Terms of Use

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF USE BEFORE USING THIS SOFTWARE

The Terms of Use (“Terms”) listed below governs your access and use of Insightloupe, information and the content contained therein (“Software”), provided by Evalueserve contracting entity (“Evalueserve”) as stated under the applicable proposal, statement of work, order form, agreement and/ or the like (“Agreement”). The terms “you” and “your” in upper and lower case shall mean the entity entering into the Agreement with Evalueserve to have access and use the Software. By installing the Software in your computer or accessing it via a web browser, you agree to be bound by these Terms. If you do not agree to the Terms, Evalueserve is unwilling to license its Software to you. In such an event, you should not install, copy or use the Software.

License Use and Restrictions

Subject to your compliance with these Terms, Evalueserve hereby grants to you a non-exclusive, non-transferable, limited license to permit Named User(s) to access and use the Software internally. For the purpose of these Terms, “Named User(s)” shall mean your employee, consultant or contractor authorized by Evalueserve in the Agreement to use and access the Software.

In relation to Named User(s), you undertake that: (a) the access to and use of the Software is limited to the number of Named User(s) identified as Named User(s) in the Agreement; (b) the maximum number of Named User(s) shall not exceed the number of licenses it has purchased from time to time; and (c) a license will not be used by more than one individual Named User unless it has been reassigned in its entirety to another individual Named User, in which case the prior Named User shall no longer have any right to access or use the Software.

The number of licenses purchased shall remain fixed for the License Term and can be reduced only at the time of renewal. However, you may request Evalueserve in written to increase the number of license to use and access the Software by paying then-applicable rates for the additional Named User(s).

You shall not use the Software on any computer that you do not own or control, and you shall not distribute or make the Software available where it could be used by multiple devices at the same time.

You shall not use the Software in any manner not expressly and specifically authorized under these Terms. In particular, and without limitation to the foregoing, you shall not authorize or permit any of your employees, consultants or contractors to, directly or indirectly use the Software to design, build, enhance, market or sell any similar or substitute product or service; modify or create derivative works of the Software; reverse engineer, decompile or disassemble or attempt to derive the methodology or source code of the Software; distribute, sublicense, assign, share, timeshare, sell, rent, lease, or otherwise transfer the rights to access the functionality of the Software; capture or store the content that forms part of the Software on a server or other storage device connected to a network or publish all or any part of the content in print or online; remove, modify, enhance, translate or change any data or content or attempt to circumvent security or interfere with the proper working of the Software; damage, disable, overburden, or impair the Software, computer systems or networks used to provide the Software or interfere with any third party’s authorized use and timely enjoyment of the Software; or gain unauthorized access to any Evalueserve website or service, computer systems or networks used to provide any part of the Software, through hacking, password mining or any other means or use the Software to further or promote any illegal activity, investment or enterprise. You shall not access, store, distribute or transmit any viruses, or any material that may harm the Software or systems of Evalueserve or any third party.

You shall be responsible for ensuring that the Named User(s) comply with these Terns. Further, you shall also be responsible for any breach committed by Named User(s) of these Terms.

Delivery and Access of the Software

Software shall be available for online use. You may access the Software only in accordance with the limitations and restrictions set forth in these Terms. You shall hold, and shall ensure that all of its Named User(s) hold, any passwords/ user IDs issued by Evalueserve or by you in connection with access to the Software in strict confidence, and you shall instruct all Named User(s) of their obligations in this regard. You shall promptly inform Evalueserve of any actual or threatened unauthorized disclosure or misuse of the Software or any passwords/ user IDs with respect to the Software that come to its attention and shall cooperate with Evalueserve in enforcing the restrictions and limitations set forth in these Terms. You acknowledge that sharing of passwords/user IDs and simultaneous access via the same password/user ID is prohibited. Evalueserve shall have no responsibility or liability for, any defect in the Software that is caused or contributed to, in whole or in part, by you, by any other person or entity, or by any defect in any hardware, software or service supplied by you, or by any event beyond Evalueserve’s reasonable control.

License Fees

As consideration for the license granted by Evalueserve under these Terms, you shall pay the License Fees as stated in the Agreement. Your failure to pay the license fee constitutes a material breach and in addition to all other rights and remedies available to Evalueserve at law or in equity, Evalueserve may suspend your access to Software or any component thereof for as long as the license fee remains unpaid under the Agreement.

License Term

The licenses, to access and use the software, purchased by you shall remain valid for the period specified in the Agreement. Evalueserve may terminate any or all of your licenses immediately in the event you breach any provision of these Terms and do not remedy such breach within thirty (30) days of receipt of notice from Evalueserve declaring and setting forth the nature of such breach. Evalueserve may also terminate your licenses any time by giving you a prior written notice of thirty (30) days. In such case, you shall be entitled to a refund of the applicable License Fees on a pro rata basis.

Changes to Software

Evalueserve reserves the right, in its sole discretion and without incurring any liability to you, to update, improve, replace, modify, delete and alter the specifications for and functionality of all or any part of the Software from time to time.

Audit/ Inspection

You shall at all times during your access to the Software maintain complete and accurate records with respect to access to and usage of the Software for the most recent twelve (12) months. During the term of the Agreement and for a twenty-four (24) months period thereafter, Evalueserve shall have the right, during normal business hours and upon reasonable notice to you, to (a) audit and review relevant portions of those records; and (b) audit the manner of access to and usage of the Software, in each case to confirm that fees and charges have been accurately determined and that restrictions on use and access have been observed. Evalueserve’s failure to conduct an audit pursuant to this section shall not relieve you from your responsibilities to comply fully with these Terms. You agree to permit Evalueserve and/ or its representatives to periodically inspect, at your location(s) and during reasonable hours and at reasonable intervals, the systems and/or any network on or by which any portion of the Software are accessed for purposes of establishing compliance with these Terms. The costs of any such audit and/or inspection shall be borne by Evalueserve; provided however, if such audit and/or inspection reveals an underpayment to Evalueserve of five percent (5%) or more, you shall reimburse Evalueserve for its costs and expenses in conducting such audit and/or inspection.

Disclaimer of Warranties

The Software is provided to you on an “as is” and “as available” basis. All warranties whether express, implied, statutory or otherwise, including without limitation any implied warranties as to non-infringement, correspondence with description, accuracy, merchantability or fitness for a particular purpose or that Software will meet your expectations are excluded to the fullest extent permitted by law.

Indemnity

You shall indemnify, defend and hold Evalueserve its directors, officers, employees, representatives and agents harmless from and against any and all claims, liabilities, damages, costs and expenses, including reasonable attorney fees, or other losses based on or arising out of (a) any breach of these Terms; (b) any content you create, transmit, or display while using the Software; and/or (c) your negligent or wilful misconduct. In no event shall Evalueserve be liable for loss of goodwill or for any consequential, incidental, reputational, indirect, exemplary, special, punitive, lost savings, profit or business interruption damages, regardless of whether the claim giving rise to such damages is based upon breach of warranty, breach of contract, negligence, tort or other theory of liability, even if Evalueserve has been advised of the possibility of such damages.

Proprietary Rights

Evalueserve shall retain all rights, title and interest, including without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to the Software, including without limitation, any copy or portion thereof, and any Derivative Work. For the purpose of these Terms, “Derivative Work” shall mean a new or modified work that is based on or derived from all or any part of the Software, including without limitation, a revision, modification, translation, localization, adaptation, abridgment, condensation or expansion, in any form, of the Software.

Confidentiality

You may, by using the Software come into contact with information, including without limitation, trade secrets, methods, details about products or service features, enhancement or release plans, pricings, promotions and business or marketing plans (“Confidential Information”) which is proprietary and confidential. Confidential Information shall also include the passwords, the user IDs, and the existence of these Terms and the Agreement. You shall neither disclose Confidential Information to any third party, nor use the same for any purpose other than as set forth herein. You shall use the same degree of care as you use to protect your own confidential information, but no less than reasonable care to prevent the unauthorized use, dissemination or publication of the Confidential Information. Your duty to protect Confidential Information shall survive the termination and expiration of the Agreement.

Assignment

Neither any rights nor obligations hereunder, in whole or in part, shall be assignable by operation of law or otherwise transferable, by you except upon prior written approval of Evalueserve. Any unauthorized attempt by you to assign or transfer any rights or obligations hereunder shall be null and void.

Disputes

Any dispute arising under these Terms shall be resolved in accordance with the laws of the land under which contracting entity of Evalueserve is incorporated.

Miscellaneous

These Terms along with Agreement (as defined above) constitute the entire agreement between you and Evalueserve with respect to the use of Software and shall supersede all discussions, communications, conversations and agreements concerning the subject matter hereof. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof. The invalidity of any portion of these Terms by a proper legal authority shall not affect the remaining portions of these Terms or any part thereof, and the Terms shall be construed, as if the invalid portion or portions had not been inserted therein. These Terms cannot be amended except agreed in writing and signed by both parties hereto.

For any questions related to these Terms please contact evslegal@evalueserve.com