End User Licence Agreement
This End User License Agreement (“EULA”) constitutes a legal agreement between the end user (“Licensee”) and Saketa (“Licensor”) for the use of the proprietary product and service, referred to as Saketa Employee Engagement Platform1 for Microsoft 365 as ‘SAAS'(Software as a Service’) Product (“Product”). Installing or otherwise using the copy of Product, licensee agrees to be bound by the terms and the conditions set forth in this EULA.
Scope – Licensor hereby grants Licensee a revocable, non-exclusive, non- transferable, limited right to install and use the Product, Licensee without standing any contrary agrees not to license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Product or make the Product available to any third party.
Use of Licensee’s Data – Licensor may at the time of installation or while providing support, periodically collect and use technical and related data concerning the Licensed Product, including about the version number(s) of the Product licensee have installed and about the system/Tenant/ Farm licensee have installed the Product on. Licensor will use such data to facilitate maintenance and support with respect to the Product, to improve its products and to provide further services or technologies to licensee.
Licensor may process personal data with respect to licensee, if and to the extent necessary to provide the License Key, to provide maintenance and support to licensee with respect to the product and to comply with its obligations under this EULA
Restrictions on use – Licensee shall use the Product Strictly in accordance with the terms of this EULA or related agreements and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Product; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Product; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the Product; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of company or its affiliates, partners, suppliers or the licensors of the Product; (e) use the Product for any revenue generation endeavor, commercial enterprise, or other purpose for which it is not designed or intended (f) use the Product for creating a product, service or software that is, directly or indirectly , competitive with or any way a substitute for any services, product or software offered by Company. Under no circumstance may you store, use or allow the use of the Product in any manner for more ‘User(s)’ than the purchased quantity or shared user account, or any other accounts that are not linked to one employee or single user or one Tenant at a time.
Termination – Licensor may, in its sole discretion, at any time and for any or no reason suspend or terminate this license and the right to afforded to license hereunder with or without prior notice. Furthermore, if license fail to comply with any terms and conditions of this license agreement, then any rights afforded to licensee hereunder shall be terminated automatically, without any prior notice, upon the termination of this agreement, licensee shall cease all the use of the Product and uninstall the Product.
Disclaimer of Warranties – Licensee, acknowledges and agrees that the Product is provided on “AS IS” and “AS AVAILABLE” basis and that licensee’s use or reliance upon the Product and any third-party content and services accessed thereby is at your sole risk and discretion. Licensor and its affiliates, partners and suppliers hereby disclaim any and all warranties that (a) the Product or third party content and services will meet your requirement(s), (b) the Product or third party content and services with not be uninterrupted, accurate, reliable and timely, secure or error-free,(c) the quality of any product(s), services, information or other material accessed or obtained through the Product will meet your implicit or explicit expectations.
Copyright – Licensee agree that all right, title, and interest in and to the Product (including, but not limited to, any images, photographs, code examples and text incorporated into the Product), and any copies of the Product, and any copyrights and other intellectual properties therein or related thereto are owned exclusively by Licensor, except to the limited extent that licensor may be the rightful license holder of certain third-party technologies incorporated into the Product. The Product is protected by copyright laws and international treaty provisions. Licensor reserves all rights not otherwise expressly and specifically granted to Licensee in this EULA.
Payment and free – The Licensee shall pay (or cause to be paid to) the Licensor any and all Fees for the Licensed Products, in the amounts and at the times agreed by the Licensor during the purchase process.
Limitation of liability – Under no circumstances shall Licensor or its affiliates, partners, suppliers shall be liable for any direct or indirect, incidental, consequential, special or exemplary damages arising out of or in connection with licensee’s access or use of or inability to access or use the Product and any third -party content and services, whether or not the damages were foreseeable and whether or not licensor has advised of the possibility of such damages. Without limiting the generality of the foregoing, licensor’s aggregate liability (whether under contact, tort, statute or otherwise) shall not exceed the 25% the amount that licensee has paid to licensor in that same calendar year, provided licensee request for the refund within first 15 days of installation of the Product also known as ‘Evaluation’ period, this amount may further subject to reduction based on the efforts (Man-hours) licensor may have invested in the attempts to resolve or rectify the errors. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Licensor has permission to use your company name and logo in marketing material and on any website operated by Licensor without cost.
No Refunds – PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period.
Entire Agreement – The Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of the Agreement. Terms set forth in the Licensee Purchase Order (or any similar document) that are in addition to or at variance with the terms of the Agreement are specifically waived by the Licensee. All such terms are proposed material alterations of the Agreement and are hereby rejected. No waiver, consent or modification of the Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under the Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of the Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
Acknowledgment – The Licensee acknowledges that (a) the Licensee has read and understands the Agreement, (b) it has had an opportunity to have its legal counsel review the Agreement, (c) the Agreement has the same force and effect as a signed agreement, (d) the Licensor requires identification of the User and the Licensee before issuing the License and (e) issuance of the License does not constitute general publication of the Licensed Products or any other Confidential Information.
License Serial Number – Upon purchase of the Product a unique license serial number (the “Serial Number”) is provided by Licensor either electronically or via the delivery channel. The Serial number provides a means to identify the Product. The Serial Number is subject to the restrictions set forth in this agreement and may not be disclosed or distributed either with your Developed Software or in any other way. The disclosure or distribution of the Serial Number shall constitute a breach of this agreement, the effect of which shall be the automatic termination and revocation of all the rights granted herein.
Updates/Upgrades – Subject to the terms and conditions of this agreement, Updates and upgrades to the Product may be provided by licensor at their discretion at timely intervals though licensor does not commit to providing such updates or upgrades. Licensor will notify license of any available updates and upgrades. Licensee will be entitled to receive updates free of charge during a period of twelve (12) months (or could be 24 months, if Licensee has opted for 2 years purchase) upon purchasing the License key of the Product. In order to receive updates after this twelve months’ period, Licensee will need to renew License Key(s) may need to pay an additional fee in order to be able to download an upgrade, Licensee in their sole discretion can choose not to download the ‘as available’ updates and upgrades.
Indemnification – Licensee will indemnify and hold harmless the Licensor against all costs, expenses, losses and claims made against the Licensor as a result of any infringement of a third party’s intellectual property rights arising from the Licensee’s or its Authorized User’s unauthorized use of the Software under the Agreement. Licensor must notify promptly the Licensee of the charge of infringement or of the legal proceeding, give The Licensee sole control of the defense and related settlement negotiations, and the Licensor must provide the Licensee, at Licensee’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the Licensor without its prior written consent.
Severability If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, USA. The parties agree that King County, State of Washington, shall be the exclusive and proper forum for any action or proceeding brought under this agreement. The parties accept the personal jurisdiction of such courts. Saketa shall be entitled to recover its costs and expenses, including attorneys’ fees and costs incurred in connection with such action, including any appeal of such action.
Arbitration – If Licensee is a registered corporation and also using the Product in the United States, then Licensee and licensor agree that any dispute, claim or controversy arising out of or relating in any way to the licensor’s Product or its service, these Terms of Use and this Arbitration Agreement, shall be determined by binding arbitration.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”). and will be administered by the AAA.
Maintenance & Support – Support shall include but not be limited to a direct email to support@saketa.com with the details of the problem being faced and any additional information that will assist Saketa support team in fixing the problem, (ii) availability over call(s) with support team at a mutually convenient time. Saketa may review previous tickets raised and may recommend specific organization and process changes to assist you with the above recommended standard practices. Licensee shall use commercially reasonable efforts to provide Saketa with the necessary access (e.g., access to log files, etc.)
Licensor may offer support services with or without an additional fees at its sole discretion, including no service support at all.
If the Software is acquired by or on behalf of an entity of the government of the United States of America, the following provision applies: If the Service is provided to the Department of Defense (“DOD”), the Service is subject to “Restricted Rights”, as that term is defined in the DOD Supplement to the Federal Acquisition Regulations (“DFAR”) in paragraph 252.227-7013(c)(1). If the Service is provided to any unit or agency of the United States Government other than DOD, the Service, including the information included with the Service and all accompanying documentation, constitutes “commercial items” as defined in 48 C.F.R. 2.101(Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation” as used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227-7202 (June 1995). Use, reproduction, or disclosure by the U.S. Government is subject to the restrictions of this license and 48 C.F.R. 52.227-19(c) (June 1987), 48 C.F.R. 1852.227-86(d)or similar or successor provisions as applicable.
“Saketa Employee Engagement Platform for Microsoft 365 refers to the suite of solutions listed below: Saketa Intranet Suite, Saketa Employee Engage”