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

THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN "YOU" or "You" (EITHER IN AN INDIVIDUAL CAPACITY, OR IF ACCESSED OR USED BY OR FOR ANY COMPANY, AN AUTHORISED REPRESENTATIVE) AND CELOXIS TECHNOLOGIES PVT. LTD. ("Licensor", "we", "us" and "our" "Celoxis"). THIS EULA PROVIDES AND CAPTURES AN IMPORTANT LEGAL INFORMATION ABOUT THE LICENSE OF CELOXIS' PROJECT MANAGEMENT TOOL NAMELY CELOXIS (THE "Software") AND YOUR USAGE, INSTALL, DOWNLOAD AND ACCESS OF THE SOFTWARE AND RECEIVE TECHNICAL SUPPORT THROUGH A 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 SOFTWARE AND THE "SERVICES" .

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

1. Grant of License. Celoxis hereby grants You a non-exclusive, 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 Software 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 Software is granted to You for a trial period, as may be opted by You from our website and any further extensions to such period as may be granted by us ("Trial Period"), and shall be effective from the date of your using the demo version of the Software.

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

  • You may not make any third party to install and/or use the Software by rental, lease, transfer, sub-license or any other method.
  • You may not modify, merge, revise or enhance the Software 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 export or re-export the Software 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, facilitate the distribution of or transfer the Software in any manner.
  • You may not use this trial or demo version of the Software 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 Software for a purpose other than solely for the purpose of making a decision, whether to buy a license for the paid version of the Software.

3. Warranty and Liability.

  • YOU AGREE THAT THE SOFTWARE AND 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 DEFECTS CONTAINED THEREIN.
  • CELOXIS PROVIDES THE SOFTWARE AND 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 SOFTWARE AND SERVICES.
  • NOTHWITHSTADING 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.

PART B: TERMS APPLICABLE FOR THE PAID VERSION OF THE SERVICES

1. Grant of License. Subject to your compliance with the terms of this EULA, Celoxis hereby grants You a limited, perpetual, non-sub licensable, non-exclusive license ("License"), to use the Software in object code format, solely for your internal business purpose. It is hereby clarified that the grant of License does not obligate Licensor to provide any updates and/ or upgrades unless agreed otherwise and subject to payment of applicable fees by You.

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

  • You may not make others to install and/or use the Software or Services by rental, lease, transfer, sub-license or any other method.
  • You may not modify, merge, revise or enhance the Software 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 export or re-export the Software 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 facilitate distribution, 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.
  • You may not use the Software in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Software.
  • You may not disclose the results of any benchmarking of Software (whether or not the results were obtained with assistance from Licensor) to any third party.

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

  • the maximum number of the Users that You authorize to access and use the Software and Services shall not exceed the permitted number of the users applicable to the plan opted by You.
  • The License granted herein shall be server based. The Users shall be authorized to access the Software and Services in accordance with the terms of this EULA.

4. License Fees.. In consideration of the Software and Services provided by Celoxis under this EULA, You agree to pay us one time License fees ("License Fees") as per cost applicable to the plan chosen by you. License Fees and other prices quoted are exclusive of applicable taxes. You shall pay all the 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).

5. Limitation of Liability. EITHER PARTY SHALL NOT BE LIABLE UNDER OR FOR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY TOWARDS THE OTHER (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. NOTHWITHSTADING THE FOREGOING, IN NO EVENT SHALL EITHER PARTY BE LIABLE TOWARDS THE OTHER OR ANY THIRD PARTY 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 SOFTWARE OR SERVICES. NOTHWITHSTADING 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. Subject to the above and except for breach of Part B, Section 2 (Restriction on Use), to the maximum extent permitted by law, the aggregate liability of each party, whether in contract (including under any in tort or negligence), under statute or otherwise under or in connection with this License or the provision of the Software and Services shall in total, be limited to, the total charges payable under this License during its term.

6. User’s Data. Celoxis takes no responsibility and assumes no liability for any content that any Users or third parties post or send over the Services ("User Content"). 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. In the event Celoxis is required to access any User Content for the purpose of the support related Services, You acknowledge that You don’t provide Celoxis with an access to any personally sensitive data of the Users or of any third party or any other confidential or proprietary information and Celoxis assumes no liability for any consequences as a result of any such disclosures made by You, related to the User Content or otherwise. After cessation or termination of your Services, we shall delete your account and the User Content (if any), within a time frame as may be decided by us at our sole discretion.

7. Termination.

  • I. You may terminate this EULA, at any time, by selecting the "Cancel Account" link on our website http://www.celoxis.com/refund-and-cancellation-policy.php.
  • II. 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.

8. Audit and Inspection.

We shall have the right to appoint an auditor at our cost to inspect the records maintained by You to validate the permitted usage of the Software by You. You agree to allow access to the auditor appointed by Us during normal office hours. In the event the auditor identifies that any discrepancies in the amounts paid vis-à-vis the actual usage, then We shall have the right to require You to pay us up to 2 (two) times of the amount not paid. In addition, You shall be liable to pay for the audit fees incurred by Us.

9. Maintenance and Support.

Celoxis provides the necessary support through emails and a web-based support system. We will take commercially reasonable efforts to provide You with the email support to resolve all your queries within one working day. The details of maintenance and support can be accessed from the link on our website: http://www.celoxis.com/customer-support.php. Subject to receipt of the License Fees as specified in Section 5, You are entitled to receive for a free support and upgrades to the Software during a period of one (1) year from the date of installation of the paid version of License by You. For any subsequent support, You will be required to execute Annual Maintenance Contract (AMC) with Licensor. Any executed AMC will, in addition, include free updates and upgrades to the Software generally made available by Celoxis, at its sole discretion in the market. You acknowledge that Celoxis shall be under no obligation to support any version of the Software which has been superseded by a newer release and a period of 24months have passed or to support any modifications carried out by You without the use of the APIs provided by the Licensor. In the event of any such modifications, Celoxis may at its sole discretion, with or without cost, fully or in a part, provide or reject any such support.

10. Delivery.

We shall deliver You, an executable copy of the Software and user documentation including the upgrades or updates (applicable to You and if any) through a downloadable link.

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 herein), 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, without regard to principles of conflict of laws.
  • 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 Software and Services at your own risk. If You have any questions, complaints or claims with respect to the Software or Services, You should contact to info@celoxis.com
  • Copyright © 2016 Celoxis Technologies Pvt. Ltd. All rights reserved.