BY REQUESTING AN AUTHORISED USER ACCOUNT CREATION, ACCESSING, BROWSING, AND/OROTHERWISE USING THE SOFTWARE OR THE SERVICES, THE LICENSEE ACKNOWLEDGES THATTHE LICENSEE HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.
NOW IT IS HEREBY AGREED BY AND BETWEEN PARTIES AS UNDER –
Agreement shall mean this Agreement in addition to all schedules, attachments, exhibits, amendmentsto this Agreement.
“Services” shall mean the services provided by evaluate.
Licensee shall mean Customer
Documentation shall mean any accompanying documents, content,data provided by the Licensor to the Licensee along with the Software.
Enhancements shall mean any modification,update, upgrade or addition to the Software that, when made or added to thesolution or modules currently being used by Licensee, provides minorfunctionality enhancements but does not change overall utility, functionalcapability, or application.
Error shall mean any verifiable and reproducible failure orinability of the Software to perform any material functions set forth in theDocumentation due to any defect in the Software when used by the Licensee asspecified under this Agreement or the Documentation by the Licensor.
Licensee Data shall mean all data created by or in any wayoriginating with Licensee including the User’s details or personal informationor the reports/ results of the skills assessment test undertaken using theSoftware or and any analysis thereof or the questionnaire/skill test uploadedby Licensee on the Software (the “Licensee Questionnaire”), whether such dataor output is stored on Licensee’s hardware, Licensor’s hardware, or exists inany system owned, maintained, or otherwise controlled by Licensee or byLicensor.
SaaS shall mean Software as a Service
Subscription Service/s shall mean Software services whereinSoftware owned by Licensor will be made available to the Licensee as a servicevia internet under this Agreement.
Subsidiary shall meanTecknack Technologies Private Limited
Software shall mean the skills assessment software hosted by theLicensor on the Microsoft Azure which can be used for assessment of competencyin various job profiles which contains a test library and the questionnairesdeveloped by Licensor and licensed by the Licensor under these terms and theconditions described in the Purchase Plan.
User shall mean any limited number of individuals authorized bythe Licensee as specified in the Purchase Plan.
A. Grant of License: Duringthe License Term specified in this Agreement and subject to its compliance withthe terms of this Agreement, Licensor hereby grants Licensee and its affiliatesa fixed-term, non-exclusive, non-transferable, revocable, non-sub licensablelimited license to use the Subscription Service solely for the “Purpose”outlined in the Customer Proposal. The grant of License to use Software shallbe only restricted to permitted Users only.
B. Licensee: shall enter into an end user license agreement witheach User who obtains access to, or who uses the Subscription Service whichshall contain terms and conditions substantially similar to, and in any eventno less protective of Licensor and the Subscription Service than, the terms andconditions set forth in this Agreement and Licensee shall use efforts toenforce the end user license agreements.
E. Licensee agrees that it shall beresponsible for any development or maintenance of Licensee Data
As per the package purchased by theLicensee, Licensee shall use an “Account” with User ID and Password. Licenseeshall ensure that any registration information provided by any of itsauthorized individual, shall always be accurate, correct and complete. Licenseeshall be responsible for maintaining the confidentiality of the Account andpassword and it shall be responsible for all activities that occur under anyAccount. Licensor reserves the right to refuse registration or cancel Accountswhich the Licensor deems inappropriate.
evaluate may update the content of theSubscription Service from time to time, in such case Licensee may download suchrevisions, upgrades, or updates to the Software relevant to the SubscriptionService package which the customer has opted when and as evaluate publishes themvia its website or communicates to the Customer. evaluate agrees that the termsof this Agreement (or any subsequent version hereof) shall apply to any updatedversion of the Software or the Documentation.
Customer shall indemnify, defend andhold harmless the Licensor against any all costs, losses, liabilities, claims,proceedings or damages arising out of or in connection with any claim relatingto i) IPR violation ii) use of the Software/ Subscription Service other than aspermitted under this Agreement, or iii) negligence or misconduct of theLicensee or the User or iv) Licensee Data
Each party agrees that it will not,nor will it cause or permit its affiliates to, during the term of thisAgreement and for a period of one year after the termination or expiration ofthis Agreement, directly or indirectly, solicit the services of (for employment,consulting or otherwise), accept the services of, or employ or engage anyperson who is now employed by the other party or any of its affiliates and withwhom the party has had contact as part of its business relationship with theother party.
This Agreement will in all events beconstrued as a whole, according to its fair meaning, and not strictly for oragainst a party merely because that party (or the party’s legal representative)drafted the Agreement. The headings, titles, and captions contained in thisAgreement are merely for reference and do not define, limit, extend, ordescribe the scope of this Agreement or any provision herein. Unless thecontext requires otherwise, (a) the gender (or lack of gender) of all wordsused in this Agreement includes the masculine, feminine, and neutral, and (b)the word “including” means “including, without limitation”.
Neither party will be in default orliable for any delay or failure to comply with this Agreement (other than anypayment of money) due to any act beyond the control of the affected party,including but not limited to, acts of God, fire, storm, flood, earthquake,explosion, accident, acts of the public enemy, war, rebellion, insurrection,sabotage, epidemic, quarantine restriction, labour dispute, labour shortage,power shortage, [including without limitation where Licensor ceases to beentitled to access the Internet for whatever reason, server crashes, deletion,corruption, loss or removal of data], transportation embargo, failure or delayin transportation, any act or omission (including laws, regulations,disapprovals or failures to approve) of any government or government agency,provided such party immediately notifies the other.
Any notice required or permitted tobe given under this Agreement shall be in writing, by hand delivery, commercialcourier or registered to the addresses of the parties or in the case of email,sent to the email address nominated in writing by the parties in the purchaseorder or any e-mail communication between the parties. Any change to theabovementioned address shall be informed within 30 days of such change.
This Agreement constitutes the entireagreement between the parties and supersedes any prior understanding orrepresentation of any kind preceding the date of this Agreement, and may not beamended, supplemented, varied or otherwise changed except in writing. There areno other promises, conditions, understandings or other agreements, whether oralor written, relating to the subject matter of this Agreement. Each partyacknowledges that, in entering into this Agreement, it has not relied on, andshall have no right or remedy in respect of, any statement, representation,assurance or warranty other than as expressly set out in this Agreement. ThisAgreement may be modified in writing specifically referencing this Agreementand any such modifications must be signed by both the parties. Standard termsand conditions of a purchase order or an invoice or any similar documentwhether hosted on party’s website or otherwise shall be ineffective.
If any provision of this Agreement isdetermined to be invalid, illegal or unenforceable in any respect, includingbecause of the duration thereof, the area covered thereby, or the types ofactivities restricted thereby, by a court of competent jurisdiction (i) thevalidity, legality or enforceability of the remaining provisions containedherein shall not in any way be affected or impaired thereby, and (ii) the courtof competent jurisdiction making such determination shall have the power toreduce the duration and/or area of such provisions or types of activitiesrestricted and/or to delete specific words or phrases and in its reduced formsuch provision shall then be enforceable. The parties may acting in good faithadopt any and all actions required to cause such invalid, illegal andunenforceable provision to be valid and enforceable, or, alternatively, toreach an agreement in relation to said null provision whereby each of the partyreceives, as far as possible, substantially the same benefits and obligationsbased on valid provisions, provided that the Agreement is not enforced in aform that materially affects the commercial agreement between the parties.
The Licensee may not assign thisAgreement without the prior written consent of the Licensor. Licensor mayassign this Agreement in conjunction with the sale of substantial assets,divestiture, merger or amalgamation, or to its affiliate, and may delegate orsubcontract its duties. Any unauthorized assignment of this Agreement is void.
Failure to exercise, or any delay inexercising, any right or remedy provided under this Agreement shall notconstitute a waiver of that or any other right or remedy, nor shall it precludeor restrict any further exercise of that or any other right or remedy. Nosingle or partial exercise of any right or remedy provided under this agreementor by law shall preclude or restrict the further exercise of that or any otherright or remedy.
Failure to exercise, or any delay inexercising, any right or remedy provided under this Agreement shall notconstitute a waiver of that or any other right or remedy, nor shall it precludeor restrict any further exercise of that or any other right or remedy. Nosingle or partial exercise of any right or remedy provided under this agreementor by law shall preclude or restrict the further exercise of that or any otherright or remedy.
Sections 2c (Restrictions), 5 (CustomerResponsibilities), 5 (Warranties) 7 (intellectual Property) through 11(Non-solicitation) and Clause 22 (Governing Laws) of thisAgreement shall survive the expiration or termination of this Agreement for anyreason
If the licensee is situated outsideIndia, then this Agreement shall be construed and governed by the laws ofDelaware, USA, and the parties consent to the jurisdiction of the competentcourts in the Delaware, USA with respect to any matters arising under or withregard to this Agreement.
If the licensee is situated in India,then this Agreement shall be construed and governed by the laws of India, andthe parties consent to the jurisdiction of the competent courts in the Punewith respect to any matters arising under or with regard to this Agreement.
The parties agree to negotiate ingood faith to resolve any dispute between them regarding this Agreement. If thenegotiations do not resolve the dispute to the reasonable satisfaction ofparties, then each party’s CEO or their designee (“Representatives”) shall,within thirty (30) days of a written request by either party to call such ameeting, meet either in person or through any other media and alone (except forone assistant for each party) and shall attempt in good faith to resolve thedispute.
If the licensee is situated in India,then this Agreement shall be construed and governed by the laws of India, andthe parties consent to the jurisdiction of the competent courts in the Punewith respect to any matters arising under or with regard to this Agreement.
