End User License Agreement
The terms and conditions that follow set forth a legal agreement between user of the app and Infimetrics Info Solutions Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 80, Pannase layout, Indraprastha Nagar, Nagpur 440022.
Transmetrcs relating to Infimetrics’ software ERP application known as that you wish to access and use. These terms also apply to any TransmetricsERP updates, supplements, Internet-based services, and support services, unless other terms accompany those services, in which event, those terms will apply.
Agreement BY REGISTERING AND ACCESING OR OTHERWISE USING THE SOFTWARE APPLICATION AND SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APPLICATION. “YOU” MEANS THE NATURAL PERSON THAT IS AGREEING TO BE BOUND BY THESE TERMS.
IF YOU REGISTER FOR A FREE TRIAL FOR THE SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
IF YOU COMPLY WITH THE TERMS OF THIS END USER LICENSE AGREEMENT, YOU HAVE THE RIGHTS BELOW FOR THE SUBSCRIPTION YOU PAY FOR.
You are only permitted to use the software application under the terms of this, Agreement, subject to your prior acceptance. Infimetrics reserves all rights not expressly granted to you.
1.1 Infimetrics hereby grants the User a non-exclusive, non-transferable, worldwide right to use the Services and the Documentation, solely for the User’s or the Client’s business purposes, subject to the terms and conditions of this Agreement and the User acknowledges that Infimetrics may freely and without liability to Infimetrics make the Services and Documentation available to other Users, including the User’s competitors.
1.2 User shall not (i) license, sub-license, lease, rent sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the content in any way, except as allowed under the terms of this Agreement;
(ii) copy, duplicate, modify or make derivative works based upon the Services or the content except for creating reports as required for User’s or the Client’s business purposes;
(iii) create Internet “links” to the software application or “frame” or “mirror” any content on any other server or wireless or Internet-based device, without the prior approval of Infimetrics;
(iv) reverse compile, disassemble, reduce to human perceivable form, reverse engineer or access the software application in order to
(a) build a competitive product or service,
(b) build a product using similar ideas, features, functions or graphics of the Services, or
(c) copy any ideas, features, functions or graphics of the Services; or
(v) attempt to obtain or assist third parties in obtaining access to the Services and/or Documentation, other than as provided under this Agreement.
The right to use cannot be shared or used by more than one User but may be reassigned from time to time to new Users who are replacing former Users.
1.3 The Subscription is restricted to the User for the User’s or the Client’s business purposes, unless specifically agreed herein or as approved by Infimetrics in writing.
User shall not: (i) share the software application’s access or screens with any person who is not a User
(ii) send spam or otherwise duplicate or unsolicited messages in violation of applicable laws;
(iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights;
(iv) send or store material containing software viruses or other harmful computer codes, files, scripts, agents or programs;
(v) interfere with or disrupt the integrity or performance of the Services or the data contained therein;
(vi) facilitate illegal activity;
(vii) promote unlawful violence;
(viii) cause damage or injury to any person or property; or
(ix) attempt to gain unauthorized access to the Services or Infimetrics’s related systems or networks.
1.4 User acknowledges that neither ownership rights nor any other rights are transferred by this Agreement, other than the right to use the Services as provided herein.
User assumes all risk, for himself as to the selection of the software application and the Services.
If You access our application for a free trial, We will make one or more Services available to You on a trial basis, free of charge until the earlier of
(a) the end of the free trial period for which You registered or are registering to use the applicable Services or
(b) the start date of any Services subscribed by You. Additional trial terms and conditions may appear on the trial registration web page.
Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
A. The Subscriptions purchased by the User hereunder are neither contingent on the delivery of any future upgrades or updates nor, dependent on any oral or written public comments made by Infimetrics regarding future functionality or features or suitability for a particular purpose.
B. The Services may be subject to other limitations as specified in the Documentation or an Order Form.
User is responsible for all activity occurring under his User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with User’s use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data.
(i) notify Infimetrics immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
(ii) report to Infimetrics immediately and use reasonable efforts to stop immediately any copying or distribution of Raw Content that is known or suspected by User or
(iii) not impersonate another User or provide false identity information to gain access to or use the Service,
(iv) User shall not remove, suppress or modify any proprietary marking, including any trademark, service mark or copyright notice, logo or branding, appearing on the software application, Services and Website
Infimetrics does not own any data, information or material that User submits/ uploads to the software application in the course of using the Services (“User Data”).
The User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness or right to use of all User Data, and Infimetrics shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data except to the extent.
The same arises because of acts or omissions of Infimetrics and/or related to malfunctioning of the software application Infimetrics reserves the right to withhold, remove and/or discard/ destroy User Data without notice, for any breach of the terms of this Agreement.
a) Infimetrics shall have the right to suspend the Subscription in the event of non-receipt of payment of Subscription Fees within 30 days of the invoice date, or in the case of renewal, 15 days prior to expiry. In addition to any other rights available to Infimetrics herein, Infimetrics reserves the right to suspend this Agreement and User’s access to the Services and Website if the Services are used in violation of the terms of this Agreement
b) Infimetrics may in the alternative, at the User’s request, instead of suspending the Subscription or relevant User accounts for failure to pay on time, charge interest of eighteen (18) % per annum on any outstanding balance, plus all expenses of collection. User will continue to be charged for Subscriptions during any period of suspension.
c) Infimetrics reserves the right to impose a reconnection fee in the event the Subscription / Services to the Client/User is suspended and thereafter if the Client/User pays the requisite Subscription Fees and requests renewal of the Subscription or access to the Services. User agrees and acknowledges that Infimetrics has no obligation to retain User Data and that such User Data may be irretrievably deleted if User’s account is in suspension for thirty (30) days or more,
d) Infimetrics shall not permit re-connection of Services after 45 days of suspension and thereafter this Agreement shall be treated as terminated.
7.1 Infimetrics alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights such as inventions, patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and actual property rights, whether registered or not registered (collectively “Intellectual Property Rights”), in and to the Infimetrics’s Technology as defined herein below as well as to the application and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any other Party relating to the Services.
This Agreement does not convey to the User any rights of ownership in or related to the Services, the Infimetrics Technology or the Intellectual Property Rights owned by Infimetrics.
This Agreement conveys to the User only the rights expressly granted to the User to access the Services and to use the software application within the limits and subject to the restrictions established by this Agreement.
All other rights in the Services, the Website/ software application, including, but not limited to, all Intellectual Property Rights shall remain with Infimetrics.
7.2 Infimetrics shall have royalty-free, worldwide, perpetual subscription to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback or recommendation provided by any User relating to the Mobile / Web application and the Services.
7.3 Despite anything to the contrary contained in this Agreement, User shall own and be entitled to use, license, distribute, assign and transfer any reports created by the User through the use or provision of the Services or the software application or the Website without being in breach of any Intellectual Property Rights of Infimetrics and the Intellectual Property Rights in the such reports created shall vest always in the User.
8.1 “Confidential Information” means this Agreement and all trade secrets, business information, designs, algorithms, workflows, methodologies, business processes, details of the Services and results of any performances tests of the Services, and other information of any kind whatsoever that either Infimetrics discloses to You or You disclose to Infimetrics, in writing, orally, visually, digitally or in any other medium.
8.2 Each party shall hold in confidence, and not use except for the purposes of this Agreement, all Confidential Information of the other party and must protect that Confidential Information as if it was their own Confidential Information so as to prevent its unauthorized disclosure or use, both during and after the term of this Agreement.
8.3 The provisions of this clause shall not apply to Confidential Information to the extent that it
(i) becomes known to the general public without breach of the non-disclosure obligations of this Agreement;
(ii) is obtained from a third party without breach of a non-disclosure obligation and without restriction on disclosure; or
(iii) is required to be disclosed in connection with any suit, action or other dispute related to this Agreement, to the extent of the disclosure required.
8.4 The provisions of this clause will survive the termination of this agreement howsoever arising.
9.1 You must pay Infimetrics the Subscription Fees specified in the Order Form and in the manner set out in the Order Form in advance along with the duly filled Order Form.
9.2 In case of renewal of Subscription, the Order Form accompanied by the Subscription Fees shall be submitted at least 15 days before expiry.
9.3 If any Subscription Fees are payable upon invoice, you must pay all such invoices within 30 days. If you fail to do so we may, without prejudice to any other rights we may have, terminate or suspend your access to the Services.
9.4 Unless specifically stated otherwise, all invoices will be net of any withholding tax or other amounts that You are required to pay under applicable law (such as, but not limited to, foreign, national, state or local sales, use, service, value added, withholding or other taxes, customs duties or similar tariffs and fees).
10.1 This Agreement allows use of the Services from the date We have received a signed Order Form from You or the Client for the duration specified in the Term of Contract section of that Order Form or until terminated.
Unless otherwise stated on the applicable Order Form, this Agreement shall renew on the same terms on payment of renewal fees, 15 days prior to expiry.
10.2 Infimetrics may terminate your right to use the software application if you commit a breach of the terms of this Agreement and shall prevent access to the same with immediate effect.
You / The Client will however be liable to pay the balance Subscription Fees, if any, upto date of termination. All amounts paid to Infimetrics are nonrefundable, even in the event of termination, Infimetrics shall have no obligation to maintain or forward any User Data and may delete the same from the software application / Website.
10.3 All disclaimers of warranties and limitations of liability shall survive any termination of this Agreement.
11.1 We warrant that we have the right to provide the software application and Services in accordance with this Agreement, and subject to receiving Your immediate notification of any claim, Your full co-operation, and sole control of the action.
We will at our own cost defend, or at our option settle, any action against You based on a claim that Your use of the Service in accordance with this Agreement infringes the intellectual property rights of any third party.
11.2 Infimetrics provides the Software Application to you AS IS and without a warranty of any kind. Infimetrics does not warrant that the operation of the software application and Services will be uninterrupted or error free, however our support team try to help resolve the issue as early as possible.
11.3 The software application and Services are dependent on information obtained via the internet, and we cannot guarantee its accuracy, completeness or correctness.
The Services, and any information that you receive through the software application, does not constitute professional advice of any sort.
Any action taken by you as a result of your use of the Services is entirely your responsibility. Accordingly, we exclude all liability arising from your use of the Services.
The software application and Services must be used in conjunction with a unique CODE (which may include user names, passwords, etc.) supplied by Infimetrics to you, which you must keep safe and confidential. You are responsible for all use of the Services made using such CODE.
While we will use reasonable endeavors to ensure that no bug or virus is transmitted to you through the software application and Services, you are responsible for taking all appropriate measures to prevent harmful agents or components from entering your systems, and for backing up all your data.
Infimetrics has the right to monitor, record and store all User activity in connection with each User’s use of the Service, and to extract logs from the recorded activity.
Infimetrics’ s employees may at all times access all of the stored information to the extent necessary to conduct maintenance and provide support services and to ensure that the User is using Explic8 in the manner and for the purpose provided under this Agreement and to ensure that there is no disruption to the Services.
This Agreement constitutes the complete agreement between the parties with respect to the Services and Documentation and is governed by the laws of the Republic of India and the exclusive jurisdictions of the Courts of Nagpur, India.
Infimetrics may change the terms of this Agreement from time to time, as it deems fit.