IMPORTANT: This End-User License Subscription Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "YOU" or "YOUR") and HelloCODER LLP (referred to in this EULA as "SyncQ").
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SOFTWARE, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
"Account" refers to the billing account for the Service.
"Agreement" means this Master Subscription Agreement.
"Documentation" means Our online user guides, documentation, and help and training materials, as updated from time to time.
"Third Party" means any third party (i) to which You provide access to Your Account or (i) for which You use the Service to collect information on the third partyÃ¢â‚¬â„¢s behalf.
"Your Data" means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services.
The words "include" and "including" mean "including but not limited to"
If You register for a free trial, We will make one or more application available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.
READ IT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS EULA. ALL INTELLECTUAL PROPERTY RIGHTS IN THE SyncQ SOFTWARE TOGETHER WITH ANY ACCOMPANYING DOCUMENTATION AND MATERIAL BELONG TO SyncQ AND/OR ITS LICENSORS. THE SOFTWARE IS LICENSED (NOT SOLD). By installing, copying, accessing or otherwise using the Software, YOU agree to be bound by the terms of this EULA. If YOU do not agree to the terms of this EULA, SyncQ is unwilling to license the Software to YOU.
1. SyncQ Software and Grant of Subscription License in consideration of YOUR agreement to the terms and conditions contained in this EULA, SyncQ grants to YOU a limited, non-exclusive, non-transferable license to use the Software, in object code form only, for YOUR own benefit. For purposes hereof, "Software" means the SyncQ software application program with which this Software License Agreement is included together with any associated documentation and any other relevant operational literature contained within the SyncQ Software and any updates to these received by YOU. The number of copies of each of the SyncQ Software that YOU are licensed to use is listed in the official Purchase Order or other documentation used to procure the SyncQ Software.
You may install and use the Software in your HubSpot account, provided YOU have license for each user who intend to use the application under HubSpot user license id. The license granted here under is personal to YOU, and may not be assigned, sold or transferred in any way without the prior written consent of SyncQ.
(a) For purposes of illustration only and without limitation, under the terms of this Agreement, you may not permit others to
(i) Transfer the license for the SyncQ Software or seek to sublicense or assign the license or YOUR rights under it.
(ii) Alter, adapt, merge, modify or translate the Software or other component elements of the Software in any way, or for any purpose, other than with the prior written consent of SyncQ;
(iii) Reverse engineer, disassemble or de-compile the Software or otherwise attempt to obtain the source code for the Software; or
(iv) Adapt, alter, created derivative works based on, modify, or translate the Software, in whole or in part;
(v) Remove, change or obscure any identification marks or notices of proprietary rights and restrictions on or in the Software and any other component elements of the Software;
(vi) Electronically transfer the Software in whole or in part from its computer server, or any other computer or device, to any third party, or enable any timesharing or service bureau use of the Software to any third party.
The Software is proprietary to SyncQ and/or its licensors. All rights, title and interest in and to the Software and all copyright, trade secret rights, patents, trademarks and any other intellectual property or proprietary rights in and to the Software, and all copies of the Software regardless of the form or media on which it exists, shall at all times, remain the exclusive property of SyncQ and/or its licensors. All rights not expressly granted under this Agreement are reserved by SyncQ.
YOU agree that in the event of actual or threatened breach of this Section by YOU, SyncQ will have no adequate remedy at law and will be entitled to immediate and injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
This EULA and the licenses granted hereunder may be terminated by SyncQ, without refund, if YOU fail to make full payment of any amount due to SyncQ in accordance with this or any other agreement with SyncQ or otherwise 15 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card). Notwithstanding the foregoing, YOUR rights to use the Software will terminate automatically if YOU fail to comply with any terms of this EULA. This EULA will also terminate without further action or notice by SyncQ if YOU become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with YOUR creditors, have an administrator, administrative receiver or other receiver appointed, or if YOU suffer or file any similar action in consequence of debt.
SyncQ does not warrant or guarantee that YOU will have uninterrupted or error free service or error free operation from the Software. SyncQ also does not warrant or guarantee data security and leakage or corruption or any data error. SyncQ' entire liability and YOUR exclusive remedy for any breach of the foregoing warranty will be, at SyncQ' option either
(a) to repair or update the Software or
(b) to refund the price paid to SyncQ for the Software and terminate this EULA.
4. Exclusion of Other Warranties
No employee, agent, representative or affiliate of SyncQ has authority to bind SyncQ to any oral representations or warranty concerning the Software application. Any written representation or warranty not expressly contained in this EULA will not be enforceable. The disclaimers and limitations on liability set forth above are fundamental elements of the basis of the agreement between SyncQ and YOU. YOU expressly acknowledge and agree that SyncQ would not be able to provide the Software on an economic basis without such limitations. Such disclaimers and limitations on liability shall inure to the benefit of SyncQ' licensors, if any.
SyncQ MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE OR ANY UPDATES OR UPGRADES THERETO, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THIS EULA, INCLUDING MAINTENANCE AND SUPPORT. SyncQ EXPRESSLY AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, WORKMANLIKE EFFORT, COURSE OF DEALING AND TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. SyncQ DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SyncQ SHALL NOT BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY OF THE FOLLOWING, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE:
(A) ANY LOSS OF BUSINESS;
(B) LOSS OF REPUTATION;
(C) LOSS OF PROFITS OR GOODWILL;
(D) LOSS OF USE;
(E) LOSS OR DAMAGE TO OR CORRUPTION OF DATA;
(F) THE UNAUTHORIZED DISCLOSURE OF SENSITIVE, VALUABLE, OR CONFIDENTIAL INFORMATION;
(G) LOSS ATTRIBUTABLE TO YOUR FAILURE TO MAKE AND RETAIN REASONABLE BACK-UPS OF YOUR DATA;
(H) INTERRUPTION OF BUSINESS;
(I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND
(J) ANY COSTS OF PROCURING SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS.
You hereby acknowledge that the allocation of risk in this Agreement reflects the price paid for the SyncQ Software. If any exclusion, disclaimer or other provision contained in this EULA is held to be invalid for any reason by a court of competent jurisdiction and SyncQ becomes liable thereby for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the amount actually paid by YOU for the Software.
YOU shall indemnify and hold SyncQ harmless from and against any costs, losses, liabilities and expenses (including reasonable attorneys fees) arising out of third party claims related to YOUR use of the Software or violation of this Agreement.
7. Compliance With Law
You acknowledge and agree that the Software and any other technical data provided hereunder are subject to restrictions and controls imposed by the local government. You agree and certify that neither the Software nor any technical data provided hereunder is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country or will be used for any purpose prohibited by the same. You further agree to comply with all laws and regulations of all jurisdictions in your use of the Software.
8. Fees and Service.
Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys fees) incurred by Us will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with Your account.
Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
Invoicing and Payment. You will subscribe to recurring payment via PayPal provide, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against us based on Our income, property and employees.
9. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
10. Portability and Deletion of Your Data. SyncQ donot access and store any user data. At any time before the termination of the agreement, you may export your data out of HubSpot. We do not directly provide the means of this data; You must use HubSpot export tools. If there is information which cannot be exported out of HubSpot or QuickBooks, We are unable to provide it to you.
(a) Any reseller, distributor or dealer (including any SyncQ approved dealer) from whom YOU may have purchased the Software is expressly not appointed or authorized by SyncQ as its agent. No such person has any authority, either express or implied, to enter into any contract or provide any representation, warranty or guarantee with or to YOU on behalf of SyncQ or otherwise to bind SyncQ in any way whatsoever. SyncQ will not be responsible for any modifications or additions made to the Software by such any third party including without limitation, any reseller, distributor or dealer.
(b) Failure by SyncQ to enforce any particular term of this EULA shall not be construed as a waiver of any of its rights under it.
(c) If any part of this EULA is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, then YOU and SyncQ agree that the validity of the remainder of terms will not be affected.
(d) The validity, interpretation, construction and performance of this EULA shall be governed by the laws of the Union Territory of Delhi, Republic of India without giving effect to the principles of conflict of laws. Any action under this EULA or any provision hereof shall be commenced solely in the state Union Territory of Delhi . YOU agree that YOU will not contest venue and YOU waive any rights that YOU may have to initiate, transfer, or change the venue of any litigation arising from or related to this EULA.
(e) No variation, amendment of or addition to this EULA shall be effective without SyncQ prior written consent.
12. Entire Agreement
This EULA and any addendum or amendment to this EULA are the entire agreement between YOU and SyncQ with respect to the Software and supersede all previous communications, representations, understandings and agreements, either oral or written, with respect to the Software or other subject matter covered by this EULA.
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