End User License Agreement

This End User License Agreement (the “Agreement”) is a legal agreement between Nesh Technologies Private Limited, a company having its registered office in 3rd Floor Type 2/8, Dr. VSI Estate, Thiruvanmiyur, Chennai, India 600096 (hereinafter “Licensor”) and you as an End User (the “End User” or “You”) of the Licensee who has a valid Software License Agreement (the “Licensee”) with the Licensor or its Duly Authorized Agent.
By accessing the Software (Hereinafter referred to as “Licensed Software”) the End User agrees to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install, copy, activate or access the Software.
The End User shall treat the Licensed Software like a reasonably prudent person or entity would treat copyrighted material. End User shall not copy or use the Licensed Software except as is otherwise expressly permitted below. Moreover, the Licensed Software as provided to the End User shall be deemed “confidential” as is set forth herein.
  1. LICENSED SOFTWARE:
    1. Licensed Software means the Telematics portal provided by the Licensor to the Licensee via www.nesh.live or any other website notified to the Licensee by the Licensor from time to time. The Licensed Software may be wholly developed and owned by Nesh Technologies Private Limited or may include third-party software.
    2. The Licensed Software is licensed, not sold. Subject to the terms and limitations of this Agreement, Licensor hereby grants a non-exclusive, non-transferable license without rights to sublicense, to:
      1. Access Licensed Software
      2. Use the documentation accompanying the Licensed Software in connection with permitted uses of the Licensed Software
    3. End User shall be responsible for the adherence to the license provided above and the Software License Agreement with the Licensor or its Duly Authorized Agent entered by the Licensee.
  2. INTELLECTUAL PROPERTY IN THE LICENSED SOFTWARE:
    1. End User acknowledges that no title to the intellectual property in the Licensed Software is transferred to End User by the Licensor. End User further acknowledges that all right, title, and interest in and to the Licensed Software and any know-how contained therein shall remain Licensor’s exclusive property. End User agrees that it shall not remove any trademark, copyright, or other proprietary notices on or in any portion of the Licensed Software as delivered and that End User shall reproduce all such notices on and in all authorized copies.
  3. EQUITABLE RELIEF:
    1. You agree that a material breach of this agreement adversely affecting Licensor’s intellectual property rights may cause irreparable injury to Licensor for which monetary damages would not be an adequate remedy, and Licensor shall be entitled to seek equitable relief, without posting of bond or other surety, in addition to any remedies it may have hereunder or at law.
  4. RESTRICTIONS:
    1. End User shall not distribute, share, rent, resell, lease, sublicense or otherwise disclose or transfer the Licensed Software to any third party. The Licensed Software and Licensed Modules contain Licensor’s trade secrets, and to protect those trade secrets and Licensor’s interest in the Licensed Software generally, End User agrees that it shall not reverse engineer, decompile, translate, or disassemble the Licensed Software or any Licensed Module, in whole or in part, nor to permit any third party to do so, or to copy or distribute the documentation to any third party. If raw or real-time data is shared or displayed to the End User, the End User agrees not to reverse engineer features and/or compare values in reports found in Licensed Software with any other software or source of data in any manner, especially when doing so adversely affects Licensor. Any failure to abide by the restrictions set forth in this Section shall expressly constitute a material breach of this Agreement.
  5. THIRD-PARTY SOFTWARE AND SERVICES: 
    1. The Licensed Software and Modules may incorporate, embed, comprise, or be bundled with third-party software or services which require You to accept and be bound by notices and/or additional terms and conditions. Such required third-party notices and/or additional terms and conditions are identified in the help or about screens and license.txt or readme text files of the Software or identified as part of the Cloud Services and are made a part of and incorporated by reference into this EULA. By accepting this EULA, You agree to review such terms and conditions set forth therein, if any, and Your use of the Software and Cloud Services will be deemed to be Your acceptance thereof. You are responsible for periodically visiting the foregoing website to review any new or modified third-party terms and conditions. Continued use of the Licensed Software will be deemed as your acceptance of those terms.
  6. DATA RIGHTS:
    1.  Your Data. You grant Licensor a non-exclusive, worldwide, royalty-free license to use your data or other information input into the Licensed Software (the “Your Data”) for purposes of performing this Agreement, including the performance of sales and services by the Licensor and its Affiliates (including, but not limited to, quality, safety, energy, security, analytics, software updates, product and service diagnostics and prognostics, support and reporting), and to improve its products and to facilitate or improve Your use of the Licensed Software. Your Data includes Yours or other third-party Data you make available to the Licensed Software. You are responsible for obtaining all rights, permissions, licenses, and authorizations to provide Your Data for use as contemplated under this Agreement.
  7. TERMINATION:
    1.  The termination clauses will be governed based on Fleet Management Software (FMS) licensing agreement signed with the Duly Authorized Agent. In the event of termination, you must destroy all copies of the Software and Software Activation Key. In addition, you must remove all copies of the Software from the device(s) and/or System and/or computers and/or terminals on which it is installed.
  8. GOVERNMENT RESTRICTIONS:
    1. The installation, activation and use of the Software are subject to all applicable Government regulations at the jurisdiction of the user. It is the users’ responsibility to ensure complete legal compliances including but not limited to export and re-export regulations arising out of the installation, activation and use of the Software.
  9.  DISCLAIMER:
    1. The Licensed Software is provided on an “as is” basis. Use of the Licensed Software is at Licensee’s own risk. The licensor can make no warranty that the use of the Licensed Software will be continuous, uninterrupted, bug-free, error-free, virus-free, free of defects, free of technical problems, nor that it will meet all of the Licensee’s needs. To the extent permitted by law, we expressly disclaim all other warranties, conditions, results, guarantees, or representations with respect to the Licensed Software, whether express or implied, including but not limited to the implied warranties of merchantability, merchantable or satisfactory quality, fitness for a particular purpose, non-infringement of third-party rights, or arising from the course of performance, course of dealing, or usage of trade.  Licensor does not warrant that all errors, bugs, or defects can or will be corrected or that the Licensed Software will operate bug-free, error-free, continuously, or uninterrupted.
  10. LIMITATION OF LIABILITY:
    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU.
    2. LICENSOR’S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED INR TEN LAKHS OR THE TOTAL USER SUBSCRIPTION FEES PAID FOR BY THE LICENSEE DURING THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  11. GOVERNING LAW AND ARBITRATION:
    1. This Agreement is governed by the laws of Chennai, India without regard to conflict of law principles. Any and all disputes or controversies arising out of or in connection with the performance or non-performance of the software shall be referred for arbitration. Any such arbitration proceeding shall be held in Chennai, India.
  12. GENERAL:
    1. This Agreement is the entire agreement between us and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Licensed Software. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement may be modified only by written agreement signed by authorized representatives of Licensor and Licensee.
  13. CONTACT INFORMATION:
    1. If you have any questions about this Agreement, or if you want to contact Licensor for any reason, please direct all correspondence to: The Project Manager, Nesh Technologies Private Limited, 3rd Floor Type 2/8, Dr. VSI Estate, Thiruvanmiyur, Chennai, India 600096 or email to info@nesh.live