End User License Agreement-US

End User License Agreement – US

License Agreement for

SANOVI™ ENTERPRISE SOFTWARE

Please read this Sanovi™ Enterprise Software License Agreement (“License”) carefully before clicking the “ACCEPT” button or downloading or using Sanovi™ Enterprise Software  (“Application/Software”) accompanying this License. By clicking the “ACCEPT” button or downloading or using the application, you are entering into and agreeing to be bound by the terms of this License including any subsequent changes.

For purposes of this license, “Sanovi” means Sanovi Technologies Private Limited or those of its subsidiaries or affiliates that own, have any interest in or have the right to license the application. “You” or “Your” means the person or entity that clicks the “Accept” button or downloads or uses the application, and its employees, directors, officers, representatives and agents.

If you do not agree to the terms of this license, do not click the “ACCEPT” button or download or use the application.

  1. The Application. The Application is Sanovi DRM software that is purchased by You for your business
  2. General. The Application is licensed, not sold, to You by Sanovi for use strictly in accordance with the terms and conditions of this License. The term “Application” refers to and consists of the following: (i) the software application accompanying this License, including, without limitation, any software code, scripts, interfaces, graphics, displays, text, documentation and other components; (ii) any updates, modifications or enhancements to the items listed in subsection (i); and (iii) any specific SANOVI website the Application directs You to via any browser located on Your device.
  3. Ownership and Restrictions: You shall not modify the Software or remove, delete or otherwise alter or obscure any trademarks or notices in the Software. You will not use the Software to access any service or equipment other than as prescribed by this License
  4. License Grant and Restrictions on Use.

4.1. License Grant. Subject to Your acceptance of and compliance with this License, Sanovi grants You a revocable, non-exclusive, non-transferable, limited right to install and use the Application on a single device owned and controlled by You (“Device”), and to access and use the Application on such Device strictly in accordance with the terms and conditions of this License. You can make copies of the documentation as reasonably needed to support its authorized use of the licensed software

4.2 Restrictions on Use. You agree to use the Application strictly in accordance with the terms of this License and You agree that You will not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application or underlying structures, ideas or algorithms of the Software; (b) copy, distribute, manufacture, localize, port  or otherwise modify, adaptation, improvement, enhancement, translation or derivative work from the Application;  (c) encumber, sublicense, transfer, rent, lease, time-share or use the Software in any application service provider (ASP), hosted, service bureau arrangement or otherwise for the benefit of any third party, (d) violate any applicable laws, rules or regulations in connection with Your access or use of the Application; (e) use the Software, or allow the transfer, transmission, export or re-export of all or any part of the Software (or any product thereof), in violation of any export control laws or regulations of any relevant jurisdiction or (f) permit any third party to engage in any of the foregoing proscribed acts. (g) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Sanovi or its affiliates, partners, suppliers or the licensors of the Application; (h) other than resale of the Sanovi service by a Sanovi authorized reseller, use the Application for any revenue generating endeavor, commercial enterprise; (i) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Sanovi; (j) use any proprietary information or interfaces of Sanovi or other intellectual property of Sanovi in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application; (k)You shall not (a) install, store or execute the Software on more processors than the number of licensed CPUs, or (k) use more copies of the Software than the number of licensed copies.  The Software may only be used in the platforms and in the environments specified in the Documentation.  “Documentation” means the user guide, help information and other documentation delivered by Sanovi in paper, digital or electronic form to You with the Software.

  1. Content. SANOVI is not responsible for any content that You transmit, store or record using the Software.
  2. Intellectual Property Rights.

6.1. Rights to Application. You acknowledge and agree that the Application and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith, along with the source and object code of the Application and the format, directories, queries, algorithms, structure and organization of the Application are the intellectual property and proprietary and confidential information of Sanovi and its affiliates, licensors and suppliers. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the Application by implication, estoppel or other legal theory, and all rights in and to the Application not expressly granted in this License are hereby reserved and retained by Sanovi.

6.2 Third Party Software. The Application may utilize or include third party software that is subject to open source and third party license terms (“Third Party Software”). The license terms associated with any Third Party Software requires that Sanovi acknowledge those third parties and the license terms. You acknowledge and agree that Your right to use such Third Party Software as part of the Application is subject to and is governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein (“Third Party Software Notices”), and including all posted changes to Third Party Software Notices. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses will control with regard to Your use of the relevant Third Party Software. In no event will the Application or components thereof be deemed to be “open source” or “publicly available” software. You agree that Your use of the Software is subject to the terms of all Third Party Software Notices.

6.3 SANOVI Trade Marks. You acknowledge and agree that the following company names and their related logos and all related product and service names, design marks and slogans are trademarks and service marks owned by and used under license from Sanovi: “SANOVI”, “SANOVI ENTERPRISE”, “SANOVI DRM””, (the “SANOVI Trade Marks”). You are not authorized to use the SANOVI Trade Marks in any advertising, publicity or in any other commercial manner without the prior written consent of Sanovi, which may be withheld for any or no reason.

  1. Restriction on Transfer. You may not rent, lease, lend, sublicense or transfer the Application, this License or any of the rights granted hereunder. Any attempted transfer in contravention of this provision is null and void and of no force or effect.
  2. Third Party Content and Services.

8.1 General. You acknowledge that the Application may permit access to products, services, web-sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by Sanovi And other third parties (“Third Party Content and Services”).

8.2 Disclaimer. You acknowledge that Sanovi does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites available through the Application). Furthermore, Your access to and use of the Third Party Content and Services is at Your sole discretion and risk, and Sanovi and its affiliates, partners, suppliers and licensors are not, and will not be, liable to You as a result of, or in connection with Your access to and use of the Third Party Content and Services. Sanovi hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content and Services.

8.3 Third Party Terms of Service. You acknowledge and agree that Your access to and use of the Third Party Content and Services and any correspondence or business dealings between You and any third party using the Application are governed by and require Your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein.

  1. Term and Termination.

9.1 Term. This License is effective until terminated.

9.2 Termination. If You fail to comply with any terms and conditions of this License, then this License and any rights afforded to You hereunder terminate automatically, without any notice or other action by Sanovi.  Upon the termination of this License, You must cease all use of the Application and uninstall the Application.

  1. Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED ON AN “AS IS’ AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. SANOVI AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE APPLICATION AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, SANOVI AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SANOVI OR FROM THE APPLICATION WILL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT SANOVI HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION.
  2. LIMITATION OF LIABILITY. NEITHER SANOVI NOR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SANOVI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SANOVI’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) WILL NOT EXCEED THE AMOUNT OF ACTUAL DIRECT DAMAGES UP TO THE CHARGES (IF THE LICENSE IS SUBJECT TO FIXED TERM CHARGES, UP TO TWELVE MONTHS’ CHARGES) YOU PAID FOR THE LICENSE THAT IS THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  3. Product Claims. You acknowledge that You (not Sanovi) are responsible for addressing any third party claims relating to Your use or possession of the Application, and agree to notify Sanovi of any third party claims relating to the Application of which You become aware. Furthermore, You hereby release Sanovi from any liability resulting from Your use or possession of the Application, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.
  4. Miscellaneous.

13.1 Governing Law. Both parties agree to the application of the laws of the country in which You obtained the License to govern, interpret, and enforce all respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. Any disputes arising from this License must be adjudicated in the courts of the country in which You obtained the License. This License is not governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

13.2 Severability. If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the application of such provision to persons other than those to whom it is held invalid or unenforceable will not be affected and each remaining provision of this License will be valid and enforceable to the fullest extent permitted by law.

13.3 Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this License will not affect a party’s ability to exercise such right or require such performance at any time thereafter nor will the waiver of a breach constitute waiver of any subsequent breach.

13.4 Export Control. Each party will comply with all applicable export and import Laws and associated embargo and economic sanction regulations, including those of the United States, that prohibit or restrict the export, re-export, or transfer of products, technology, services or data, directly or indirectly, to certain countries, or for certain end uses or end users. You acknowledge that Sanovi may use global resources (non-permanent residents used locally and personnel in locations worldwide). You shall not provide content or that is export controlled or requires an export license by Sanovi or its Affiliates. Notwithstanding anything in this Agreement to the contrary, neither party is obligated to take any action that would violate or be penalized by applicable law.

13.5 Modification or Amendment. Sanovi may modify or amend the terms of this License by posting a copy of the modified or amended License at websites that may be designated by SANOVI from time to time. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Application following the date in which the modified or amended License is posted by Sanovi.

13.6 Survival. The respective obligations of You and Sanovi which by their nature would continue beyond termination of this License survive termination of this License.

13.7 Third Party Beneficiaries. With the exception of Section 4.2, nothing in this License is intended or will be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.

13.8 Assignment. You are not authorized to assign this License or any rights or obligations herein without the prior written consent of Sanovi and any attempted assignment in contravention of this provision will be null and void and of no force or effect.  In the event of a change in control or any assignment of rights by Sanovi, this Agreement will shall be automatically transferred or assigned to the controlling or new entity, at no additional cost to You.

13.9 Entire Agreement. This License, including the documents incorporated herein by reference, constitutes the entire agreement with respect to the use of the Application licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.

13.10 Force Majeure. Sanovi will not be liable or accept responsibility for any delay, failure in performance, loss or damage due to any act or omission arising out of or associated with fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond Sanovi’s reasonable control.

Updated: January 2017

ON SUBMITTING THE FORM BELOW, YOU AGREE TO TERMS & CONDITIONS LISTED ABOVE