Subject to the terms and conditions of this EULA and Policies, Scale-up print grants Licensee a non-exclusive, non-transferable license to use and access the Website, Software Product and Services, subject to the Policies. We reserve all rights.
2. LICENCE RESTRICTIONS2.1 Except as expressly set out in this EULA or as permitted by any local law, you agree:
2.1.1 not to modify, alter, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Website and Software Product.
2.1.2 not to rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Website or any features or functionality of the Website, to any third party for any reason, including by making the Website available on a network where it is capable of being accessed by more than one device at any time
2.1.3 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Website or Software Product:
2.1.4 to keep all copies of the Website secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Website;
2.1.5 not to remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Website, including any copy thereof;
2.1.6 not to provide or otherwise make available the Website in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
2.1.7 to comply with all technology control or laws and regulations that apply to the technology used or supported by the Website (Technology),
together Licence Restrictions.
You must:
3.1.1 not use the Website in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Website, or any operating system;
3.1.2 not infringe our intellectual property rights or those of any third party in relation to your use of the Website (to the extent that such use is not licensed by this EULA);
3.1.3 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Website;
3.1.4 not use the Website in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.
You agree to pay any applicable license fee according to the terms that have been agreed upon between Scale-up print and You. Your failure to pay any such fees when due shall be considered a default under this EULA and Scale-up print shall have the right to forthwith terminate/suspend the license provided by Scale-up print under this EULA. [Alternis Ita Note: Retain if applicable].
5. CONFIDENTIALITY.5.1 “Confidential Information” shall mean any information, including but not limited to information, materials, data, designs, reports and so on made available by Scale-up print or its affiliate on the Website, whether or not deemed confidential by Scale-up print. Confidential Information shall not include:
5.1.1 The information which is in the public domain; or
5.1.2 The information which is lawfully obtained or available from a third party without any obligation of confidentiality and without breach of this EULA; or
5.1.3 The information, which was already known to You and has been received from a source other than Scale-up print.
5.2 You agree to maintain confidentiality of Scale-up print Confidential Information on the Website. You shall not share or disclose such Confidential Information to any third party without prior written permission of Scale-up print. You shall not make any Confidential Information whether of Scale-up print or its affiliate, available at a source that will facilitate third party access to the information in any manner.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 You acknowledge that all intellectual property rights in the Website, anywhere in the world belong to Us or Our licensors, that rights in the Website are licensed (not sold) to You, and that You have no rights in, or to, the Website other than the right to use each of them in accordance with the terms of this EULA.
6.2 You acknowledge that you have no right to have access to the Website in source-code form.
You will indemnify and hold Scale-up print harmless from any third party claim brought against Scale-up print claiming that the Website infringes or misappropriates patent, copyright, trademark, trade secret, or other intellectual property rights of a third party due to modifications or usage by You. The Licensee, however, promptly notifies Company in writing of such a claim.
8. INDEMIFICATIONThe Licensee agrees to defend, indemnify and hold the Licensor and their agents, representatives, affiliate, director, officer, employee, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) any breach of the Policies including the Terms and Conditions of Website, Privacy Policy, EULA (b) any negligence or willful misconduct by the Licensee, or the Licensee’s employees or agents or Affiliates violation (c)any act or omission by the Licensee in violation of its legal, statutory, regulatory or other duties or obligations in connection herewith; (d) and/or violation of any third party right, including without limitation any copyright, property, or privacy right; (e) any claim that another user submissions caused damage to a third party. This defence and indemnification obligation will survive the term of EULA, Terms and Conditions, Privacy Policy and Licensee’s use of the Website.
9. LIMITATION OF LIABILITY
9.1 You acknowledge that the Website has not been developed to meet Your individual requirements, and that it is therefore Your responsibility to ensure that the facilities and functions of the Website meet Your requirements.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Scale-up print, ITS DIRECTORS, OFFICERS, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE TO YOU OR YOUR AFFILIATES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) (I) FOR MORE THAN THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID TO Scale-up print FOR THE APPLICABLE WEBSITE OR (II) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, OR OTHER ECONOMIC DAMAGE, ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE WEBSITE, EVEN IF Scale-up print HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.1 The Licensee acknowledges and agree that the Software Product and the Website is available on “as is” and “as available” basis. The use of the Website shall be at the sole risk of the Licensee to the fullest extent permitted by law and that the entire risk as to satisfactory quality, performance, accuracy and effort is with You, and the Licensor or any of its affiliate, director, officer, employee, licensor, distributor, supplier, agent, reseller, owner, or operator disclaims all warranties of any kind, whether express or implied, in connection with the Website.
10.2 The Licensor makes no warranties or representations about the accuracy or completeness of the Website’s content or the content of any sites linked to this Website and assumes no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content, (b) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Website, (c) any unauthorized access to or use of Our secure servers and/or any and all personal information stored therein, (d) any bugs, viruses, which may be transmitted to or through our Website by any third party, (e) regarding the reliability, accuracy, completeness, validity or truthfulness of any information, material or other content obtained through use of the Services or Website and (f) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Website. The Licensor further makes no warranties or representation that the Website or Service will be uninterrupted, timely, without down-time, secure or error free or that the defects will be corrected. The Licensor do not warrant, endorse, guarantee, or assume responsibility for any hyperlinked website or other promotion, and the Licensor will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. No advice or information, whether oral or written, obtained by the Licensee from the Licensor or through or from the Service shall create any warranty not expressly stated in the terms of use. The Licensor do not warrant that the servers that make this Website available will be error, virus, contaminant or bug free and you accept that it is the responsibility of the Licensee to make adequate provision for protection against such threats.
10.3 The Service provided by the Licensor form part of the purchasing process of the Service Provider’s or user’s e-commerce platform and We shall exclusively manage the product customization part. The purchasing process on the Service Provider’s platform remains regulated by the conditions regulated by the Service Provider. We may not in any circumstances be held liable for any malfunctions of the Service Provider’s platform based on the activities of the Service Provider’s e-commerce service.
The use and collection of the Personal Information of the Licensee shall be governed as per the Privacy Policy and other Policies of Scale-up print.
12. TERMINATION12.1 We may terminate this EULA immediately by written notice to You:
12.1.1 if You commit a material or persistent breach of this EULA which You fail to remedy (if remediable) within [insert] days after the service of written notice requiring You to do so;
12.1.2 if you breach any of the Licence Restrictions or the Acceptable Use Restrictions; and
12.1.3 on 15 days prior notice.
12.2 On termination for any reason:
12.2.1 all rights granted to You under this EULA shall cease;
12.2.2 You must immediately cease all activities authorised by this EULA;
12.2.3 You must immediately delete or remove the Website from all devices, and immediately destroy all copies of the Website then in Your possession, custody or control and certify to us that You have done so.
13.1 If You wish to contact Us in writing, or if any condition in this EULA requires You to give Us notice in writing, You can send this to Us by e-mail at [info@scaleupprint.com] (“Email”). We will confirm receipt of this by contacting You in writing, normally by E-mail.
13.2 If We have to contact You or give You notice in writing, we will do so by writing to You on the email address You provide to Us in your request for the Website.
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under this EULA that is caused by any act or event beyond Our reasonable control, including failure of public or private telecommunications networks (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of Our obligations under this EULA:
15.1 The Website may contain links to third party websites that are not owned or controlled by the Licensor and the Licensor have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites.
15.2 While visiting or using the Website, the Licensee may be presented with an opportunity to purchase third party products or services. These products and services are offered and supplied by independent companies not owned or operated by the Licensor. If the Licensee click on one of the presented offers, the Licensee will be redirected to the site of the third party, and any information the Licensee provide in response to the offer will be collected and used by the third party and not by the Licensor. Information the Licensee provided to the third party and any dealings the Licensee have with the third party will be governed by the privacy and other policies of that third party.
16.1 Severability: If any provision of this EULA is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this EULA shall continue in full force and effect. In the event of any conflict between any provision of this EULA and any applicable law, the provision or provisions of this EULA affected shall be modified to remove such conflict and permit compliance with such law and this EULA, so modified, shall continue in full force and effect.
16.2 Amendment: We shall be entitled to amend the terms of this EULA at any time at Our sole discretion. You shall be notified of such amendments and the license provided to You under this EULA, and Your usage of the Website shall be subject to You agreeing to such amended terms.
16.3 Notices: Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed.
16.4 Non- Assignment: The Licensee shall not assign or transfer or purport to assign or transfer the contract between the Licensee and the Licensor to any other person.
16.5 Governing Law And Dispute Resolution: These EULA along with the Policies shall be governed by and construed in accordance with the Indian law. The Licensee submit to the exclusive jurisdiction of the Jaipur courts to settle any dispute or claim which may arise under, or in respect of, the terms of the EULA or other Policies, except where, by law, such dispute or claim must be brought in the jurisdiction in which the Licensee is domiciled, or where the relevant law contains mandatory provisions that override such exclusive jurisdiction.
