement. Upon termination or written request by the Disclosing Party, the Receiving Party shall promptly destroy all Confidential Information.
3. Intellectual Property Rights
3.1 Ownership
You acknowledge that eLearnProfile holds all intellectual property rights in the Software. No rights are granted to you except those expressly granted under this Agreement. You agree not to infringe upon these intellectual property rights.
3.2 Copying and Modification
You are permitted to copy the Software only to the extent necessary for installation, use, operation, backup, and archival purposes. Any modification, reverse engineering, decompiling, or disassembly of the Software is prohibited, except as expressly permitted by this Agreement.
4. Indemnity
4.1 Indemnification
You agree to indemnify, defend, and hold harmless eLearnProfile and its affiliates, including their officers, directors, employees, and agents (collectively, “Indemnified Parties”), from and against any losses, liabilities, damages, claims, demands, actions, or suits, including legal fees, arising from your breach of this Agreement or any claims related to your use of the Software.
5. Disclaimer of Warranties
5.1 No Warranty
The Software is provided “as is” and “as available” without any warranties of any kind. eLearnProfile disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. eLearnProfile does not warrant that the Software will meet your requirements, operate uninterrupted or error-free, or be compatible with third-party software.
5.2 Responsibility for Issues
eLearnProfile is not obligated to provide upgrades, bug fixes, support, or maintenance services. Any issues arising from unauthorized amendments, use, or implementation shortcomings are the responsibility of the user.
6. Limitation of Liability
6.1 Exclusion of Damages
To the extent permitted by applicable law, eLearnProfile shall not be liable for any personal injury or any incidental, special, indirect, or consequential damages, including loss of profits, data corruption, or business interruption, arising from your use or inability to use the Software or related third-party software.
7. Third-Party Acknowledgment
7.1 Third-Party Software
The Software may include third-party software or materials. You must comply with any additional terms and conditions applicable to such third-party software. eLearnProfile is not responsible for any infringement claims or legal actions arising from the use of third-party software.
7.2 Notification of Infringement
If you receive any infringement notices or legal actions related to third-party rights due to the use of the Software, you must promptly inform eLearnProfile and cooperate in defending against such claims. You are responsible for indemnifying eLearnProfile for any losses resulting from such claims.
8. Privacy
8.1 Data Collection
eLearnProfile’s collection and use of personal information are governed by its Privacy Policy, available at www.eLearnProfile.com. By using the Software, you consent to eLearnProfile’s processing and use of your personal data in accordance with this policy.
9. Termination
9.1 Automatic Termination
This Agreement will terminate automatically if you fail to comply with any term(s) of this Agreement. Upon termination, you must cease all use of the Software and destroy all copies in your possession.
10. Relationship of the Parties
10.1 Independent Parties
The relationship between the parties is on a principal-to-principal basis. This Agreement does not create any partnership, joint venture, employment relationship, or agency between the parties. Neither party has the authority to bind or incur obligations on behalf of the other party except as specifically provided in this Agreement.
11. Dispute Resolution, Governing Law, Jurisdiction
11.1 Arbitration
Any disputes arising from this Agreement that cannot be resolved amicably shall be referred to arbitration conducted in Chennai, India, in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in English, and the award shall be final and binding.
11.2 Governing Law
This Agreement shall be governed by the laws of India. The courts in Chennai, India, shall have exclusive jurisdiction over any litigation arising from this Agreement.
12. Notices
12.1 Method of Notice
For any legal communications or requirements under this Agreement, either Party may send Notices to the other Party electronically by email. Both Parties consent to receive Notices by email and agree that such electronic Notices shall be deemed effective as if delivered in writing.
12.2 Contact Information
Each Party shall provide their current email address for the purpose of receiving Notices. Any changes to the email address must be promptly communicated to the other Party.
12.3 Receipt of Notices
Notices sent by email will be considered received on the date sent, provided that the sender does not receive a bounce-back or error message indicating that the email was not delivered.
