AutomationEdge automates resolution of requests and incidents raised in Remedyforce.####AutomationEdge comes with a ready library of actions for automation including employee onboarding, shared folder access, VM creation, etc.
END USER LICENSE AGREEMENT
This End-User License Agreement (“Agreement”) is a legally binding agreement between you (hereinafter referred to as “You” or “Licensee”) and Vyom Labs’ applicable Contracting Entity (defined hereinafter) for applicable region (hereinafter referred to as “Vyom Labs”) for the Subscription Services titled “Automation Edge” and associated media and documentation in written or electronic form whether distributed along with the Subscription Services (defined hereinafter) or available separately.
If You do not agree to be bound by these terms and conditions, or do not have the authority to bind your Organization to this Agreement, then you shall not open, access or otherwise use the Subscription Services (defined hereinafter).
This document, if accepted digitally, is an electronic record under the terms of applicable laws and Rules and is deemed electronically executed on opening, accessing or using the Subscription Services (defined hereinafter) and is legally binding between the Parties and does not require any physical or digital signatures.
In the event a copy of this Agreement is provided along with the Purchase Order (defined hereinafter), please sign and return a copy of this Agreement.
In this Agreement, unless the context otherwise admits, the following words and expressions shall have the meaning assigned to them hereunder:
1. “Compatible Computer” shall mean a Computer with the recommended operating system and hardware configuration as stated in the description provided by Vyom Labs as well as the Documentations accompanying the Subscription Services.
2. “Computer” means a virtual or physical device that accepts information in digital or similar form and manipulates it for specific result based on a sequence of instructions.
3. “Contracting Entity” means the following Vyom Labs’ contracting entities for respective territory:
Sl. No. Contracting Entity Territory
1. Vyom Labs Inc North America, Central America and South America
2. Vyom Labs FZ LLC EMEA (Europe, Middle East and Africa)
3. Vyom Labs Pvt. Ltd. Asia-Pacific or Asia Pacific
4. “Documentation” shall mean all printed, typewritten, electronic or other materials, including without limitation, installation and usage instructions, operating system requirements, user manuals and support guides accompanying the Subscription Services
5. “Intellectual Property” shall mean any works, know-how, methods, charts, reports, algorithms, software, hardware, firmware, representations, creations and inventions which have been protected, in the process of being protected, or capable of being protected as patents, copyrights, trade marks, trade secrets, designs or any other forms of intellectual property.
6. “Permitted Number” shall mean the number of computers or servers or number of tickets or adapters or users that can access and/or use the Subscription Services as detailed in the Purchase Order as well as the applicable Subscription Model.
7. “Purchase Order” shall mean the signed order form placed by You in the format provided by Vyom Labs, that is subject to the terms of this Agreement and that identifies the particulars of License granted or the Subscription Services availed by You and the applicable fees to be paid by You.
8. “Subscription Services” shall mean the services offered by Vyom Labs under this Agreement for the platform titled “Automation Edge” which allows for web-based access or on-premise access and the right to use the services offered by Vyom Labs through the platform “Automation Edge” based on the Subscription Model purchased by You and shall also include the Documentations accompanying the services.
9. “Subscription Model(s)” shall mean and include the different license models offered by Vyom Labs to You with respect to the Subscription Services. You hereby agree to be bound by the specific terms and conditions of the Subscription Model(s).
B. GRANT OF LICENSE
1. The Subscription Services licensed herein is protected by copyright laws, international copyright treaties and all other applicable rules and regulations. The Subscription Services are licensed and not sold to You. The rights granted under this license are detailed in Clause B (2) of this Agreement. Any rights that are not expressly granted to You hereunder are reserved by Vyom Labs.
2. Subject to the full and timely payment of the applicable license fees as indicated on your Purchase Order and full and timely adherence to all terms and conditions included herein, Vyom Labs hereby grants You a non-exclusive, non-transferable, limited right to access and use the Subscription Services for Permitted Number on Compatible Computer(s) as detailed in the Purchase Order in a manner consistent with its Documentations and in accordance with the Subscription Model purchased by You.
3. You understand and agree that under this Agreement:
i. You shall not distribute or publish copies of the Subscription Services and Documentations or any component thereof;
ii. You shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or use any methods to derive source code or create any derivative work based on the Subscription Services;
iii. You shall not rent, license, assign, transfer, time share, host, lend, sublicense, distribute or lease the Subscription Services to any third party;
iv. You shall not provide a third party with the results of any functional evaluation or performance tests;
v. You shall not transfer or sub-license this license to any third party. You shall not permit a third party other than your employees or staff to use the Subscription Services for monetary benefits without the prior consent of Vyom Labs;
vi. You shall not circumvent or provide a method to circumvent any technological protection measures incorporated with the Subscription Services;
vii. You shall not use the Subscription Services in any manner that is not expressly mentioned in this Agreement or the Documentations;
viii. You shall not remove, obscure or alter Vyom Lab’s copyright notices, trademarks or other proprietary rights notices affixed to or contained within the Subscription Services or the Documentations accompanying the Subscription Services;
ix. You will not engage in facilitating any unethical, deceptive or illegal practices using the Subscription Services;
x. You shall not interfere with or disrupt the integrity or performance of the Subscription Services;
xi. You shall not send or store any infringing, obscene, threatening, libellous, or otherwise unlawful material via Subscription Services; and
xii. You shall not use any component of the Subscription Services separately from the services offered to You.
C. EVALUATION VERSION:
1. Vyom Labs, in its sole discretion, may provide You with non-transferable, limited access to the Subscription Services without a Purchase Order and without any charge solely for evaluation purposes for a period of thirty days from the date of acceptance of this Agreement or till Vyom Labs accepting a valid Purchase Order from You, whichever is earlier. In the event, You are using the evaluation version of the Subscription Services, You hereby agree to be bound by this terms and conditions as well as any specific terms and conditions related to the evaluation version of the Subscription Services as provided in the trial registration webpage of Vyom Labs.
2. You agree and understand that any data entered by You or any actions performed by You using the evaluation Subscription Services will be permanently lost on expiry of thirty days from the date of acceptance of this Agreement.
3. Notwithstanding any other provisions of this Agreement, You understand that the evaluation version of the Subscription Services is provided to You “As Is” and without any warranties or representations whatsoever.
D. FEES AND PAYMENT TERMS:
In consideration to the rights granted hereunder, You hereby agree to pay to the Vyom Labs the license fees as detailed on your Purchase Order. All fees must be paid in advance. You acknowledge that the license fees paid by You is non-refundable. Vyom Labs provides demonstrations of the Subscription Services, You may access and use the evaluation version of Subscription Services to ensure that the Subscription Services fits your need before purchasing. All payments shall be made in the currency(ies) specified in the Purchase Order. You shall be responsible for paying all local and state taxes, value added taxes and other taxes and duties payable in connection with this Agreement.
Unless otherwise agreed between the Parties in writing, You understand that Vyom Labs will only be liable to provide limited support services to You with respect to access and use of the Subscription Services. The details of the support offered by Vyom Labs are described in the support policy provided on the Automation Edge Website. You understand and agree that Vyom Labs shall have the sole right and authority to modify and review the support policy without notifying You and your continued use of the Subscription Services indicates your agreement to the modified support policy. In the event any specific support services are required by You, the Parties may enter into a mutual Service Level Agreement on mutual terms relating to such services.
F. INTELLECTUAL PROPERTY:
This Agreement is for the licensed use and access to the Subscription Services and is not an agreement for sale of the Subscription Services. You acknowledge that no ownership rights are being conveyed to You under this Agreement. All right, title and interest, including all Intellectual Property rights in the Subscription Services and the accompanying Documentations shall solely and exclusively vest with Vyom Labs. Nothing contained in this Agreement shall be interpreted to mean any transfer of ownership in the Subscription Services or accompanying Documentations from Vyom Labs to You. Further, You understand and agree that all right, title and interest in any and all suggestions, requests or feedbacks provided by You to Vyom Labs under this Agreement shall be the sole and exclusive property of Vyom Labs.
1. The term Confidential Information used in this Agreement shall mean all information howsoever furnished or supplied or caused to be furnished or supplied by Vyom Labs or obtained or received by You from Vyom Labs in oral, written, electronic or any other form including but not limited to information which is of a technical, commercial, legal or financial nature and shall include without limitation codes, methods, designs, patterns, specification, systems, know how, processes, ideas, inventions, documentations, compilations, plans, presentations, data and any other information provided by Vyom Labs to You. Confidential Information shall not include:
a) The Information which is in the Public domain or comes into the public domain otherwise than by your unauthorized disclosure; or
b) The Information, which was already known to You and has been received from a source other than Vyom Labs; or
c) The Information which was or is lawfully obtained or available from a third party who was lawfully in possession of the same and free to disclose it.
2. You shall, neither during the term of this Agreement nor for a period of five years thereafter, disclose any confidential information to any third party without the express permission of Vyom Labs. You may disclose the Confidential Information to your officers, employees or agents provided such persons are bound by instruments of confidentiality at least as stringent as this Agreement.
3. You hereby agree to promptly notify Vyom Labs of any unauthorized use or disclosure of the Subscription Services or Confidential Information of Vyom Labs by any third party. Further, if You are required by law to disclose any of Vyom Labs’ Confidential Information, You will not disclose the Confidential Information without providing Vyom Labs with advance written notice to allow Vyom Labs to seek protective order against such disclosure.
1. Limited Warranty: Subject to other terms and conditions of this Agreement, Vyom Labs warrants to You that the Subscription Services will perform substantially in accordance with the corresponding Documentations when used on a Compatible Computer in accordance with the manner specified in Documentations. This limited warranty is void if failure of the Subscription Services is the result of accident, negligence, misapplication or use in violation of terms of this Agreement or Documentations.
2. Remedies: Vyom Labs’ entire liability and your exclusive remedy under the limited warranty provided in clause H (1) shall be limited to the repair, or replacement of the Subscription Services or if repair or replacement is not practicable at Vyom Labs’ sole determination, refund of license fees paid by You. You agree that the decision of Vyom Labs with respect to your warranty claims shall be final and binding between the parties.
3. While Vyom Labs routinely tests the Subscription Services using reasonable methods to confirm its adherence to relevant compliance and industry standards from time to time, Vyom Labs makes no representations or warranties that the Subscription Services conforms to any particular standards or will continue to conform to the industry standards as it operates. You have the sole responsibility to ensure that the Subscription Services is used in a manner consistent with the applicable legal, security or compliance standards in your line of business.
4. THE LIMITED WARRANTY PROVIDED IN CLAUSE H (1) AND ANY STAUTORY WARRANTY OR REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW ARE THE ONLY WARRANTIES AND EXCLUSIVE REMEDIES APPLICABLE TO THE SUBSCRIPTION SERVICES. VYOM LABS DOES NOT REPRESENT OR WARRANT THAT THE SUBSCRIPTION SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATIONS OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW THE SUBSCRIPTION SERVICES ARE PRVOIDED “AS IS” WITHOUT ANY WARRANTY. ALL EXPRESS AND IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS INCLUDING BUT NOT LIMITED TO WARRANTIES RELATED TO PERFORMANCE, QUALITY, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, ACCURACY ARE HEREBY EXPRESSLY DISCLAIMED BY VYOM LABS.
I. LIMITATION OF LIABILTIES:
IN NO EVENT SHALL VYOM LABS, ITS RESPECTIVE PARENT OR AFFLIATE COMPANIES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE UNDER ANY CLAIM FOR TORT, STRICT LIABILITY, LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPURTUNITES AND INFORMATION, BUSINESS INTERRUPTION, BREACH OF CONTRACT, OR BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESSEABLE OR NOT. VYOM LABS’ CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, BREACHES, OR DAMAGES FOR ANY CAUSE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE THE AMOUNT YOU ACTUALLY PAID FOR THE SUBSCRIPTION SERVICES.
You hereby agree to indemnify, defend and hold Vyom Labs harmless from and against any and all damages, liabilities, costs and expenses, including reasonable attorney fees and expenses (collectively “Losses”) resulting from third party claims, demands and causes of action (Collectively “Claims”) arising out of, incident to or resulting directly or indirectly from:
I. A breach of your representations, warranties, covenants, agreements and obligations under this Agreement; or
II. Your negligence or wilful misconduct.
K. TERM AND TERMINATION
1. This Agreement shall come into force on your acceptance of the same in accordance with the Recitals and shall continue to be in force for the subscription term mentioned in the Purchase Order and during the renewed period upon renewal of Subscription Services for the term mentioned in the Purchase Order of renewal, unless terminated in accordance with this Agreement.
2. Vyom labs may terminate this Agreement (a) without providing any notice, if You fail to pay any applicable license fees as mentioned in the Purchase Order for more than a period of fifteen days; (b) without providing any notice, if You violate or infringe the Intellectual Property rights of Vyom Labs in any manner whatsoever; (c) after providing a notice of fifteen days if You are in breach of any provisions of this Agreement and fail to correct such breach within the said period of fifteen days; and (d) after providing a notice of thirty days without assigning any reason whatsoever.
3. You may terminate this Agreement at your convenience after providing a thirty days’ written notice to Vyom Labs regarding your intention to terminate this Agreement.
4. Upon termination on this Agreement all rights and licenses granted to You under this Agreement will terminate and You shall immediately stop using the Subscription Services in any manner whatsoever.
You shall not transfer, assign, grant or license the licensed rights under this Agreement to any third party.
N. NO WAIVER
Save and except as expressly provided in this Agreement, no exercise, or failure to exercise, or delay in exercising any right, power, or remedy vested with Vyom Labs under or pursuant to this Agreement shall constitute a waiver by Vyom Labs of that or any other right, power, or remedy.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
All notices, requests, demands and other communications to Vyom Labs hereunder must be in writing and must be sent to the postal addresses or email address(es) provided by Vyom Labs in its website. All notices to You may be sent to the email address provided by You at the time of registration or by any other means at the sole discretion of Vyom Labs.
Q. GOVERNING LAW, JURISDICTION AND ARBITRATION
1. This Agreement shall be governed, interpreted and construed in accordance with the applicable laws in force based on the incorporation and/or operation of the Parties as follows:
a. In India, if the parties to the Agreement are incorporated under the laws in force in India and are subject to the exclusive jurisdiction of the courts at Mumbai, India.
b. In the State of Delaware, United States, if the parties to the Agreement are incorporated and/or operating within North America, Central America and/or South America (Clients in the Americas) and are subject to the exclusive jurisdiction of the courts in Delaware.
c. In England and Wales, if the parties to the Agreement are incorporated and/or operating within United Kingdom and Europe and are subject to exclusive jurisdiction of the courts in England and Wales.
d. In Singapore, if the parties to the Agreement are incorporated and/or operating within Middle East, Africa, APAC, Oceania, Australia, China, Japan and other Asia-Pacific countries not specifically mentioned herein and are subject to the exclusive jurisdiction of the courts in Singapore.
For all other regions not specifically mentioned above, this Agreement shall be governed, interpreted and construed in accordance with the applicable laws in force in Singapore, and is subject to the exclusive jurisdiction of the courts of Singapore.
2. Any and all disputes under this Agreement shall be referred to a sole Arbitrator, who shall be mutually appointed by the Parties. However, if the Parties are unable to mutually appoint an Arbitrator, such arbitrator shall be appointed by the court having jurisdiction to the applicable region as agreed in this Agreement and more specifically provided in Clause Q (1) as per the applicable Arbitration Laws of the places having exclusive jurisdiction in Clause Q (1). The venue of the arbitration shall be the places having exclusive jurisdiction for the applicable region as provided in Clause Q (1). The proceedings of the arbitration shall be in English. The parties hereby agree that the Arbitrator’s award shall be binding on the Parties. The Arbitration proceedings shall be governed by the Arbitration Laws of the places having exclusive jurisdiction in Clause Q (1). All costs of such arbitration shall be borne equally between the Parties.
R. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the Parties in relation to this subject matter and supersedes all prior agreements and understandings whether oral or written.
You acknowledge that You have read and understood this Agreement and You out of your free will, unconditionally accept to be bound by the same.