Wonderbi Analytics, Get A Right Perspective ON YOUR BUSINESS WHEREVER YOU GO
END USER AGREEMENT
WONDERBI ANALYTICS PVT. LTD. END USER LICENSE AGREEMENT (“EULA”) (RELEASE FEBRUARY 2017) BY CHECKING THE ACCEPTANCE BOX OR INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON WONDERBI’S WEBSITE AT WWW.WONDERBI.COM (AS MAY BE RELOCATED BY WONDERBI FROM TIME TO TIME). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND WONDERBI ANALYTICS PVT. LTD OR THE APPLICABLE WONDERBI AFFILIATE (“WONDERBI”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT INSTALL THE SOFTWARE. IF YOU WISH TO USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO. YOU AGREE THAT YOUR USE IS SUBJECT TO ANY TERMS OF SERVICE OR PRIVACY POLICIES POSTED THEREON.
This End User License Agreement (“Agreement”) is between WonderBi and the customer (individual or entity) that has downloaded or otherwise procured the licensed Software (as defined below) for use as an end user (“you”). This Agreement is a binding agreement between developer of “WonderBi” Software and Service, WonderBi Analytics Pvt. Ltd., Head Quartered at Thane (India) company or its resellers (“Us” or “Our” or “WonderBi” or “WonderBi Analytics Pvt. Ltd.” or “WonderBi Analytics”) and You and, if applicable, the company or other legal entity you represent (herein after referred as “You or Yours” or “user” or “subscriber”). Your use of WonderBi software and Service is conditioned upon your compliance and acceptance of these terms. This Agreement is intended to cover permissible use of all Software, Support, Maintenance Services, Professional Services provided by WoderBi to you, and other relevant terms & conditions.
The WonderBi software Program and the associated WonderBi service currently supports mobile devices offered by Apple Inc.(iPod, iPhone and iPad), and selected Android based mobile devices. In the future, WonderBi will support additional devices based on demand. The WonderBi program is licensed to you to run on your mobile device and any other hand held devices or desktop as updated time to time. Upon signing up with the WonderBi service, you can view your own reports and view charts from your reports in various formats from anywhere, anytime on your mobile device or any other devices as may be specified. You will need Internet access on your mobile device to be able to use the WonderBi service. The WonderBi service also provides you tools to analyze your reports from the devices and support you to make business decisions while on the go.
“Receiving Party”: Party Receiving information pursuant to this Agreement.“Disclosing Party”: Party Disclosing information pursuant to this Agreement. “Confidential Information” , as used herein, shall mean all business strategies, plans and procedures, proprietary information, reports, data and other confidential information and materials of the Disclosing Party, its affiliates, their respective clients or suppliers, or other persons or entities with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed for the Disclosing Party as a result of this Agreement In addition to this also refer Section 14 Confidential Information. “Effective Date”: Is the date from when statuary obligation under this agreement gets agreed upon and signed by both parties. “Software or Software Services or Services”: The Services covered by this Agreement include the services made available by WonderBi for free or/and for some fees. The free or/ and paid services together under this Agreement. It also means the proprietary WonderBi software product(s) provided in connection with this Agreement in object code form (or as otherwise specified in any related Ordering Document). “Software or Software Services or Services” shall also include any Support and Maintenance Services releases provided to you under this Agreement. Unless otherwise noted, the Software and Documentation are referred to collectively herein as “Software or Software Services or Services”. In order to use the Software under this Agreement, you must activate your copy of the Software with the valid license key or activation code or userid & password access provided to you (“Product Key”) at the time of purchase and/or submit a uniquely identifiable user registration when prompted, in accordance with the scope of use and other terms specified for each type of Software, the Documentation, and as set forth. “Device”: A device is an output device for presentation of information for visual, tactile or audio reception, acquired, stored, or transmitted in various forms. “Your Content”:“Your Content”: The information You share with WonderBi to transmit the same to particular Device in particular format. “Affiliate”: means each legal entity that is directly or indirectly controlled by you on or after the Effective Date and for so long as such entity remains directly or indirectly controlled by you (where “controlled” means the ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities of a corporation or limited liability company, or the ownership of any general partnership interest in any general or limited partnership). “Documentation”: means any supporting product help and technical specifications documentation provided by WonderBi with the Software to you. “Ordering Document”: means any order on a WonderBi’s order form which references this Agreement. Each Ordering Document which references this Agreement shall be deemed a part of this Agreement “Authorized User”: means those uniquely identified individuals for whom the applicable license fees have been paid, as stated on the Ordering Document, who are authorized by you to install and/or use the functionality in the Software for any purpose regardless of whether those individuals are actively using the programs at any given time. Licenses granted on an Authorized User basis may be reassigned between uniquely identified individuals over time, but may not be reassigned so frequently as to enable the sharing of a single license between multiple Authorized Users. “Contractor”: means those independent third parties who perform services related to this Agreement for you.
The service will include mechanism and software supplied by WonderBi Analytics Pvt. Ltd. to you to transmit your reports to WonderBi server, located at WonderBi host center or located in your company, in a secured manner, temporary storage of your reports on the WonderBi server, mechanism to transmit reports from WonderBi server to your mobile and/or other devices and local native software on your mobile and/or other devices to view your reports instantly, graphically and analyze them on the mobile and/or other devices.
4. Fees & Payments:
The fees will be based on products and services taken from WonderBi. It will be charged as per subscription model chosen or agreed upon between us. You shall pay all fees associated with the Software licensed and any services purchased hereunder as set forth in the applicable Ordering Document. All payments shall be made in the currency noted on the applicable Ordering Document within thirty (30) days of the applicable invoice or as may be explicitly agreed in writing. Except as expressly set forth herein, all fees are non-refundable once paid. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, WonderBi will invoice you for all applicable taxes including, but not limited to VAT, GST, sales tax, consumption tax and service tax. If any withholding tax is required by applicable law to be paid by you in relation to payments due to WonderBi hereunder, you will provide WonderBi with official receipts and/or certificates from the appropriate taxing authorities to establish that any applicable taxes have been paid.
5. Term and Termination:
5.1 Agreement Effective Date: This Agreement shall be effective and you may begin use of the Services once You agree to the terms and conditions of this Agreement by clicking the Register button to complete the registration process for the WonderBi account or by checking the acceptance box or by installing or by using all or any portion of the WonderBi software and services. The Agreement shall continue to remain in force until terminated by You or by WonderBi in accordance with this section.
Termination for Convenience: Either party may terminate this Agreement for convenience with a 60 days’ notice prior to the end of the contract period.
Termination for Material breach:You or WonderBi may terminate this Agreement with immediate effect in the event of material breach of any of the terms in this Agreement after giving a 60 days’ notice to the other party and giving the other party a chance to resolve the material breach during that time. WonderBi reserves the right to terminate your service immediately in case of a cause or a suspicion of a cause that it may find at its discretion.
5.2 Termination for Convenience: Either party may terminate this Agreement for convenience with a 60 days’ notice prior to the end of the contract period.
5.3 Termination for Material breach: You or WonderBi may terminate this Agreement with immediate effect in the event of material breach of any of the terms in this Agreement after giving a 60 days’ notice to the other party and giving the other party a chance to resolve the material breach during that time. WonderBi reserves the right to terminate your service immediately in case of a cause or a suspicion of a cause that it may find at its discretion.
6. Grant of License:
Subject to acceptance of all the terms, conditions and limitations set in this Agreement, WonderBi grants you a limited, worldwide, nontransferable, non-sub-licensable (except as may be agreed case to case basis), non-exclusive license, to use the WonderBi Software & Services for the purpose of your internal use that You and/or Your company have licensed. You are not permitted to use the Services for any purpose other than as expressly permitted under this Agreement. WonderBi reserves the right to conduct audits to ensure that You and/or Your use of the software and service are in compliance with this Agreement.
7. Ownership and restriction:
7.1 License Restrictions: You shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or Third Party Code or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software or Third Party Code by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, or as permitted by an applicable Software license); (b) distribute, sell, sublicense, rent, lease or use the Software, Third Party Code or Sample Code (or any portion thereof), if applicable for time sharing, hosting, service provider or like purposes, except as expressly permitted under section 8 Use of Services, of this Agreement; (c) remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in the Software, Third Party Code or Sample Code; (d) except as permitted in Section 8, modify any part of the Software, Third Party Code or Sample Code (if applicable), create a derivative work of any part of the Software, Third Party Code, or Sample Code, or incorporate the Software, Third Party Code or Sample Code into or with other software, use of any of wonderBi Name and/or Logo except to the extent expressly authorized in writing by WonderBi or as permitted by an applicable Software license; (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software; (f) utilize any equipment, device, software, or other means designed to circumvent or remove any form of Product Key, any other access control mechanism or copy protection methods used by WonderBi in connection with the Software, or use the Software together with any authorization code, Product Key, serial number, any other access control method or other copy protection device not supplied by WonderBi or through an Authorized Partner; (g) use Software to develop a product which is competitive with any WonderBi product offerings; (h) use unauthorized access methods – product keys, user id & passwords etc or distribute or publish access method (product keys, user id & passwords etc ) except as may be expressly permitted by WonderBi in writing; (i) as applicable to Desktop or User-Based Server, enable access to the Software for a greater number of Authorized Users than the sum quantity of licenses purchased on the applicable Ordering Document(s); or (j) as applicable to Desktop or User-Based Server, reassign license rights between Authorized Users so frequently as to enable a single license to be shared between Authorized Users.
7.2 Ownership: Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, wonderBi and its licensors have and will reserves and retain all rights, title, ownership and interest (including, without limitation, all copyright, trademark, trade secret, patent and other intellectual property rights) in and to the Software, Sample Code, Third Party Code (if applicable), and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the Software, Sample Code, Third Party Code (if applicable) and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.
8. Use of Services:
8.1: You represent and warrant that You will not use the Services, Our Property and Your content: in a manner that infringes, violate or misappropriates any of Our rights or rights of any third party; or to engage in spamming or other impermissible advertising, marketing or other activities including without limitation activities that violate anti spamming laws and regulation; or in any manner that constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including without limitation, software, algorithms or other data that is subject to export laws; and/or in a way that is otherwise illegal or promotes illegal activities, including without limitation, In a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity or discriminatory based on race, sex, religion, nationality, disability sexual orientation or age. You agree to update your mobiles and your servers with the latest update of WonderBi software as soon as it becomes available.
8.2: Use of licenses: If you purchased a license to Server Software, your license will be subject to either User-Based restrictions OR Core Based (if Applicable) as identified on the applicable Ordering Document.
8.2.1: User-Based Server License: If your Server Software license is designated as User-Based, the total count of Authorized Users enabled to use such Server Software across all Production and Non-Production Environments must not exceed the number of licenses purchased on the applicable Ordering Document(s). For the avoidance of doubt, “User-Based” Server Licenses are also referred to in the Ordering Document or Documentation as “Web Client” Server Licenses.
8.3: Evaluation Version (“Evaluation Version”): If you ordered a license to an Evaluation Version, you may install and use one copy of Evaluation Version Software solely for the purpose of evaluating the Software to determine whether to purchase a non-Evaluation Version copy of the Software. You may not use the Evaluation Version for any other purposes, including but not limited to competitive analysis, commercial, professional, or for-profit purposes. For clarification, licenses provided under WonderBi’s Evaluation Versions, You may only use the Evaluation Version for thirty (30) days from the date you activate and/or register via the Product Key or otherwise, unless otherwise specified by WonderBi in the Documentation or separately in writing by WonderBi (“Evaluation Period”). Unless you pay the applicable license fee for the Software (and WonderBi issues you an access in exchange), the Evaluation Version Software may become inoperable and, in any event, your right to use the Evaluation Version Software automatically expires at the end of the Evaluation Period. Notwithstanding any other provision of this Agreement, the Evaluation Version Software is provided “AS IS” without warranty of any kind, express or implied. WonderBi may terminate your license to the Evaluation Version Software upon written notice at any time for any reason and without liability of any kind.
IF YOU SUBSEQUENTLY LICENSE A NON-EVALUATION VERSION OF THE SOFTWARE, YOUR LICENSE TO THE EVALUATION VERSION SOFTWARE SHALL IMMEDIATELY TERMINATE AND YOU EXPRESSLY AGREE THAT, UNLESS YOU HAVE A SEPARATE SIGNED LICENSE AGREEMENT GOVERNING YOUR USE OF THE SOFTWARE, THIS AGREEMENT, AND THE TERMS AND CONDITIONS HEREIN, SHALL GOVERN YOUR USE OF SUCH NON-EVALUATION VERSION
9. Applications and contents:
You represent and warrant that : You are solely responsible for the development, operation and maintenance of Your contents, including without limitation, the accuracy, security, appropriateness and completeness of Your contents and all product related materials and descriptions; and that You have necessary rights and licenses, consents, permissions, waiver and release to use and display your content; and that neither You nor Your content violates misappropriates or infringes any of Our or third party rights; or constitutes defamation, invasion of privacy or publicity or otherwise violates any rights of any third party, and is designed for use of illegal activity or promotes illegal activities harmful to any person or entity or discriminatory in nature; and that Neither You nor any of Your Content contain any harmful component ; and You will conduct your business in a manner that works favorably on the goodwill and reputation of WonderBi.
10. Limited Warranty, Exclusive Remedy and Disclaimer
10.1 Limited Warranty:WonderBi warrants to you that for a period of thirty (30) days or as may be specified in the ordering documents - from Delivery (the “Warranty Period”) the Software & Services shall operate in substantial conformity with the Documentation. WonderBi does not warrant that your use of the Software will be uninterrupted or error-free or that any security mechanisms implemented by the Software & Services will not have inherent limitations or there is no risk to the data stored in terms of damages or loss. WonderBi’s sole liability (and your exclusive remedy) for any breach of this warranty shall be, in WonderBi assures best efforts however on its own sole discretion, to use commercially reasonable efforts to provide you with an error correction or work-around which corrects the reported nonconformity, or if WonderBi determines such remedies to be impracticable within a reasonable period of time, then to REFUND the license fee paid for the applicable software and services for the period on pro rata basis since the reporting of the breach of the warranty. WonderBi shall have no obligation with respect to a warranty claim unless notified of such claim within the Warranty Period. For the avoidance of doubt, this warranty applies only to the initial Delivery of Software and services under an Ordering Document and does not renew or reset, for example, with the delivery of (a) Software updates or maintenance releases or (b) Product Keys / New user licenses.
10.2 Limited Liabilities:
In no event shall WonderBi be liable for any indirect, special, punitive or consequential damages or damages for loss of business, profits, revenue, data incurred by or any third party in connection with this Agreement, whether in an action in contract or tort, even if You have been advised of the possibility of such damages. Our entire liability for damages hereunder shall in no event exceed the one-month subscription fees paid by You to WonderBi hereunder for the Services.
The above warranty shall not apply: (i) if the Software is used with hardware or software not authorized/ recommended in the Documentation; (ii) if any modifications are made to the Software by you or any third party; (iii) to defects in the Software due to accident, abuse or improper use by you; (iv) to any Evaluation Version or other Software provided on a no charge or for evaluation basis;
10.4 Disclaimer of Warranties:
This section 10 is a limited warranty and, except as expressly set forth in this section 10, the software, including without limitation the third-party code (if applicable), and all services are provided “as is”. Neither WonderBi nor its licensors makes any other warranties, conditions or undertakings, express or implied, statutory or otherwise, including but not limited to warranties of title, merchantability, and fitness for a particular purpose or non-infringement. You may have other statutory rights.However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the limited warranty period.
11. Limitation of remedies, Indemnification and damages:
11.1: BUT FOR: (1) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (2) EITHER PARTY’S BREACH OF SECTION 14 (CONFIDENTIAL INFORMATION), (3) YOUR BREACH OF SECTION 8 (USE OF SERVICES), SECTION 7.1 (LICENSE RESTRICTIONS) OR SECTION 12 (EXPORT COMPLIANCE), AS MAY BE APPLICABLE, OR (4) DAMAGES ARISING OUT OF CLIENT SUBLICENSEE’S USE OF THE SOFTWARE, NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR COSTS OF COVER), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
11.2: BUT FOR: (1) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (2) EITHER PARTY’S BREACH OF SECTION 14 (CONFIDENTIAL INFORMATION), (3) YOUR BREACH OF SECTION 8 (USE OF SERVICES), SECTION 7.1 (LICENSE RESTRICTIONS) OR SECTION 12 (EXPORT COMPLIANCE), AS MAY BE APPLICABLE OR (4) DAMAGES ARISING OUT OF CLIENT SUBLICENSEE’S USE OF THE SOFTWARE, EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR OWED BY YOU FOR THE SOFTWARE OR SERVICE DIRECTLY CAUSING THE DAMAGES.
11.4 Your Indemnification: You agree to defend, indemnify and hold WonderBi and its subsidiaries, affiliates, directors, officers, agents, and employees harmless for any loss, damages or costs, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand resulting from Your use of the Services in a manner not authorized by this Agreement and/or in violation of the applicable restrictions and/or laws; or Your applications, Your contents or the combination of either with rights and/or the use, development, design, manufacturing, production, advertising , promotion and/or marketing of Your content; or Your violation of any terms or condition of this Agreement or any applicable policies; or You or Your employees or personnel’s negligence or willful misconduct.
11.5. Notifications: WonderBi agree to promptly notify You of any claim subject to indemnification; provided that WonderBi failure to promptly notify You shall not affect Your obligation hereunder except to the extent that WonderBi failure to promptly notify You delays or prejudice Your ability to defend the claim., You will have the obligation to defend against any such claims with the counsel of Your own choosing and to settle such claims as You deem appropriate.
12. Export Compliance:
You shall in connection with Your use of the Service or the WonderBi properties, comply with all applicable Export Compliance and re-export control laws and regulations, including Export Administration Regulation, the International Traffic in Arms Regulation and country specific economic sanctions programs implemented by the office of Foreign Assets Control in connection with your use of the Services.
13. Downtime, Service Suspension and Security:
13.1: In addition to WonderBi right to terminate as described in section 5, You acknowledge that; Your access to and use of the Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the services for any reasons, including as a result of power outages, system failure or any other interruptions which are beyond WonderBi’s direct control and WonderBi shall also be entitled to, without any liability to You, to suspend access to any portion or all of the Service any time for;
- scheduled downtime for maintenance or make modifications to any services;
- In the event WonderBi determines that any Service is prohibited by law or it is prudent to do so for legal regulatory reasons or;
- In the event of denial or Service attack or other attack on the Service or other event that WonderBi determines, in its sole discretion, may create a risk to the applicable Service, to You or to any of the WonderBi other customer if the Service were not suspended.
WonderBi will have no liability whatsoever for any damage, losses (including lost profits, revenue, data, business) or any other consequences that You may incur as a result of any service Suspension. To the extent possible WonderBi will endeavor to provide you email notice of any Service Suspension and may post an update to that factor on the WonderBi website, but shall have no liability for the manner in which WonderBi may do so or if fails to do so.
13. 2 Security: WonderBi strives to keep Your Contents secure and will make reasonable efforts to maintain secured content. However WonderBi Liability is governed by Section 10 Limited Warranty, Exclusive Remedy and Disclaimer of this agreement.
14. Confidential Information:
Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, pricing, documentation or technical information provided by WonderBi and/or its subsidiaries, affiliates, directors, officers, agents, and employees, performance information relating to the Software, and the terms of this Agreement shall be deemed Confidential Information of WonderBi without any marking or further designation. Each party (in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other party (in such capacity, the “Disclosing Party”) hereunder. The Receiving Party shall not disclose, or disseminate the Disclosing Party’s Confidential Information to any person except as expressly authorized herein, to those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or its affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement.
In addition, the Receiving Party
- shall not use the Disclosing Party’s Confidential Information, or authorize other persons or entities to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder.
- shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and
- As used herein, “reasonable steps” means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care.
The provisions of this Section respecting Confidential Information shall not apply to the extent, but only to the extent, that such Confidential Information that:
- was rightfully in its possession or previously known to the receiving party prior to receipt or disclosure of the Confidential Information, or;
- independently developed by the receiving party without reference to Confidential Information of the disclosing party or;
- rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation or;
- already in or subsequently has become public domain (other than as a result of a breach of this Agreement), or;
- required to be disclosed by the receiving party pursuant to law, regulation, court order or other legal process. (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
The provisions of this Agreement necessary to interpret the respective rights and obligations of the parties hereunder, shall so survive the termination of this Agreement. In addition, You shall remain obligated to pay WonderBi any amounts due hereunder for Services up to the date of termination of this Agreement. Sections 7.1 (License Restrictions), 7.2 (Ownership), 4 (Fees & Payment), 6 (Term of Agreement), 10.4 (Disclaimer of Warranties), 11 (Limitation of remedies, Indemnification and damages), 12 (Export Compliance), 14 (Confidential Information) and 18 (General) shall survive any termination or expiration of this Agreement.
16. Independent Contractors and No Agency:
The parties to this Agreement are independent contractors. WonderBi and You are acting solely as an independent contractor and nothing herein should be construed as partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
17. Sections and Headings:
The section and subsection headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof
18. 1 Amendments or Waiver: No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure or delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by either party to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. A waiver by either party hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. Unless stated otherwise, all remedies provided for in this Agreement are without prejudice to other remedies available to WonderBi at law, in equity, or otherwise. No provision of any purchase order or other business form, including any electronic invoicing portals and vendor registration processes, employed by you will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
18.2 Entire Agreement: This Agreement as updated from time to time hereunder constitutes the entire agreement between the parties. Each party acknowledges that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications explicit or implied relating to the subject matter of this Agreement. To the extent permitted by applicable Law, either party is not liable to other party in contract or tort or in any other way for a representation or warranty that is not set out in this Agreement.
18.3 Notices: Under this Agreement if one party is required to give notice to the other, such notice shall be deemed given as follows (or as subsequently noticed to the other party): Such notice or report shall be sent to the address you provided upon placing your order. Notices and reports shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered mail (return receipt requested); (iii) one day after it is sent if by next day delivery by a major commercial delivery service. or (iv) one day after sending by electronic mail (email) on the email id informed in registration form/ordering document with delivery receipt
Name & Title: Legal Department
Email id : email@example.com
To You: Your company’s address or your email address in the registration form/ ordering document.
18.4 Assignment: This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. WonderBi may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of WonderBi’s assets or voting securities. You may not, without the prior written consent of WonderBi, assign or transfer this Agreement or any benefits, rights and obligation hereunder to the other party except that you may assign your rights and obligations under this Agreement, in whole but not in part, without wonderBi’s written consent in connection with any merger, consolidation, sale of all or substantially all of your assets, or any other similar transaction provided that: (i) the assignee is not a direct competitor of WonderBi; (ii) you provide prompt written notice of such assignment to WonderBi; (iii) the assignee is capable of fully performing your obligations under this Agreement; and (iv) the assignee agrees to be bound by the terms and conditions of this Agreement.. Any attempt to transfer or assign this Agreement without such written consent shall be in contravention of this Section and shall be null & void and of no force and effect.
18.5 Severability: If any term or provision of this Agreement shall be adjudged by a court of competent jurisdiction to be unenforceable or invalid, shall be limited to the minimum extent necessary so that the remaining terms and provisions of this Agreement shall be unimpaired and remain in effect.
18.6 Governing Law: Jurisdiction and Venue. Excluding conflict of laws rules, this Agreement shall be governed by and construed under the laws of India. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the courts of Mumbai, Maharashtra Nothing in this section shall restrict WonderBi’s right to bring an action (including for example a motion for injunctive relief) against you in the jurisdiction where your place of business is located.
18.7 Attorneys’ Fees and Costs The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
18.8 Force Majeure Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
18.9 Audit Rights: Upon WonderBi’s written request, you shall certify in a signed writing that your use of the Software & Services is in full compliance with the terms of this Agreement and provide a current list of Authorized Users for Desktop, Mobile-App and User-Based Server licenses etc as may be applicable. With reasonable prior notice, WonderBi may audit your use of the Software, software monitoring system and records, provided such audit is during regular business hours. If such inspections or audits disclose that you have installed, accessed or permitted access to the Software and Services in a manner that is not permitted under this Agreement, then WonderBi may terminate this Agreement pursuant to Section 5 and you are liable for the reasonable costs of the audit in addition to any other fees, damages and penalties WonderBi may be entitled to, under this Agreement and applicable law.
18.10 Authorized Partner: If you received the Software under an agreement (“Partner Agreement”) with WonderBi directly or an authorized WonderBi reseller, partner or OEM (“Authorized Partner”) then, notwithstanding anything to the contrary in this Agreement: (a) your use of the Software is subject to any additional terms in the Partner Agreement, including any limitations on use of the Software in conjunction with third-party applications, if applicable; and (b) you agree to pay the fees agreed in the Partner Agreement. If your warranty and support terms stated in your Partner Agreement are different than what is stated in Section 10, 11 or 13 herein, then WonderBi has no warranty or support obligations to you under this Agreement (although the disclaimers of warranties in Section 10 and 11.2 still apply to you). If your warranty and support terms passed on in your Partner Agreement are as stated herein, then Section 10, 11 and 13 shall apply to you as written. Notwithstanding anything in this Agreement to the contrary, (i) the Partner Agreement may not modify any of the remaining terms of this Agreement and (ii) If the partner Agreement is not signed directly with WonderBi then the Partner Agreement is between you and WonderBi’s Authorized Partner and is not binding on WonderBi. WonderBi may terminate this Agreement (including your right to use the Software) in the event WonderBi fails to receive agreed payment for your use of the Software or if you breach any term of this Agreement.
18.11 Third-Party Beneficiary: WonderBi, its affiliates and its licensors may be third party beneficiaries of this Agreement. No other third party, including without limitation your Client Sublicensees or Contractors under Section 8 is intended to be a beneficiary of this Agreement is entitled to enforce its terms directly.
18.12 Language: WonderBi, its affiliates and its licensors may be third party beneficiaries of this Agreement. No other third party, including without limitation your Client Sublicensees or Contractors under Section 8 is intended to be a beneficiary of this Agreement is entitled to enforce its terms directly.
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