DWA Commerce Usage Terms & Conditions
BY CLICKING ON THE "I AGREE" (OR SIMILAR BUTTON) AND USING THE SOFTWARE AND THE SERVICES, YOU INDICATE YOUR ASSENT TO THE FOLLOWING TERMS OF THIS AGREEMENT.
THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN "YOU" or "You" (EITHER IN AN INDIVIDUAL CAPACITY, OR IF ACCESSED OR USED BY OR FOR ANY COMPANY, AN AUTHORIZED REPRESENTATIVE) AND DIGITAL WEB ADVISORS PVT. LTD. ("Licensor", "we", "us" and "our" "DWA"). WE MAY UPDATE THE TERMS PERIODICALLY WITH OR WITHOUT NOTICE TO YOU. THIS EULA PROVIDES AND CAPTURES AN IMPORTANT LEGAL INFORMATION ABOUT THE LICENSE OF DIGITAL WEB ADVISORS’ WEB BASED PRODUCT NAMELY ‘DWA COMMERCE’ (THE "Software") AND YOUR USAGE, DOWNLOAD AND ACCESS OF THE SOFTWARE AND RECEIVE TECHNICAL SUPPORT THROUGH A WEB BASED FREE OR PAID SERVICE PROVIDED BY DIGITAL WEB ADVISORS (THE "Services") AND LIABILITY OF THE PARTIES. BY DOWNLOADING, OR ACCESSING, OR INSTALLING AND USING THE SOFTWARE AND/OR SERVICES, YOU CONFIRM AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, WE ENCOURAGE YOU NOT TO ACCESS, OR USE THE SERVICES.
As a condition to using Services, the users authorized by you (individually "User"), may be required to register with us and select a password and enter his/her email address ("DWA ID"). You agree to ensure that the User shall provide DWA with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this EULA, which may result in immediate termination of User's account. DWA reserves the right to refuse registration of, or cancel a DWA ID of any User in its discretion. User shall be responsible for maintaining the confidentiality of User's account and password.
PART A: TERMS APPLICABLE FOR THE PAID VERSION OF THE SERVICES
1. Grant of License. During the Subscription Term (as defined below) and subject to terms of this EULA, DWA hereby grants you and you hereby subscribe for/to, a non-exclusive, non-assignable, limited license to use, access download, and install the Software and/or Services for your internal business use only. Nothing herein contained shall be construed as granted to you any intellectual property right, which includes copyrights, regarding the Software and/or Services except as expressly provided for hereunder.
2. Subscription Term. The license to use, and access the Services is granted to you for a subscription period selected by you from our website ("Initial Subscription Term") and any subsequent renewal term you opt for (each "Renewal Term"). The Initial Subscription Term and each Renewal Term shall be collectively referred to as the "Subscription Term". The Subscription Term shall be effective from the actual date of your subscription to the paid Services.
3. Restriction on Use. Except as forth in Section 1: Grant of License,
• You may not make others to install and/or use the Services by rental, lease, transfer, sub-license or any other method.
• You may not modify, merge, revise or enhance the Services in any way.
• You may not decompile, disassemble, reverse engineer, and attempt to discover the Software's source code or otherwise reduce the Software to a human-perceivable form.
• You may not place the Software onto a server so that it is accessible via a public network.
• You may not export or re-export the Services in any form in violation of any applicable laws and regulations regarding export control of the country in which you obtained them.
• You may not distribute, facilitate distribution, or transfer the Services in any manner.
• You may not allow the Users to use the Services for any purposes that potentially could cause or might result into any property damage, death, bodily injury or personal injury or any other hazardous application of the Services.
4. Restrictions on the Users. You undertake on behalf of the Users that:
• the Users shall be able to subscribe to the Services during the Subscription Term subject to payment of applicable fees.
• the maximum number of the Users that You authorize to access and use the Services and the documentation shall not exceed the number of User Subscriptions You have purchased from time to time;
• You will not allow or suffer any User Subscription to be used by more than one individual user unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Services;
• You will not allow any User to use any computer program such as script or system, designed to automate the access or download the Software or the Services unless such system or script is approved or otherwise permitted by Us.
5. Subscription Fees. In consideration of the Services provided under this Agreement by DWA, You agree to pay us the Subscription fees ("Subscription Fees") in the amount and for the duration of the Subscription, You have opted for and agreed to, on our website. You may renew and extend your Subscription Term, upon payment of the Subscription Fees for the Renewal Term. Subscription Fees and other prices quoted are exclusive of applicable taxes. You shall pay all applicable taxes, duties, levies, and other similar charges (and any related interest and penalties) imposed, however, designated as a result of the existence or operation of this EULA (except for taxes on DWA’ net income). In the event of non-payment of the Subscription Fees for the Renewal Term, we reserve the right to lock the account with or without any prior notice to you and delete all the User Content, at our sole discretion.
6. Limitation of Liability. DWA SHALL NOT BE LIABLE UNDER OR FOR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL DWA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES. NOTWITHSTANDING THE FOREGOING, IN JURISDICTIONS WHERE IT IS CONTRARY TO THE LAW TO EXCLUDE LIABILITIES FOR SPECIFIC INSTANCES, DWA DOES NOT LIMIT ITS LIABILITY TO YOU FOR DEATH OR BODILY INJURY AS A RESULT OF NEGLIGENCE OR ANY OTHER LEGAL LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.
7. User’s Data. DWA takes no responsibility and assumes no liability for any content that any Users or third parties post or send over the Services ("User Content"). You understand and agree that any loss or damage of any kind that occurs to any User content that any User sends, uploads, downloads, streams, posts, transmits, displays, or otherwise make available or access through the use of the Service, is solely the responsibility of the respective User. In the event DWA is required to access any User Content for the purpose of the support related Services, you acknowledge that you don’t provide DWA with an access to any personally sensitive data of the Users or of any third party or any other confidential or proprietary information and DWA assumes no liability for any consequences as a result of any such disclosures made by you, related to the User Content or otherwise. After cessation or termination of your Services, we shall delete your account and the User Content (if any), within a time frame as may be decided by us at our sole discretion.
8. Termination.
• You may terminate your subscription to the paid Services, at any time, by notifying us. The minimum commitment for the hosted service is 1 year. You can cancel your service any time. However, no refunds are offered for the unused portion of time. To cancel your account, please contact our support desk.
• DWA may terminate this EULA with immediate effect, if you fail to comply with the terms of this EULA and correct the reported breach by DWA within 7 days from the date of receipt of such notice
9. Maintenance and Support
DWA provides the necessary support through a web-based support system. We will take commercially reasonable efforts to provide you with the support to resolve all your queries within one working day.
Part C: General Terms
• Intellectual Property Rights. All the materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music and all Intellectual Property Rights related thereto the Software and/or Services except the User Content (as defined below), are the exclusive property of DWA and its licensors. Except as explicitly provided herein, nothing in this EULA shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services.
• Governing Laws. This EULA shall be construed and governed by the laws of India, without regard to principles of conflict of laws.
• Dispute Resolution. Any dispute arising, between you and DWA shall be submitted to the arbitration to be conducted in Delhi, India in English language, in accordance with the Rules of Arbitration and Conciliation, of the Delhi Chamber of Commerce and Industry by a sole arbitrator, who shall be appointed by the Administrator of Delhi Chamber of Commerce and the award made in pursuance thereof shall be binding on the parties. The dispute resolution and arbitration process mentioned in this Section will not prohibit parties from approaching the courts for appropriate interim reliefs. Parties further agree that the courts in Delhi, India shall have an exclusive jurisdiction over such disputes.
• Severability. In the event that any of the provisions of this EULA shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable. This EULA constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties pertaining to the subject matter hereof are expressly cancelled. Neither the rights nor the obligations arising under this EULA are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect. DWA may freely transfer and assign this EULA.
• Publicity. You agree that by using the Software and/or the Services, you give us a permission and a limited license to use your company name and logo in self-promotional materials, web-page, proposal and similar matters and indicating you as our customer.
• General. You agree to use the Services at your own risk. If you have any questions, complaints or claims with respect to the Services or Software, you should contact to hello at digitalwebadvisors.com
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