This License Agreement, hereinafter referred to as “Agreement” defines the terms and conditions of Saketa and governs the use of the Saketa Software apps and any updates to the software, regardless of the delivery mechanism. All Saketa apps and products are Licensed Property of Saketa and a non-exclusive license to the software will be granted to the customer per the terms and conditions defined herewith to utilize the Software in the licensed period.
1. Definitions and Interpretations
- “Authorized Users” shall mean Customer’s employees, and consultants who have agreed to maintain the Licensed Property in confidence and use it only for the benefit of Customer.
- “Software” shall mean any executables, packages, apps, install files or object code offered by Saketa along with any documentation, modules, libraries and tutorials.
- “License” is a right granted to use the Software under the guidelines set forth. All rights on the Software are reserved with Saketa.
- “Licensed Property” shall mean the Software and any Documentation that a Customer has received and installed after procuring a License. Licensed Property shall include any updates or upgrades to the Licensed Property received while in the licensed period
- “Activation” shall mean a running instance of the Software. For a client-side installation Software, it will be number of user logins (or Seats) that has it installed. The same software instantiated on a single machine by multiple logins will consume as many activation’s.
An activation in the case of web based Apps and add-ins (also termed Software), represent the number of times the add-in is instantiated on a site. The user level restriction if applies for the Software, will be set at the activation level, for each instance of the Software running.
- “Licensed Term” shall mean the time period for which a License is valid. This can be defined at the time of procuring the license and will start from the License commencement date.
- “License Commencement date” shall mean the day the License (key) is issued to the Software or as stated by Saketa licensing team while providing the Licenses.
2. Grant of License
Saketa has different types of licensing models for its Software. The broad level of licensing models is defined herewith.
- Beta License
Saketa will be providing a preview of its upcoming Software to a limited user group for evaluation and product feedback, before the full release of its software. Saketa will grant the Authorized Users a limited period, personal evaluation License which is non-exclusive, non-transferable and revocable. The selection of the user group for the Beta Licensing will be at the sole discretion of the Saketa product team and will be selected randomly or picked from any of but not limited to the sign-up campaigns, existing and/or volunteering customers, Users who actively participated in prior evaluations, Microsoft & SharePoint MVPs and evangelists, subscribers to Saketa newsfeed or social network programs. As the number of such licenses are limited, not everyone may be selected for all Software beta launches. The Software in Beta is only for evaluation and gathering market feedback purposes and may vary from the final release of the Software.
- Trial License
Most of the Saketa Software are available for a limited period trial licensing with an intention that the trial run will give the Licensed User an opportunity to try out the features, understand the usability and capabilities of Saketa Software and make an informed decision while making a purchase. These trial licenses grant the Authorized users a limited time, personal for internal business, process evaluation license only, which is non-exclusive, non-transferable and revocable. There might be additional limitations in this license including restricted feature set, number of users’ access to the Software, number of activations, which will vary across the product line. Software in Trial License should not be used for business use.
- Full License
Saketa provides a range of Software apps and products that come in various flavors. The licensing fees, licensing term, the number of activations of the Software allowed and the limit on the users per activation, if exists, will be defined and presented to you in the invoice terms. The Full license can be procured for a single or multiple activations of the Software for the defined Licensed Term. The full license will grant the Authorized User for the Licensed Term, the rights to the run the number of Activations licensed (as defined in invoice terms) of the Software for internal use of the Customer only, and is a non-exclusive, non-transferable and revocable license.
- Scope for the License
The Software is only licensed and not sold. The License and this Agreement only grants the Authorized user the rights to use the Software only as expressly permitted in this Agreement.
The Licensed users of the Software must comply with the following
- The software is to be used by the Authorized user for their organization’s internal use only
- Do not transfer the software or the Agreement to any third party. This is non-transferrable.
- Do not Reverse engineer, decompile or disassemble the software
- Do not publish the software for others to copy
- Do not use the software in providing commercial or consulting services.
- Do not use the software in commercial software or integration with other modules or services
- Do not use more copies than the number of licenses procured.
- Do not rent, lease or lend the software.
3. Fees and Services
Saketa will provide a quotation detailing the licensing fees and the validity period per the discussions and upon agreement to the terms, send an invoice with valid time to complete the payments. A renewal notice (if applicable) will be sent 30 days prior to the license expiry. Paying it before the expiry can prevent any interruptions in the Software services. The fees shall include the license extension for the Licensed property any add-on value packs (if applicable) and includes any taxes, bank/transfer fees and such as applicable.
Saketa is under no obligation to provide any services to Customer with respect to the Licensed Property including the installation of the Software, user training or maintenance. Saketa has created the preliminary documentation, presentations and walk through videos to aid their customers on this.
Saketa may however offer or provide such services at its sole discretion and the terms and fees for it, if applicable, shall be set forth during the time of engagement in writing between the two parties.
4. Support & Maintenance
Saketa will be releasing updates (and upgrades as needed) to its Software regularly which can have any of but not limited to feature enhancements, compatibility fixes to the latest Microsoft releases impacting the underlying platform, performance improvements and fine tuning, functionality optimizations, corrections, bug fixes and error handlings. During the License Term, a Licensed User will have access to all the updates and upgrades at no additional cost.
It is highly recommended that the users always upgrade their Software to the latest version for best and productive utilization. The mode of delivery of these upgrades will depend upon the type of Software and can be made available from a viable yet reliable source such as Microsoft Office Store, Saketa website or a Saketa FTP or file sharing location.
Saketa will provide technical support relevant to the Software for addressing any technical issues via online or email support. Phone technical support will be provided only if necessary and to be determined by the Saketa team. If a problem is determined to be local to the Customer environment be it hardware, OS, software or platform, then such requests are to be taken over by the Customer’s operations team and Saketa will not be supporting it. However, if additional guidance in resolving such environment problems are needed, a technology consultant can be provided on a Time and Materials (T&M) costing per the consulting rate card applicable at the time of the incident.
5. No Warranty Disclaimer
The software, including the licensed property without any reservation, is provided to customer on an “as is” “where is” basis without warranty. All saketa software undergoes a detailed quality, usability, performance among other criteria checks before a release to the customers. However, Saketa does not warrant that the licensed property is accurate, will meet all customer’s requirements or will function uninterrupted, error free and meet all the expectations or actions planned with it or across all the platforms.
Customers are to use this software at their own risk and Saketa does not warrant or assume any liability for any defects, errors, performance issues, capabilities, suitability, functionality limitations identified during the use of the software or any damages resulting from or related to the use or performance of the licensed property. Saketa does not also warrant to any resolution or timelines on the fixes or correction of such defects, errors or performance degrades reported. Customer agrees to release and waive any and all warranties of any kind expressed or implied including fitness of the software for a particular use or purpose, non-infringement, title.
6. Limitation of Liability
Except for a breach to this Agreement, under no circumstances shall both the parties (Saketa and the Customer) be liable for anything whatsoever. Saketa will not be liable for any indirect, special, incidental, exemplary, punitive or consequential damages suffered by the Customer or anyone effected on their behalf related to this Agreement including without limitation, damages for loss of business or profits, damage or loss of data, any performance degrades or business disruptions there from.
Saketa’s liability under no circumstances shall be in excess to the amounts paid by the customer under the current Agreement.
7. Term and Termination
This Agreement shall remain in full force and effect from the commencement day of the Agreement until the License period expires or the Agreement is terminated by either of the parties. In either case, the other party will have to abide by the guidelines set forth in Section 2.4 Scope for the License which shall remain in force even after the Licensed term and not be waived under any circumstances.
- License Expiry/Not Renewed
The Agreement is valid for a certain period – Licensed Period, that will be stated in the invoice provided at the time of procuring a license. In the event the license expires and is not renewed, the Agreement expires and the Customer rights to use the Licensed Property or any portion thereof shall cease. Customer shall remove all copies of the Licensed Property and provide a written confirmation, if requested by the Saketa team.
- Termination of License
In the event, that there is a breach in the terms of this Agreement from the Customer or a Licensed User there from, and no action is taken to remediate the cause of breach within 10 days from the receipt of a notice from Saketa, Saketa will reserve the rights to terminate the license at any time after the end of the notice period.
8. Miscellaneous Provisions
- 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.
- Licensing Entity
The Agreement is made by Technovert Solutions Inc., A Seattle, Washington based company on behalf of its subsidiary (Saketa) which is a wholly owned by Technovert Solutions Inc. This Agreement is between Saketa and the company or entity downloading, installing or licensing the Software apps (Licensed Property) from Saketa and takes effect immediately upon the installation of the Licensed Property.
Any failure or delay by either party to exercise or partially exercise any right, power or privilege hereunder shall not be deemed a waiver of any of the rights, powers or privileges under the Agreement. No term or condition of this Agreement shall be held to be waived, modified or deleted except by a written instrument signed by the parties hereto. Waiver of any breach of any term or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach.
- Relation Rights
Saketa may use the Licensed User’s tradenames and trademarks for promotional material and advertising the use of the Software unless requested by the Licensed User, by written correspondence to refrain from doing so.
Data Processing Addendum to the EULA
Where applicable, this Data Processing Addendum is hereby incorporated in the Saketa End User License Agereement (the “EULA”), unless Customer has entered into a superseding written agreement with Saketa, in which case, it forms a part of such written agreement. All capitalized terms not defined herein shall have the meaning set forth in the EULA.
1. DEFINITIONS AND INTERPRETATION
(i) “Customer Personal Information” means any personal data contained within the information submitted or transferred by Customer to Saketa in conjunction with the usage of the Software (as defined in the EULA);
(ii) “Data Controller” has the meaning set out in GDPR;
(iii) “Data Processor” has the meaning set out in GDPR;
(iv) “Data Protection Regulator” means the applicable supervisory authority with jurisdiction over either party, and in each case any successor body from time to time;
(v) “Data Subject” has the meaning set out in GDPR;
(vi) “Personal Information” has the meaning set out in Privacy Laws;
(vii) “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information including but not limited to Regulation (EU) 2016/679 (the “General Data Protection Regulation” or “GDPR”); and
(viii) “Process”, “Processing” or “Processed” have the meaning set out in GDPR
2. PROTECTION OF PERSONAL INFORMATION
2.1. Supersedence. If any provision contained in the following Section 2 (Protection of Personal Information) conflicts with any provision in the EULA, the provision contained in the following Section 2 shall prevail.
2.2. Data Controller and Data Processor. The Parties acknowledge that the Customer is the Data Controller and Saketa is the Data Processor of the Customer Personal Information. Saketa will process personal information in accordance with Section 2 of this Data Processing Addendum.
2.3. Customer’s Obligations as Data Controller. The Customer warrants that the Customer Personal Information has been obtained fairly and lawfully and, in all respects in compliance with the Privacy Laws. The Customer shall comply with all of its obligations under Privacy Laws and shall fully indemnify and hold Saketa harmless from and against any and all losses, damages, claims, costs and expenses (including, without limitation, reasonable legal expenses) suffered or incurred by or awarded against Saketa as a result of or in connection with any
breach by the Customer of Section 2 of this Data Processing Addendum and/or the Privacy Laws.
2.4. Saketa’s Obligations as Data Processor. Saketa shall:
2.4.1. Process the Customer Personal Information only in accordance with Section 2 of this Data Processing Addendum and any other reasonable documented instructions as provided by the Customer to Saketa from time to time (“Instructions”), including with regard to transfers of Customer Personal Information to a third country, save where:
188.8.131.52. such Instructions are unlawful;
184.108.40.206. such Instructions would cause Saketa to breach its own obligations under Privacy Laws or the EULA or any other agreement with a third party;
220.127.116.11. Saketa is under a legal obligation to Process the Customer Personal
Information, in which case Saketa shall inform the Customer of the legal
obligation, except to the extent the law prohibits it from doing so; and/or
18.104.22.168. such Instruction delays or prevents performance, in which
case Saketa shall be granted relief from liability hereunder.
2.4.2. inform the Customer if, in its opinion, an Instruction received from the Customer infringes the Privacy Laws;
2.4.3. ensure that all Saketa employees and personnel who are involved in the Processing of Customer Personal Information have committed themselves to confidentiality or are under statutory obligations of confidentiality;
2.4.4. not provide any new third party, with access to the Customer Personal Information or sub-contract any of its obligations under the EULA that involve Processing Customer Personal Information
2.4.5. taking into account the nature of the Processing, assist the Customer (at the Customer’s cost) by appropriate technical and organizational measures, to enable the Customer to comply with its obligations under Privacy Laws in responding to requests from Data Subjects (insofar as this is possible);
2.4.6. assist the Customer (at the Customer’s cost), to comply with the following obligations under the GDPR, taking into account the nature of Processing and information available to Saketa, including:
22.214.171.124. notification to the Data Protection Regulator and Data Subjects of a breach of security which leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Information transmitted, stored or otherwise Processed; and
126.96.36.199. the Customer’s obligations to carry out data protection impact assessments and any subsequent consultation with the Data Protection Regulator;
2.4.7. make available to the Customer, all information necessary to demonstrate compliance with the obligations imposed on Saketa under Section 2 of this Data Processing Addendum and/or Privacy Laws and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer (but not being a competitor of Saketa) for the purposes of demonstrating such compliance; and
2.4.8. unless required by law, at Customer’s request following termination or expiry of the EULA for whatever reason, at the Customer’s cost, securely delete all of the Customer Personal Information to the Customer.