TestingWhiz Community Edition 3.2

EULA - End User License Agreement

TestingWhiz

Click- Wrap License

Please read the following terms and conditions before using the material:
A. Property of the Licensor:
You may obtain a copy of this software product either by downloading it remotely from our server or through any other media ('hard media'). The copyright, Source code ownership rights, object code ownership rights, database rights, technical manuals, knowledge base and any other intellectual property rights in the programs and data which constitute TestingWhiz software product ('the Materials'), together with the hard media on which they were supplied to you, are and will remain the property of the Cygnet Infotech Pvt. Ltd. ('the Licensor') subject to clause S in this Agreement. You are licensed to use them only if you accept all the terms and conditions set out below.

B. License Acceptance Procedure:
By clicking on the Acceptance buttons which follow this licence agreement (marked 'Do you accept these terms and conditions?' and 'Are you sure that you wish to accept these terms and conditions?'), you indicate that you are eligible to accept said license and acceptance of this licence agreement and the limited warranty and limitation of liability set out in this licence agreement. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent ('Corporate Licensee'). In this licence agreement, 'you' include both the reader and any corporate licensee.

C. License Rejection Procedure:
You should therefore read this licence agreement carefully before clicking on the Acceptance buttons. If you do not accept these terms and conditions, you should click on the 'Reject' button, delete the materials from your computer and promptly (and in any event, within 14 days of receipt) return to the licensor or a licensed reseller:
(a) other media;
(b) any other items provided that are part of this product; and
(c) your dated proof of purchase. Any money you paid to the licensor or a licensors reseller for the materials will be refunded, along with all costs of postage and packing.

D. Other Agreements:
If your use of these programs and data is pursuant to an executed licence agreement, such agreement shall apply instead of the following terms and conditions.

License Agreement And Limited Warranty:
E. Ownership of Materials and Copies:
The Materials and related documentation are copyrighted works of authorship, and are also protected under applicable database, IPR and cyber laws. The Licensor retains ownership of the Materials and all subsequent copies of the Materials, regardless of the form in which the copies may exist subject to Clause S in this agreement. This licence is not a sale of the original Materials, its source code or any copies.

F. License:
Provided that you have paid the applicable license fee, the Licensor grants to you a limited, non-exclusive license to:
(1) use and copy the Materials for use on any computer system owned, leased and/or controlled by you or any member of your corporate group, which expression includes the Corporate Licensee, the Corporate Licensee's majority-owned subsidiaries, any parent company having a majority-owned interest in the Corporate Licensee, and such parent's majority-owned subsidiaries;
(2) make a single copy of the Materials for back-up, archival or other security purposes. However Back up of Back up shall not be allowed in the license.

G. License Restrictions:
You may not use, copy, modify or transfer the Materials (including its source code and any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this licence. If you transfer possession of any copy of the Materials to another party except as provided above, your licence gets automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify, tamper, alter, conceal, destroy, damage, delete, add, rearrange or create derivative works based on the Materials, except as expressly permitted by the law of this License Agreement. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Materials. All above restrictions are subject Clause S in this agreement.

H. No Transfer:
The Materials are licensed only to you. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Materials, on a temporary or permanent basis, without the prior written consent of the Licensor.

I. Undertakings:
You undertake to:
(1) ensure that, prior to use of the Materials by your employees or agents, all such parties are notified of this license and the terms of this Agreement;
(2) reproduce and include our copyright notice (or such other party's copyright notice as specified on the Materials) on all and any copies of the Materials, including any partial copies of the Materials;
(3) hold all drawings, specifications, data (including object and source codes), software listings and all other information relating to the Materials confidential and not at any time, during this license or after its expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor's consent.

J. Limited Warranty:
(1) Subject to the limitations and exclusions of liability below, the Licensor Warrants that (a) the hard media on which the Materials are furnished will be free from material defects under normal use; and the Materials, at the time they are installed, are free from known viruses and every other known malwares, and that (b) the copy of the program in the package will materially conform to the documentation which accompanies the package.
(2) The Licensor will also indemnify you for personal injury or death solely and directly caused by any defect in its products.
(3) The Licensor shall not be liable under the aforesaid warranty if the Materials fail to operate in accordance with the said warranty as a result of any modification, variation or addition to the Materials not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Materials, including use of the Materials with equipment or other software which is incompatible.

K. No Other Warranties:
The foregoing warranty is made in lieu of any other warranties, representations or guarantees of any kind, either, expressed or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result. You assume the entire risk as to the quality and performance of the Materials. Should the Materials prove defective, you (and not the Licensor nor any licensed reseller), assume the entire cost of all necessary servicing, repair or correction. The Licensor does not warrant that the Materials will meet your requirements or that its operation will be uninterrupted or error free.

L. Limitation of Liability:
The Licensor's entire liability and your exclusive remedy shall be the replacement of any media not meeting the Licensor's 'Limited Warranty' and which is returned to the Licensor together with dated proof of purchase; or

Further, the product contains the use of Third Party Software and that in addition of this EULA, additional obligations may apply in relation to any use of the Third Party Software by the Licensee which is not in accordance with the use of this EULA and in such cases the Licensee must consult the relevant Third Party to acquire any necessary Licenses and consents in relation to its use of any Third Party Software and that in any event the Licensor shall not be responsible for the breach of the terms of the Third Party License Agreements.

M. Exclusion of Liability:
Except in respect of personal injury or death caused directly by the negligence of the Licensor, Licensor shall never be responsible for any damages, including any process interruptions, lost profits, lost savings, loss of data, loss of employee productivity or any indirect, special, incidental or consequential damages arising out of the use of or inability to use such Materials, even if it has been advised of the possibility of such damages. Nothing in this Agreement limits liability for fraudulent misrepresentation.

N. Third Party Products:
Further, Licensee acknowledges and agrees that if Licensee breaches this EULA and/ or any third party owner of Third Party Software suffers any loss, damage cost or expense directly or indirectly in connection with the breach, Licensor or the relevant third party owner of the Third Party Software may bring an action directly against Licensee.

O. Your Statutory Rights:
This licence gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.

P. Recognition of Licensors Rights:
At all times during the term of this license and thereafter, you will hold in strict confidence and will not disclose, use, lecture upon or publish any of the Licensors Proprietary Information (Physical formats as well as Computerized formats), unless an authorized executive officer of the Company expressly authorizes the same in writing. The term "Proprietary Information" shall mean, but will not be restricted to, trade secrets, confidential knowledge, data or any other information of the Company. By way of illustration but not limitation, "Proprietary Information" includes inventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques.

Q. Term:
The licence is effective until terminated. You may terminate it at any time by destroying the Materials together with all copies in any form. It will also terminate upon conditions set out elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement or if you voluntarily return the Materials to us. You agree upon such termination to destroy the Materials together with all copies in any form.

R. Export:
You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Materials were created. In particular, you will not export or re-export, directly or indirectly, separately or as a part of a system, the Materials or other information relating thereto to any country for which an export licence or other approval is required, without first obtaining such licence or other approval.

S. Third Party Software
This Product may contain Third Party software/s which require notices and /or additional terms and conditions. Such required third party notices / licenses and/or additional terms and conditions are made a part of and incorporated by reference into this EULA. By Accepting this EULA, you hereby acknowledge that you are also accepting the additional terms and conditions, if any set forth therein.

T. General:
(1) You agree and acknowledge that the Licensor shall have the right, after supplying undertakings as to confidentiality, to audit any computer system on which the Materials are installed in order to verify compliance with this software license. A few usage related data is collected while the tool is under execution.
(2) Each party irrevocably agrees that the courts of the country of registration of the Licensor, its subsidiary office, or reseller which issues an invoice for this licence, shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Agreement and the place of performance of this Agreement shall be that country and that the laws of that country shall govern such controversy or claim.
(3) This Agreement constitutes the complete and exclusive statement of the Agreement between the Licensor and you with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
(4) Any clause in this Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion.
(5) Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party's rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party's right to take subsequent action.
(6) This Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without the Licensor's prior written consent.
(7) This EULA is governed by the Laws of India within the jurisdiction of the Courts of Ahmedabad, Gujarat.

Should you have any questions concerning this Agreement you may contact us by issuing a support ticket at support@testingwhiz.zendesk.com