TAXILLA END USER LICENSING AGREEMENT


THIS END-USER LICENSE AGREEMENT (THE "Agreement") IS A LEGALLY BINDING AGREEMENT BETWEEN THE END-USER, AND TAXILLA, ITS SUBSIDIARY AND AFFILIATES (HEREINAFTER REFERRED TO AS "Taxilla/LICENSOR"). THE LICENSE SHOULD BE READ IN ENTIRETY AND END USER IS REQUIRED TO CAREFULLY READ THE TERMS AND CONDITIONS BEFORE ACCESSING THIS SOFTWARE PROGRAM (THE "SOFTWARE").


BY INSTALLING, ACCESSING, COPYING, OR OTHERWISE USING THE SOFTWARE OR PRODUCTS OF TAXILLA, YOU REPRESENT (I) THAT YOU ARE AN AUTHORIZED REPRESENTATIVE ON BEHALF OF ORGANIZATION TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT (IN WHICH EVENT "YOU" AND "YOUR" SHALL REFER TO YOU AND SUCH ORGANIZATION, AS THE CASE MAY BE), OR (II) THAT YOU INTEND TO BE PERSONALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT IF YOU ARE NOT SO AUTHORIZED OR DO NOT INTEND TO BE PERSONALLY BOUND, THEN TAXILLA IS UNWILLING TO LICENSE THE SOFTWARE AND THE INSTALLATION, COPYING OR USE OF THE SOFTWARE IS A VIOLATION OF APPLICABLE INTERNATIONAL COPYRIGHT LAWS AND CONVENTIONS. IF YOU ACCEPT THESE TERMS FOR AN ORGANIZATION ON WHOSE BEHALF YOU ARE AUTHORIZED TO ACT, YOU SHALL USE THE SOFTWARE ONLY ON BEHALF OF SUCH ORGANIZATION. IF YOU INTEND TO BE PERSONALLY BOUND, USE OF THE SOFTWARE IS LIMITED TO YOUR PERSONAL USE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL, COPY, OR OTHERWISE USE THE SOFTWARE OR PRODUCTS, AND THE ACCOMPANYING END-USER DOCUMENTATION (THE "DOCUMENTATION"). SELECT THE "I DO NOT ACCEPT THE TERMS OF THE LICENSE AGREEMENT" BUTTON TO CONTINUE TO ACESS SERVICE.


Definitions

  • "Authenticated User" means an individual who directly or indirectly uses the Software pursuant to license granted under this Agreement and any other agreement.
  • "End-User" (Alternatively also referred to as "you") shall mean and include any person or entity which purchases/uses/has access to Taxilla's Software for its intended purpose.
  • "Software" shall mean any software (whether provided as downloadable automatically without additional consent or action on your part or otherwise, or as an online service), software-as-a- service, tool, utility, documentation, or similar delivered by Taxilla including the license file, and any revision, update, or upgrade, product hereto which are made available by Taxilla to you under the terms and conditions set out in this EULA. This Software is licensed to you for intended use and not sold.
  • "Documentation" means user manuals, technical manuals and any other materials provided by LICENSOR, in printed, electronic, or other form, that describe the installation, operation, use or technical specifications of the Software.
  • "License" shall means the granted right by Taxilla to access and use its software on a subscription basis, subject to the terms and conditions outlined in this Agreement. This license is non-transferable, revocable, and limited solely to the duration of the active subscription period as agreed upon by you. Upon subscription expiration or termination, the access to the software shall cease unless renewed or extended in accordance with the terms herein
  • "EULA" shall mean this standard End User License Agreement. EULA shall alternatively be referred to as License
  • "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other Intellectual Property Rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Grant

  • Subject to the terms and conditions of the Agreement, to the extent you purchase a license or subscription to any of our installed Software, we grant you a non- exclusive, non- sublicensable, non-transferable right to install and use such installed Software only for your own internal business purposes. You may make necessary copies of such installed software solely for backup and archival purposes. Any such copy of such installed software: (i) remains our exclusive Property;
  • Your acquired rights are subject to your compliance with EULA. Any use other than the intended use is strictly prohibited. You are expressly prohibited from sub-licensing, renting, leasing, copying or otherwise distributing the Software unless otherwise authorized under a specific agreement or rights to use the Software. The term of your License shall commence on the date that you install or otherwise use the Software and shall end on the earlier of the date that you dispose of or Taxilla terminates the License. Your Licence will terminate immediately if you attempt to circumvent the technical protection measures for the Software or any other act which is detrimental to the interests of Taxilla.
  • Use of this Software on any number of computers, provided they are individually licensed by Taxilla pursuant to the terms set forth hereto including but not restricted to all other applicable documentation which are integrated herein by reference, and you hereby agree and accept such License. For purposes hereof, "intended use" shall mean the uses for which the Software was designed and is intended for.

Restriction

Your right to use the Software is limited to the License granted above, and you may not otherwise copy, display, lease, sell, rent, publish, reverse-engineer, transfer, seek to disable, distribute, perform, publish, modify, reproduce, or use the Software or any component of it, except as expressly authorized by Taxilla. Unless expressly authorized by Taxilla, you are prohibited from making a copy of the Software available on a network where it could be used by multiple users. You are prohibited from making the Software available over a network where it could be downloaded by multiple users. You may not remove or alter Taxilla's Intellectual Property Rights included in the Software or related assets. You may not use the Software in any manner that could damage, disable, overburden, or impair the company, nor may you use the Software in any manner that could interfere with any other party's use and enjoyment of the Software.

Reservation of Rights

You have obtained a License to the Software and your rights are subject to this License. Except as expressly licensed to you herein, Taxilla reserves all right, title and interest in the Software (including all characters, storyline, images, photographs, animations, video, music, text), and all associated Intellectual Property Rights therein. All rights not expressly granted herein are reserved by Taxilla.

Your Contributions

In exchange for use of the Software, and to the extent that your contributions through use of the Software give rise to any copyright interest, you hereby grant Taxilla an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Software and related goods and services including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration or protection granted to intellectual property rights by applicable laws and international conventions. You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to Taxilla's and other players' use and enjoyment of such assets in connection with the Software and related goods and services under applicable law. The license grant to Taxilla, and the above waiver of any applicable moral rights, survives any termination of this License.

Consent to Use of Data

When you use/have access to the Software, Taxilla may collect and store non-personally identifiable data including your IP address as well as Software usage statistics. If and when you access online services, this data may be transmitted to Taxilla. Taxilla may use this information to improve its products and services. To facilitate technical protection measures (if any), the provision of Software updates, any dynamically served content, product support and other services to you, including marketing, advertising, and online play (if any), you agree that Taxilla may collect, use, store and transmit technical and related information that identifies your computer (including an IP address and hardware identification), operating system and application software and peripheral hardware. Taxilla may also use this information in the aggregate, in a form which does not personally identify you.

Third Party Materials

While operating and/or using the Software you may be using certain third-party software and/or materials (“Third Party Materials”). Third Party Materials are not under Taxilla's control. Taxilla hereby disclaims all its liability arising out of such usage.

Intellectual Property

The Software is licensed, not sold. You acknowledge that Taxilla owns all rights, title, and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or Software provided through or in conjunction with the Software. You also agree not to remove, obscure, or alter Taxilla's copyright notice, trademarks or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software. All rights not expressly granted to you are reserved by Taxilla

Third Party Materials

While operating and/or using the Software you may be using certain third-party software and/or materials (“Third Party Materials”). Third Party Materials are not under Taxilla's control. Taxilla hereby disclaims all its liability arising out of such usage.

Payment

The End-User shall make the payments in order to use the License in accordance with below terms:

  • Subscription Fees and Inflation Adjustment

    The End-User agrees to pay an annual License subscription fee as per the agreed terms. Additionally, an inflation adjustment of 5% on the agreed License subscription fee will be applied each year. This adjustment is mandatory and reflects changes in the cost of providing the service.

  • Payment Terms

    The End-User is required to settle all invoices within 30 days from the date of issuance. Failure to comply with this payment term may result in suspension or termination of the License subscription services.

  • Subscription Commencemen

    The License subscription term shall commence thirty (30) days following the Purchase Order (PO) or the acceptance of Agreement; whichever occurs first. This allows for any necessary setup or customization period before the full services are provided.

  • Automatic Renewal and Cancellation Policy

    TThe License subscription will be automatically renewed annually, sixty (60) days prior to the expiration of the annual term. If the End-User wishes to terminate the License subscription, a written notice of cancellation must be provided at least ninety (90) days in advance of the renewal date. Failure to provide timely notice will result in the automatic renewal of the License subscription for another term.

Termination

  • This License is effective until terminated. Your rights under this License will terminate immediately and automatically without any notice from Taxilla if you fail to comply with any of the terms and conditions of this License. Promptly upon termination, you must cease all use of the Software and destroy all copies of the Software in your possession or control. Termination will not limit any of Taxilla's other rights or remedies at law or in equity.
  • Any paid account shall terminate automatically on the date of end of the subscription period without any notification from the Taxilla and the Taxilla shall not be bound to extend such accounts for further period. Taxilla may discontinue its services at any time on its sole discretion. Having account for any paid service shall not mean that the services are provided for unlimited duration.
  • End-User shall have the right to delete/close the account at any time. Once the End-User deletes or closes the account then the End-User shall no longer be able to access our services/Software. All logs etc. created by End-Users shall no longer be accessible by them when they delete/close the accounts, but such logs shall not be deleted from Taxilla's servers even when the End-User delete/close their accounts.
  • Effects of Termination: Upon termination of this License for any reason, all rights, obligations and licenses of the End-User hereunder shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, any payment obligation) and any remedies for breach of this EULA shall survive any termination, (b) End-User shall promptly return or destroy all of the licensed products and other tangible confidential information, and permanently erase all confidential information from any computer and storage media and (c) the provisions of limitations, payments, confidentiality, Intellectual Property Rights, warranty disclaimers, limitation of liability, effects of termination, general provisions shall survive.
  • Nothing in this section shall limit Taxilla's options before law or other legal remedies

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED TO YOU "AS IS," WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. TAXILLA DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TAXILLA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE; THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERRORFREE, OR THAT THE SOFTWARE WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY TAXILLA OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL TAXILLA BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS LICENSE OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT TAXILLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. TAXILLA'S AGGREGATE CUMULATIVE LIABILITY UNDER THIS EULA SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SOFTWARE (IF ANY).

Indemnification

You agree to indemnify and hold harmless Taxilla, joint ventures, suppliers, officers, directors, shareholders, employees, and agents, from any liability, cost, expense, or claim or demand made by any third party, due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of this EULA, or any alleged violation of any applicable law or regulation. Taxilla reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you but doing so shall not excuse your indemnity obligations.

Injunctive Relief

You acknowledge and agree that any violation or breach of these terms of EULA may cause Taxilla immediate and irreparable harm and damages. As a result, Taxilla has the right to, and may in its discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief regarding any violation or breach of these terms of EULA. In addition to any and all other remedies available to Taxilla in law or in equity, Taxilla may seek specific performance of any term in these Terms of Service

Miscellaneous

  • Governing Law Jurisdiction and Venue

    This EULA shall be governed by and construed and enforced in accordance with the laws of India, to the exclusive jurisdiction of Hyderabad, Telangana without giving reference to conflicts of law rules and principles. To the extent permitted by law. You agree that this EULA is to be performed and that any action, dispute, controversy, or claim that may be instituted based on this EULA or arising out of or related to this EULA or any alleged breach thereof, shall be subjected to arbitration as stated in clause 15.2, hereby waive the right to change venue to any other state or jurisdiction.

  • Arbitration

    Any controversy or claim or dispute arising out of or relating to the terms shall be settled by binding arbitration in accordance The Arbitration and Conciliation Act, 1996. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and un-appealable. The arbitration shall be conducted in Hyderabad and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Taxilla may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

  • Representative Suit waiver

    Any proceedings to resolve or arbitrate or litigate any dispute in any forum in connection with this EULA shall be conducted solely on an individual basis. Neither you nor Taxilla shall seek to have any dispute or controversy in connection with this EULA heard as a representative suit or in any other proceeding in which either party acts or proposes to act in a representative capacity. Parties further agree that no arbitration or proceeding shall be combined with another arbitration or proceeding without the prior written consent of the other party.

  • Period for Bringing Actions

    No action, regardless of form, arising out of the transactions under this EULA, may be brought by either party hereto more than one (1) year after the cause of action has occurred, or was discovered to have occurred, except that an action for infringement of Intellectual Property Rights may be brought within the maximum applicable statutory period.

  • Entire License/EULA: Severability: No Waiver

    No action, regardless of form, arising out of the transactions under this EULA, may be brought by either party hereto more than one (1) year after the cause of action has occurred, or was discovered to have occurred, except that an action for infringement of Intellectual Property Rights may be brought within the maximum applicable statutory period.

  • Period for Bringing Actions

    No action, regardless of form, arising out of the transactions under this EULA, may be brought by either party hereto more than one (1) year after the cause of action has occurred, or was discovered to have occurred, except that an action for infringement of Intellectual Property Rights may be brought within the maximum applicable statutory period.

  • Entire License/EULA: Severability: No Waiver

    This EULA is the entire agreement between you and supersedes any other prior agreements, proposals, communications, or advertising, oral or written, with respect to the Software or to subject matter of this EULA provided that Taxilla may limit, modify, or changes the applicability of the terms of this EULA at its sole discretion. You acknowledge that you have read this EULA, understand it, and agree to be bound by its terms. If any provision of this EULA is found by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part, such provision will be more narrowly construed so that it becomes legal and enforceable, and the entire EULA will not fail on account thereof and the balance of the EULA will continue in full force and effect to the fullest extent permitted by law. No waiver of any breach of any provisions of this EULA will constitute a waiver of any prior, concurrent, or subsequent breach and no waiver will be effective unless made in writing.

  • Force Majeure

    Neither party will be liable for any failure in performance due to causes beyond either party's reasonable control such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, pandemic, epidemic, labour disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of online services).

  • Contact Information.

    Should you have any questions concerning this EULA, or if you desire to contact Taxilla for any reason, please contact our Legal Department legal@taxilla.com.