End User Licensing Agreement (EULA)
This EULA Governs Usage of eResource Scheduler Software
END-USER LICENSE AGREEMENT FOR ‘eResource Scheduler’ software and other related material.
IMPORTANT-READ CAREFULLY: This eResource Scheduler End-User License Agreement (“EULA”) is a legal agreement between ‘Client’ / ‘User’ (either an individual, partnership, company, organisation or a single entity that is using or used ‘eResource Scheduler’ computer software / application) and ‘ENBRAUN’ for ‘eResource Scheduler’, which includes ‘eResource Scheduler’ computer software / application / program and also includes associated media, printed materials, database and online or electronic documentation and videos together referred to as “SOFTWARE PRODUCT”.
By installing, copying, or otherwise using the SOFTWARE PRODUCT, client agrees to be bound by the terms of this EULA. If client does not agree to the terms of this EULA, then do not install or use the SOFTWARE PRODUCT.
1. LICENSED SOFTWARE PRODUCT
eResource Scheduler SOFTWARE PRODUCT is licensed, not sold.
2. GRANT OF RIGHTS
2.1 eResource Scheduler database: Client may host one copy of eResource Scheduler database on an instance of ms sql server.
2.2 eResource Scheduler software / application / program: Client may install and run eResource Scheduler software on as many PCs and operating systems as client desires.
2.3 Concurrent user licensing: Concurrent user licensing will limit the number of simultaneous users that can be connected to the database at any point in time / simultaneously. The number of concurrent users will depend on the number of licenses bought by client or provided to client by ENBRAUN. Client will not manipulate the database or software to allow more concurrent connections than the number of licenses bought / provided.
2.4 Resource based licensing: Resource based licensing will limit the total number of active resources in the system at any given time.
2.5 Database Migration: Client may migrate eResource Scheduler database from one server to another, provided that after migration, client removes the database from the first server and host the production database on only one server.
2.6 Database Backup: Client may take regular backups of eResource Scheduler database for the sole purpose of restoring it in case of any event that renders the production database as unusable.
3.1 Not for Resale: Client may not resell, distribute (for cash or kind) or otherwise transfer for value, the SOFTWARE PRODUCT.
3.2 Reproduction and Distribution: SOFTWARE PRODUCT or any part of it may not be duplicated or copied unless written permission is taken from ENBRAUN.
3.3 Trademarks: This EULA does not grant client any rights in connection with any trademarks or service marks of ENBRAUN or its suppliers.
3.4 Limitations on Reverse Engineering, De-compilation, and Disassembly: Client will not perform any translation, localization or decompile, disassemble, reverse engineer or otherwise attempt to derive source code or interfere with source code, license files or licensing information; remove, replace or alter any digital certificate, trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the SOFTWARE PRODUCT or any part of it, without prior and express written permission from ENBRAUN.
3.5 Publishing Results: Client will not publish any results of benchmark tests run on the SOFTWARE PRODUCT or any part of it, to any third party or in any public domain without prior and express written permission from ENBRAUN.
3.6 Separation of Components: The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated.
3.7 No rental, leasing or commercial hosting: Client may not rent, lease, lend or provide hosting services to third parties without getting permission in writing from ENBRAUN.
4. GENERAL TERMS
4.1 ENBRAUN provides fully functional free trial of eResource Scheduler software and advices that all prospective clients / users evaluate the application in their environment before making a purchase decision.
4.2 ENBRAUN cannot be held responsible or liable for any feature or functionality that client presumed is present but is actually not.
4.3 It is implied and understood that client’s purchase decision is not based on any condition / promise of introducing any additional features in eResource Scheduler.
5. LICENSING PERIOD
5.1 Permanent Licenses: Permanent licenses are one time licenses and are issued once for a period of 99 years / 36135 days.
5.2 Annual Licenses: Annual licenses are issued for a period of 365 days and need to be renewed annually in advance.
6. RIGHT TO MODIFY LICENSING MODEL
ENBRAUN reserves rights to modify licensing model as and when it deems fit due to economic, competitive, technical or any other reason.
In case of change in licensing model, existing client will have the following options…
6.1. Existing clients can continue using eResource Scheduler and renewing licenses as per their current licensing model without any change in number or duration (annual to permanent or vice-versa) of existing licenses.
6.2 Except in cases where existing clients have permanent licenses, if technically possible, existing clients may choose to adopt new licensing model at the time of their license renewal OR in between their existing license term by paying the applicable license fee as per new license model. If client chooses to adopt new licensing model in between their existing licensing term, then it will be considered as a new purchase and no refund or credit will be issued for remaining term of their existing licenses.
7. SUPPORT & MAINTENANCE DEFINITIONS AND ENTITLEMENT
7.1 ‘Support’ includes but is not limited to assistance, answers, suggestions, solutions, resources (including but not limited to documents / images / videos), provided by ENBRAUN’s representatives via any means of communication including but not limited to email / phone / web meeting software / skype / other internet calling application. ‘Support’ does not include training, training is provided separately and is chargeable.
7.2 ‘Maintenance’ includes software updates released by ENBRAUN to enhance existing functionality AND / OR add new functionality AND / OR to fix bugs / issues.
7.3 In case of annual licenses, AMC is included in annual license fee and clients do not need to pay AMC separately to avail support and maintenance.
7.4 In case of permanent licenses, clients need to renew AMC annually in advance to avail support and maintenance.
8. ANNUAL SUPPORT & MAINTENANCE COST (AMC)
8.1 In case of permanent licenses, annual support & maintenance is charged annually in advance at the rate of 15% of total one time license fee.
8.2 Annual support & maintenance fee is compulsorily charged at the time of purchase of new licenses or purchase of additional licenses. In case of additional licenses, annual support & maintenance fee will be charged on the total number of licenses (old & new) that will be active on a database and pro-rata credit will be provided for remaining AMC term of old licenses.
8.3 In case of annual licenses, annual support & maintenance is included in annual license fee.
9. REVISION OF ANNUALLY RECURRING COST
ENBRAUN reserves rights to increase all annually recurring cost / fee by up to 5% every year to adjust for inflation.
10.1 ENBRAUN warrants the following…
10.1.1 The SOFTWARE PRODUCT will perform substantially in accordance with the accompanying / marketed written and video materials.
10.1.2 If a bug / problem / issue is found, ENBRAUN support engineers will spend reasonable time and effort to understand the problem and will make commercially reasonable efforts to solve any bugs / problem / issues in a reasonable time frame. ENBRAUN HAS NO OBLIGATION OF ANY KIND TO RESOLVE BUGS AND ISSUES IN TIMEFRAME DEFINED / REQUESTED / RECOMMENDED BY CLIENT.
10.2 ENBRAUN does not guarantee specific response or solution times to reported problems, but ENBRAUN will respond as promptly as it is able to do so and will keep client updated / informed of any developments in investigation / solution of reported problem.
10.3 ENBRAUN will at its reasonable discretion attempt to solve the problem with the intent that a solution is sought and released through changes / update to the SOFTWARE PRODUCT, provided:
10.3.1 The issue relates specifically to the SOFTWARE PRODUCT and has not occurred due to use of any third party product by client;
10.3.2 Problem is not due to equipment failure or caused due to limitations / issues in client’s IT environment;
10.3.3 The SOFTWARE PRODUCT would not be substantially changed in the process of attempting to resolve the problem;
10.3.4 Client follows all reasonable recommendations from ENBRAUN and / or instructions to help investigate or otherwise resolve or work around the problem;
10.3.5 The matter /problem is not subject to or related to a customization request;
10.3.6 Problem is not resulted due to a computer virus.
10.3.7 It is within ENBRAUN’s reasonable control to resolve the problem.
10.4 NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE / GOVERNING LAW, ENBRAUN DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
11. CUSTOMER REMEDIES
ENBRAUN’s entire liability and client’s exclusive remedy shall be, at ENBRAUN’s option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet ENBRAUN’s Warranty clauses and which is returned to ENBRAUN with a copy of client’s receipt. Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
12. COPYRIGHT & INTELLECTUAL PROPERTY
12.1 All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE PRODUCT), the accompanying printed, video materials and any copies of the SOFTWARE PRODUCT are owned by ENBRAUN.
12.2 The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, client must treat the SOFTWARE PRODUCT like any other copyrighted material.
12.3 ENBRAUN asserts its copyright, ownership rights, intellectual property rights including but not limited to trademark and patent rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing) over all aspects of the SOFTWARE PRODUCT and / or any services supplied and all other intellectual property rights of a similar or corresponding character which may subsist now or in the future in any part of the world. All worldwide rights are reserved.
12.4 client agrees not to limit or interfere in any manner with ENBRAUN’s ownership of rights with respect to any of the above clauses.
13. TRADEMARK & COPYRIGHT ACKNOWLEDGEMENTS
SOFTWARE PRODUCT, its logo, the contents of this file, and the ENBRAUN logo are all trademarks of ENBRAUN. All other trademarks are property of the irrespective owners. This documentation is copyright of ENBRAUN. All worldwide rights reserved.
14. USE OF CLIENT’S NAME AND LOGO ON ENBRAUN’S WEBSITE AND OTHER MATERIAL
14.1 Unless denied by client in writing, it is implied that client agrees, that ENBRAUN can use client’s name and logo on ENBRAUN’s website and / or any marketing / promotional / or other document / material for the sole purpose of communicating and establishing that client is using ENBRAUN’s ‘eResource Scheduler’ software to address their resource scheduling & planning requirements.
14.2 ENBRAUN will not make any claims on client’s behalf and will not publish / make public any communication / feedback / testimony from client without taking permission from client.
For the purposes of this Section, “Confidential Information” means any information, in whatever form, received by the recipient party from the disclosing party.
15.1 Each party agrees to maintain the confidentiality to the same extent that it protects its own confidential and proprietary information and, at a minimum, each party will not directly or indirectly make available to third parties or reveal, disclose, display, transfer, distribute or make use of the Confidential Information except in accordance with the terms of this Agreement and as necessary to exercise its rights and discharge its obligations under this Agreement or applicable / governing law.
15.2 The obligations of either party contained in this Section will not apply to any Confidential Information that:
15.2.1 Now or hereafter may be in the public domain by acts not attributable to the other party;
15.2.2 Was lawfully in the possession of the other party prior to receiving it from the disclosing party;
15.2.3 Is required to be disclosed by applicable / governing law or regulation;
15.2.4 Is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the other party to this Agreement in respect of it and who imposes no obligations of confidentiality upon the Receiving Party.
16.1 ENBRAUN agrees to indemnify client for damages resulting from lawsuit brought against client by a third party successfully proving beyond doubt in the court of applicable / governing law and jurisdiction that eResource Scheduler software as delivered to client under this agreement infringes upon any patent, copyright, trademark, trade secret or other intellectual property right of that third party. This clauses does not cover any loses or damages caused due to or related to loss of client’s or any third party’s data. IN NO EVENT SHALL THE MAXIMUM LIABILITY OF ENBRAUN UNDER THIS CLAUSE OR ANY OTHER CLAUSE OF THIS EULA EXCEED THE ACTUAL AMOUNT PAID BY CLIENT TO ENBRAUN UNTIL THE DAY SUCH LIABILITY ARISES.
16.2 Client agrees to indemnify ENBRAUN for damages resulting from client’s breach of any clause in this agreement.
17. LIMITED LIABILITY
LIMITATION OF LIABILITY. IN NO EVENT SHALL ENBRAUN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION FOR FAILURE TO PROVIDE WARRANTY / SUPPORT SERVICES, EVEN IF ENBRAUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ENBRAUN’S ENTIRE LIABILITY UNDER ANY CLAUSE / PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT FOR THE SOFTWARE PRODUCT TILL THE DATE SUCH LIABILITY ARISES.
18. RIGHT TO DISCONTINUE / DEACTIVATE LICENSES
ENBRAUN reserves the right to discontinue / deactivate licenses issued to / being used by client/s at any time and may choose to pursue legal action against client/s if any of the following events occurs…
18.1 Client does not pay ENBRAUN’s invoice/s in stipulated time.
18.2 Client breaches any of the clauses mentioned in this agreement.
19. Unilateral-amendment by ENBRAUN
ENBRAUN reserves the right to unilaterally amend this entire agreement, or any clause, exhibit, schedule, or appendix of this agreement, by giving 7 days notice to Client in written or by email or by notification in eResource Scheduler software. Except as provided in subdivision (19.1) of this clause, the amendment will take effect at the specified time after the effective date of the notice.
19.1 If Client is unwilling for the agreement to continue as amended, Client may discontinue use of eResource Scheduler software no later than the effective date of the amendment.
19.2 ENBRAUN at its own discretion may choose not to refund, partially refund or fully refund license fee to Client if Client chooses to discontinue use of eResource Scheduler due to amendment of this agreement.
20. GOVERNING LAW & JURISDICTION
This EULA is exclusively governed by the laws applicable in India. Only courts at Jaipur, Rajasthan, India will have exclusive jurisdiction to decide dispute(s) if any, which may arise in future between Client & ENBRAUN or other related / effected parties, irrespective of the place where the cause of action arises.
21. ENTIRE AGREEMENT
This EULA (including any addendum or amendment to this EULA which is included with SOFTWARE PRODUCT) is the entire agreement between client and ENBRAUN relating to the SOFTWARE PRODUCT and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, agreements, contracts, proposals, client purchase terms and representations with respect to the SOFTWARE PRODUCT or any other subject matter covered by this EULA. To the extent the terms of any ENBRAUN policies or programs conflict with the terms of this EULA, the terms of this EULA shall control.
USE OF THIS SOFTWARE PRODUCT FOR ANY PERIOD OF TIME CONSTITUTES CLIENT’S ACCEPTANCE OF THIS AGREEMENT AND SUBJECTS CLIENT TO ITS CONTENTS. TERMS & CONDITIONS OF THIS AGREEMENT ARE APPLICABLE EVEN AFTER CLIENT UNINSTALL THIS SOFTWARE PRODUCT AND CEASE TO BE CLIENT / PROSPECTIVE CLIENT / USER OF SOFTWARE PRODUCT AND OTHER SERVICES (IF ANY) PROVIDED BY ENBRAUN.