BY CLICKING ON THE "I AGREE" (OR SIMILAR BUTTON) AND USING THE SOFTWARE AND THE SERVICES, YOU INDICATE YOUR ASSENT TO THE FOLLOWING TERMS OF THIS AGREEMENT.

THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN "YOU", "You" or "User" (EITHER IN AN INDIVIDUAL CAPACITY, OR IF ACCESSED OR USED BY OR FOR ANY COMPANY, AN AUTHORIZED REPRESENTATIVE) AND CELOXIS TECHNOLOGIES PVT. LTD. ("Licensor", "we", "us" and "our" "Celoxis"). WE MAY UPDATE THE TERMS PERIODICALLY WITH OR WITHOUT NOTICE TO YOU. THIS EULA PROVIDES AND CAPTURES AN IMPORTANT LEGAL INFORMATION ABOUT THE LICENSE OF CELOXIS' WEB BASED PRODUCT NAMELY TUSKR (THE "Software") AND YOUR USAGE, DOWNLOAD AND ACCESS OF THE SOFTWARE AND RECEIVE TECHNICAL SUPPORT THROUGH A WEB BASED FREE OR PAID SERVICE PROVIDED BY CELOXIS (THE "Services") AND LIABILITY OF THE PARTIES. BY DOWNLOADING, OR ACCESSING, OR INSTALLING AND USING THE SOFTWARE AND/OR SERVICES, YOU CONFIRM AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, WE ENCOURAGE YOU NOT TO ACCESS, OR USE THE SERVICES.

As a condition to using Services, the users authorized by you (individually "User"), may be required to register with us and select a password and enter his/her email address ("Tuskr ID"). You agree to ensure that the User shall provide Celoxis with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this EULA, which may result in immediate termination of User's account. Celoxis reserves the right to refuse registration of, or cancel a Tuskr ID of any User in its discretion. User shall be responsible for maintaining the confidentiality of User's account and password.

PART A: TERMS APPLICABLE FOR THE TRIAL VERSION OF THE SERVICES

1. Grant of License. Celoxis hereby grants you a nonexclusive, non-assignable, limited license to use, access, download, and install the Software and/or Services. The license granted hereunder, shall be solely used to review, demonstrate and evaluate the Services for a limited time period as set forth hereunder. Nothing herein contained shall be construed as being granted to you any intellectual property right, which includes copyrights, regarding the Software and/or Services except as expressly provided for hereunder. The license to use, access and evaluate the Services is granted to you for a subscription period, as may be opted by you from our website and any further extensions to your subscription period as may be granted by us ("Trial Period"), and shall be effective from the date of your subscription to the demo version of the Services.

2. Restriction on Use. Except as forth in Section 1: Grant of License,

  • You may not make others to install and/or use the Services by rental, lease, transfer, sub-license or any other method.
  • You may not modify, merge, revise or enhance the Services in any way.
  • You may not decompile, disassemble, reverse engineer, and attempt to discover the Software's source code or otherwise reduce the Software to a human perceivable form.
  • You may not place the Software onto a server so that it is accessible via a public network.
  • You may not export or re-export the Services in any form in violation of any applicable laws and regulations regarding export control of the country in which you obtained them.
  • You may not distribute the Services, or transfer the Services in any manner.
  • You may not use this trial or demo version of the Services for a commercial purpose, including not limited to for providing any kind of commercial training.
  • You may not use this trial or demo version of the Services for a purpose other than solely for the purpose of making a decision, whether to use the Free plan or buy a license for the paid version of the Services.

3. Warranty and Liability.

  • YOU AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON A TRIAL BASIS FOR YOUR UNDERSTANDING AND EVALUATION OF THE SERVICES BEFORE PURCHASING IT, AND THAT THE SOFTWARE OR SERVICES CAN CONTAIN SOME DEFECTS. CELOXIS SHALL NOT BE HELD LIABLE FOR ANY DEFECT CONTAINED THEREIN.
  • CELOXIS PROVIDES THE SERVICES TO YOU ON "AS IS" BASIS; AND HEREBY DISCLAIMS, ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUS, ACCURACY OR COMPLETENESS OF RESPONSE.
  • IN NO EVENT SHALL CELOXIS BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES.
  • NOTWITHSTANDING THE FOREGOING, IN JURISDICTIONS WHERE IT IS CONTRARY TO THE LAW TO EXCLUDE LIABILITIES FOR SPECIFIC INSTANCES, CELOXIS DOES NOT LIMIT ITS LIABILITY TO YOU FOR DEATH OR BODILY INJURY AS A RESULT OF NEGLIGENCE OR ANY OTHER LEGAL LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.

4. User's Data. Celoxis takes no responsibility and assumes no liability for infringement of third-party rights by User Content (as defined at the end of this section below) or for disclosure of User Content caused by Your Users. Celoxis shall ensure that its personnel who are required to access the User Content for the purpose of the Services shall take commercially reasonable efforts to avoid any security breach or misuse of any User Content on account of them. You understand and agree that any loss or damage of any kind that occurs to any User Content that any User sends, uploads, downloads, streams, posts, transmits, displays, or otherwise make available or access through the use of the Software, is solely the responsibility of the respective User. You agree and acknowledge that you shall not use the Software for any personally identifiable information of Users or of any third party as User Content and in the event Celoxis personnel are required to access the Software to provide any technical support and incidentally have an access to any such personally identifiable information, Celoxis assumes no liability for any consequences as a result of any such disclosures made by you, related to the User Content or otherwise. Celoxis agrees: (a) not to access any User Content for any purpose other than providing the Services to You unless requested by You; (b) not to disclose any User Content to any third party, and (c) not to use any User Content for any purpose other than providing the Services to You.

After cessation or termination of your Services, we shall delete your account and the User Content (if any), within thirty (30) days and thereafter, we shall be released of any and all our obligation in relation to User Content. For the purpose of this section, User Content shall mean any content that any Users or third parties post or send over, using the Software during the Trial Period.

You understand and acknowledge that, during the subsistence of the Trial Period and/or after its expiry, Celoxis shall not be obligated to provide any backup of User Content to You in any manner whatsoever. You may exercise the option of downloading the User Content, at any given point of time during the Trial Period, through the downloading feature(s) available on the Software. Celoxis makes no warranties of any nature whatsoever, whether express or implied, with regard to the effectiveness or accuracy of such downloading feature(s).

PART B: TERMS APPLICABLE FOR THE FREE AND PAID PLANS OF THE SERVICES

1. Grant of License. During the Subscription Term (as defined below) and subject to terms of this EULA, Celoxis hereby grants you and you hereby subscribe for/to, a non-exclusive, non-assignable, limited license to use, access, download, and install the Software and/or Services for your internal business use only. Nothing herein contained shall be construed as granted to you any intellectual property right, which includes copyrights, regarding the Software and/or Services except as expressly provided for hereunder.

2. Subscription Term. The license to use, and access the Services is granted to you for a subscription period selected by you from our website ("Initial Subscription Term") and unless your subscription is terminated in accordance with this EULA, your subscription shall automatically be renewed for a period of similar duration as that of your Initial Subscription Period (each "Renewal Term"). The Initial Subscription Term and each Renewal Term shall be collectively referred to as the ("Subscription Term"). The Subscription Term shall be effective from the actual date of your subscription to the paid Services. If you are on the Free plan, the Subscription Term shall be effective from the day your account was migrated to the free plan.

3. Restriction on Use. Except as forth in Section 1: Grant of License,

  • You may not make others to install and/or use the Services by rental, lease, transfer, sub-license or any other method.
  • You may not modify, merge, revise or enhance the Services in any way.
  • You may not decompile, disassemble, reverse engineer, and attempt to discover the Software's source code or otherwise reduce the Software to a human perceivable form.
  • You may not place the Software onto a server so that it is accessible via a public network.
  • You may not export or re-export the Services in any form in violation of any applicable laws and regulations regarding export control of the country in which you obtained them.
  • You may not distribute the Services, or transfer the Services in any manner.
  • You may not allow the Users to use the Services for any purposes that potentially could cause or might result into any property damage, death, bodily injury or personal injury or any other hazardous application of the Services.

4. Restrictions on the Users. You undertake on behalf of the Users that:

  • the Users shall be able to subscribe to the Services during the Subscription Term subject to payment of applicable fees.
  • the maximum number of the Users that You authorize to access and use the Services and the documentation shall not exceed the number of User Subscriptions You have purchased from time to time;
  • You will not allow or suffer any User Subscription to be used by more than one individual user unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Services;
  • You will not allow any User to use any computer program such as script or system, designed to automate the access or download the Software or the Services unless such system or script is approved or otherwise permitted by Us.

5. Subscription Fees. In consideration of the Services provided under this Agreement by Celoxis, You agree to pay us the Subscription fees ("Subscription Fees") in the amount and for the duration of the Subscription, You have opted for and agreed to, on our website. Unless you terminate your subscription 10 days preceding the end of your billing cycle, you authorize us to charge you the Subscription Fees for the next billing cycle, at the then applicable rates. Subscription Fees and other prices quoted are exclusive of applicable taxes. You shall pay all applicable taxes, duties, levies, and other similar charges (and any related interest and penalties) imposed, however, designated as a result of the existence or operation of this EULA (except for taxes on Celoxis' net income).

In the event of non-payment of the Subscription Fees:

  1. We may at our discretion migrate your account to our Free plan. Or
  2. We may at our discretion suspend your subscription with or without any intimation to you about the same. You may at your option, choose to have the subscription reinstated, however, you will need to pay in full, the sums due from the time prior to the suspension till the lifting of the suspension (date of payment), as if the Subscription Term had continued. Or
  3. We may at our discretion choose to terminate your subscription and this EULA, with or without any intimation to you about the same.
In the event of termination of your subscription, we reserve our right to delete all the User Content, without any intimation to you, at our sole discretion.

6. Limitation of Liability. CELOXIS SHALL NOT BE LIABLE UNDER OR FOR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL CELOXIS BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CELOXIS FOR THE DIRECT DAMAGES EXCEED USD 500 OR AN AMOUNT EQUIVALENT TO THE 50% OF THE FEES RECEIVED BY CELOXIS IN PRECEDING 12 MONTHS FROM THE DATE WHEN A CLAIM HAS ARISEN, WHICHEVER IS LOWER. IN JURISDICTIONS WHERE IT IS CONTRARY TO THE LAW TO EXCLUDE LIABILITIES FOR SPECIFIC INSTANCES, CELOXIS DOES NOT LIMIT ITS LIABILITY TO YOU FOR DEATH OR BODILY INJURY AS A RESULT OF NEGLIGENCE OR ANY OTHER LEGAL LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.

7. User's Data. Celoxis takes no responsibility and assumes no liability for infringement of third-party rights by User Content (as defined at the end of this section below) or for disclosure of User Content caused by Your Users. Celoxis shall ensure that its personnel who are required to access the User Content for the purpose of the Services shall take commercially reasonable efforts to avoid any security breach or misuse of any User Content on account of them. You understand and agree that any loss or damage of any kind that occurs to any User Content that any User sends, uploads, downloads, streams, posts, transmits, displays, or otherwise make available or access through the use of the Service, is solely the responsibility of the respective User. You agree and acknowledge that you shall not use the Services for any personally identifiable information of Users or of any third party as User Content and in the event Celoxis personnel are required to access the Software to provide any technical support and incidentally have an access to any such personally identifiable information, Celoxis assumes no liability for any consequences as a result of any such disclosures made by you, related to the User Content or otherwise. Celoxis agrees: (a) not to access any User Content for any purpose other than providing the Services to You unless requested by You; (b) not to disclose any User Content to any third party, and (c) not to use any User Content for any purpose other than providing the Services to You.

After cessation or termination of your Services, we shall delete your account and the User Content (if any), within thirty (30) days and thereafter, we shall be released of any and all our obligation in relation to User Content. For the purpose of this section, User Content shall mean any content that any Users or third parties post or send over using the Software.

You understand and acknowledge that, during the subsistence of the Subscription Term and/or after its expiry, Celoxis shall not be obligated to provide any backup of User Content to You in any manner whatsoever. You may exercise the option of downloading the User Content available on the Software, at any given point of time during the Subscription Term, through the downloading feature(s) available on the Software. Celoxis makes no warranties of any nature whatsoever, whether express or implied, with regard to the effectiveness or accuracy of such downloading feature(s).

8. Termination.

  • You may terminate your subscription to the paid Services, at any time, by selecting the "Cancel Account" link in the Software or by sending an email to [js em address]
  • If you are on the Free plan, and if you have not created five (5) test run results in the preceding ninety (90) days, your account will be deemed as dormant and you subscription will be terminated with or without intimation to you.
  • Celoxis may terminate this EULA with immediate effect, if you fail to comply with the terms of this EULA and correct the reported breach by Celoxis within 7 days from the date of receipt of such notice.

9. Maintenance and Support. Celoxis provides the necessary support through email or a web-based system.

10. Refunds. We do not offer refunds under any circumstances.

PART C: GENERAL TERMS

  • Intellectual Property Rights. All the materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music and all Intellectual Property Rights related thereto the Software and/or Services except the User Content(as defined below), are the exclusive property of Celoxis and its licensors. Except as explicitly provided herein, nothing in this EULA shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services.
  • Governing Laws. This EULA shall be construed and governed by the laws of India.
  • Dispute Resolution. Any dispute arising, between you and Celoxis shall be submitted to the arbitration to be conducted in Pune, India in English language, in accordance with the Rules of Arbitration and Conciliation, of the Bombay Chamber of Commerce and Industry by a sole arbitrator, who shall be appointed by the Administrator of Bombay Chamber of Commerce and the award made in pursuance thereof shall be binding on the parties. The dispute resolution and arbitration process mentioned in this Section will not prohibit parties from approaching the courts for appropriate interim reliefs. Parties further agree that the courts in Pune, India shall have an exclusive jurisdiction over such disputes.
  • Severability. In the event that any of the provisions of this EULA shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable. This EULA constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties pertaining to the subject matter hereof are expressly cancelled. Neither the rights nor the obligations arising under this EULA are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect. Celoxis may freely transfer and assign this EULA.
  • Publicity. You agree that by using the Software and/or the Services, you give us a permission and a limited license to use your company name and logo in self promotional materials, web-page, proposal and similar matters and indicating you as our customer.
  • General. You agree to use the Services at your own risk. If You have any questions, complaints or claims with respect to the Services or Software, you should contact to [js em address].