End User License Agreement
By opening, downloading, installing, copying or otherwise using the Software and any other materials included within the Software in any manner whatsoever, you agree to be bound by the terms of this EULA and confirm that you have full right, power and authority to execute and perform this EULA and/or any obligations provided herein. Furthermore, you understand and acknowledge that the terms of this EULA may be periodically amended and updated and the same shall be posted at https://www.cometchat.com/legal/license (“the Website”). Your continued use of the Software after a revised/updated EULA has been posted on the Website, shall constitute your acceptance of the terms thereof. If you do not agree to the terms of this EULA, please do not install, copy, or use the Software in any manner whatsoever.
This End-User License Agreement (“EULA“) is a legal agreement between you, either an individual or an entity (“End-User” or “you” or “your” or “Licensee“) and Inscripts (I) Pvt. Ltd. (“Inscripts” or “Licensor” or “our” or “us” or “we“) for its software product, CometChat , the accompanying Manual(s) (if any), packaging and or other written files, associated media, electronic or online materials or documentation and any and all copies of such software and its materials (“Software”).
For the purposes of this EULA, the Software includes any updates, enhancements, modifications, revisions, or additions to the Software made by Inscripts and made available to you/ End-Users.
You hereby agree and acknowledge that, in the event of any conflict or discrepancy between any terms, conditions or clauses of this EULA and any other separate agreement/contract or document, that has been executed between you and Inscripts for the purpose of customization of the Software or any other specific purpose with respect to the Software, then the terms of this EULA shall prevail over such other separate agreement/contract or document.
The section headings contained in this EULA are for reference purposes only and shall not affect the meaning or interpretation of this EULA.
1. Grant of License:
1.1 The Licensor hereby grants you a non-exclusive, non-transferable, non-sub-licensable, limited and revocable license to use the Software, subject to the terms and conditions herein, solely for the purposes of exercising the rights and license granted to you under this EULA. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you herein. The Software is licensed, not sold.
2. Term of License:
2.1 The term of your license under this EULA shall commence on the date of your purchase of the Software from Inscripts and shall continue till the EULA is terminated by Inscripts as per the terms of this EULA. Without prejudice to any other rights, this EULA will terminate automatically without notice to you in the event of a breach or non-compliance by you of any terms and conditions of this EULA.
3. Reservation of Right:
3.1 The Licensor reserves the right to monitor the use of the Software at any time at its sole discretion.
3.2 The Licensor further reserves the right to develop and incorporate certain security and monitoring measures at any point in time in the Software in order to prevent the unauthorized and illegal access, use, copy and violation of the Software or any of its portion/component thereof. Such security measures may inter-alia include measures to restrict and/or control the access to the Software, restrict and/or control certain features or contents of the Software and any other security and monitoring measure as may be developed and incorporated by us in this regard.
3.3 The Licensor further reserves the right to update the Software or any of its components/portions at any time at its sole discretion. You hereby agree that for the purpose of accessing and/or downloading such updated version of the Software or any of its components/portions you shall be required to agree to additional terms and conditions, registration and payment of monies in this regard.
3.4 We reserve the right to limit the availability of the Software in any country where distribution or use of the Software would violate the local law or would subject us to any regulations in such country.
4. Limitation Of Liability:
4.1 Inscripts will not be liable to you for any lost profits or consequential, special, punitive, indirect, or incidental damages relating to, arising out of, or in any way in connection with the Software, even if Inscripts has been advised of the possibility of such damages. Our aggregate liability relating to, arising out of, or in any way in connection with the Software will not exceed the greater of two hundred dollars ($ 200) or license fee paid by you for the Software.
4.2 You agreed that you shall use our Software at your own risk and subject to the following disclaimers. We are providing the Software on an “as is” basis without any express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and freedom from computer virus or other harmful code. We do not warrant that any information provided by us is accurate, complete, or useful, that the Software will be operational, error free, secure, or safe, or that our services will function without disruptions, delays, or imperfections.
4.3 We do not control, and are not responsible for, controlling how or when you use the Software or the features, services, and interfaces the Software provides. We are not responsible for and are not obligated to control the actions or information (including content) of our End- Users or other third parties. You hereby release us, our affiliates, our officers, employees, partners, and agents from any claim, complaint, cause of action, controversy, or dispute and damages, known and unknown, relating to, arising out of, or in any way connected with any such claim you have against any third parties.
4.4 Devices: You must use your own devices and data connections to use the Software, which we otherwise do not supply.
4.5 Fees and Taxes. You are responsible for all carrier data plan and other fees and taxes associated with your use of the Software. We charge you for Software, including applicable taxes. We may refuse or cancel orders and provide refunds subject to the terms as stated in our Refund Policy.
4.6 Our Software may allow you to access, use, or interact with third-party websites, apps, content, and other products and services. For example, you may choose to use third-party services to interact with a share button on a third party’s website that enables you to send information. Please note that when you use third-party services, their own terms and privacy policies will govern your use of those services.
4.7 No claims related to the Support Policy (defined below) or the support services provided by Inscripts, shall be valid and entertained by Inscripts if such claims are raised beyond the period of 1(one) year from the date of purchase of the Software.
4.8 It is hereby agreed and acknowledged by you that Inscripts or any of its employees, staff, consultants, affiliates etc. shall not be responsible and/or liable in any manner whatsoever if :
i. any network problem (including Internet), breakdown of machinery (including any device or remote device), unclear network, disruption in the network and/ or payment gateway error occurs. Any dispute in connection to the above shall be settled between the End-User and such third parties, without involving Inscripts;
ii. there is any loss of data/error/fault/inaccuracy on your servers including but not limited to modification and/or any changes of files on your servers; in the event the technical or support team of Inscripts logs into your servers (upon your request and authorization) to resolve or fix any technical support including but not limited to installations, bug fixing with respect to the Software.
6. Intellectual Property:
ou understand and acknowledge that the Software is the property of Inscripts. It may be noted that the Software is protected under Indian and United States Copyright Law and other intellectual property laws provided under the International treaties. You further acknowledge and agree that Inscripts owns and shall continue to own all right, title, and interest in the Software (including Modified Software), together with all associated intellectual property rights including but not limited to Patents, Copyrights and Trademark rights or any other rights in the Software.
6.2 Except for the non-exclusive, non-sub-licensable, limited, revocable license expressly granted to you herein, this EULA does not grant you any ownership or other right, title or interest in or to the Software or any other intellectual property rights of Inscripts, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that are used in connection with the Software or with services rendered by Inscripts are owned and controlled by Inscripts. This Agreement does not grant you any right, license, or interest in such marks and works, and you shall not assert any right, license, or interest on such marks, works or any words or designs that are identical or confusingly similar to that of Inscripts.
6.3 The terms of this EULA does not allow you to violate third party intellectual property rights when using the Software, including their copyrights and trademarks. You agree to make every effort to report such activity to Inscripts at [email protected].
You agree to defend, indemnify, and hold Inscripts harmless from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following: (a) your access to or use of the Software, including information provided in connection therewith; (b) your breach or alleged breach of this EULA; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any claim.
8. Limitation Of Use:
8.1 You must not (or assist others to) access, use, copy, adapt, modify, prepare derivative works based upon (save and except as permitted under this EULA), distribute, license, sublicense, transfer, display, perform, or otherwise exploit the Software in impermissible or unauthorized manners, or in ways that burden, impair, or harm Inscripts, the Software, systems, our users, or others, including that you must not directly or through automated means: (a) reverse engineer, alter, modify, create derivative works from (save and except as permitted under this EULA), decompile, or extract code from the Software; (b) send, store, or transmit viruses or other harmful computer code through or onto the Software; (c) gain or attempt to gain unauthorized access to the Software; (d) interfere with or disrupt the integrity or performance of the Software; (f) collect the information of or about our users in any impermissible or unauthorized manner; (g) sell, resell, rent, or charge for the Software; (h) distribute or make Software available over a network where it can be used by multiple devices at the same time (including SaaS projects).
8.2 Your license to use the Software is conditioned and restricted. Any use of the Software in violation of any of the restrictions or any of the other terms of this EULA shall amount to breach of the terms of this EULA and shall be considered as illegal and unlicensed use.
8.3 You shall use only one copy of the Software activated on a single device, owned, leased, or otherwise controlled by you, at a single time for your personal use on a single domain only, unless otherwise agreed in writing by Inscripts;
8.4 You hereby understand and acknowledge that this EULA does not grant you the license to use the Software for multiple sub-domain or SaaS Project;
8.5 You acknowledge that this EULA is concluded between you and the Licensor only, and not with any other person, company or entity. Licensor does not provide you with any third party licenses that may be required to use or run this Software on your device and it is solely your responsibility to obtain all other necessary software licenses from the respective third parties. You agree and acknowledge that you will not use the Software in any manner that conflicts with or violates the terms of service or other agreements between you and any third party.
8.6 You may copy the Software for backup and archival purposes only, provided that the original and each copy are kept in your possession and that your installation and use of the Software does not exceed the license, permission that is allowed in this EULA or any other terms and condition of this EULA.
8.7 You must download the Software within 30 (thirty) days from the date of purchase of the Software. Once the Software is downloaded for the first time, Inscripts does not guarantee access to the download link beyond the aforesaid period.
8.8 You must access and use the Software only for legal, authorized and acceptable purposes. You will not use (or assist others in using) the Software in manner that: (a) violate, misappropriate or infringe the rights of Inscripts, our users or others, including privacy, publicity, intellectual property or other proprietary rights; (b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially or ethnically offensive or instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes; (c) involve publishing (including advertisements), falsehood, misrepresentations or misleading statements; (d) impersonate someone; (e) involving sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like; or (f) involve any non-personal use of the Software unless otherwise authorized by Inscripts; or (g) access or attempt to access the Software, or services by any means other than the interface provided or authorized by us; or (h) circumvent any restrictions put into place by Inscripts to prevent certain uses/access of the Software;
9. Modification of the Software:
9.1 You are allowed to modify and adapt the Software solely in accordance with the terms outlined under this EULA; however to the extent certain changes are necessary for the use of the Licensee only (“Modified Software”). You further agree that such modifications shall not in any manner edit, alter, modify, change, delete, remove, the Copyright and Trademark notifications, credits, notices, disclaimers of Inscripts as appearing in the Software.
9.2 You understand and agree that Inscripts shall not provide any support service or warranties for Modified Software.
9.3 You understand and agree that only Inscripts shall at all times be the Intellectual Property owner in and to the Software including to any modified version. By you modifying the software, you do not get any rights in and to the intellectual property rights to the Modified Software nor will you have any ownership rights to the Modified Software. Furthermore, you therefore agree that you shall not file any registrations for trademark, copyright and/or patents before any forum, in any country, for the Software or Modified Software. Furthermore restrictions as per clause 1.1, of this EULA shall also apply to the Modified Software.
10. Refund Policy:
You understand and agree that we shall honor refunds only in accordance with our Refund Policy.
Inscripts may at its sole discretion provide updates to the Software. Free updates may be provided to you, only for a period of 1(one) year from the date of first purchase of the Software and subject to the terms and conditions of the updated version (“Free Update Term“). For availing such updates beyond the Free Update Term, you will be required to pay additional fees as prescribed in clause 13 below and/or as per the revised terms and conditions of Inscripts.
12.1 Inscripts shall provide free support services (“Free Support Service“) for the Software for a period of 1(one) year, commencing from the date of purchase of the Software (“Free Support Term“) in accordance with the Support Policy.
12.2 After the Free Support Term, should you choose to avail the support services you shall be required to pay additional fee as prescribed by Inscripts from time to time;
12.3 In the event of any update being made available by Inscripts for the Software during the Free Support Term, the aforesaid Free Support Service shall extend to such updated versions of the Software only during the Free Support Term only.
12.4 We reserve the right to redefine and change, at any time the terms, conditions and provisions of the support services and Support Policy at our sole discretion.
12.5 Inscripts reserve the right to refuse the support services to anyone at its sole discretion.
13. Payments and Purchases:
You will be required to purchase and pay the fees for the Software in the following circumstances:
i. First Purchase: The Software is available at a one-time fee as listed at https://www.cometchat.com/pricing/self-hosted (“Edition Price“);
ii. Paid Support Service: Upon expiry of the Free Support Term, an additional fee as prescribed by Inscripts from time to time shall be required to be paid in the event you wish to avail services for the Software beyond the Free Support Term;
iii. Payments for Updates: Upon expiry of the Free Update Term, should you choose to update the Software, an additional fee will be charged for each such update and shall be payable to Inscripts as per the applicable terms and conditions. Additional fee may be paid up to 50% of the Edition Price or as prescribed by Inscripts from time to time in this regard (“Update Fee“). Update Fee is inclusive of the fee for the support service provided by Inscripts for the updated versions of the Software only.
14. Suspension, Cancellation And Termination:
14.1 We retain the right to terminate your license to use the Software at any time, in the event of breach of any of the terms and conditions of the EULA, including but not limited to, obscuring or removing any link or copyright/trademark notices as specified in this EULA.
14.2 It is hereby agreed and acknowledged by you that, on expiry or earlier termination of this Agreement, all rights herein granted to the Licensee shall cease and revert to Licensor automatically and the Licensor reserves its rights to remotely disable the Software and/or any of its features thereof without notice or an intimation of its intention to do so.
14.3 It is further agreed and acknowledged by you that in such event of expiry or termination, the license fee paid by you shall forfeit and you shall not be liable to receive any refund from Inscripts.
14.4 Upon termination of this EULA for any reason whatsoever, you shall immediately destroy all copies and all components of the Software and any related documentation or material in your possession and/or return to Inscripts the Software, any related documentations, all copies thereof that you have obtained within 24 (twenty four) from the date/time of termination of this EULA.
14.5 Your continued use of the Software pursuant to receipt of a written notice of termination from Inscripts shall amount to infringement and illegal use of the Software. Given the situation, Inscripts will not hesitate to take strict legal action, both criminal and civil against you, your directors, employees and such persons concerned with the infringement of Inscripts’ copyrights, entirely at your costs and consequences. We also reserved our rights to claim damages and any other relief as entitled in law that we suffer by and/or because of your misuse of the Software in any manner whatsoever.
If any term or provision of this EULA is declared void or unenforceable in a particular situation by any judicial or administrative authority such declaration shall not affect the validity or the enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.
16. Governing Laws and Arbitration:
16.1 In the event of any disputes, differences or claims arising between the Parties in connection with this EULA, during its subsistence or/and after its termination in any manner what so ever, including the validity and/or construction and/or interpretation of any of the clauses hereof or any thing done or omitted to be done pursuant hereto, the parties shall to the extent possible, try to settle the disputes, differences or claims in the first instance by prompt and good faith negotiations between the Parties.
16.2 Pursuant to failing such amicable negotiations, the Parties shall resolve and/or settle the dispute, difference or claims through arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any enactment or modification thereof. Any and all disputes and differences in connection with this EULA or its implementation shall be submitted to a sole arbitrator, who shall be appointed by Inscripts. The venue of the arbitration shall be Mumbai, India and the proceeding shall be conducted in English language. Pending the proceedings of the Arbitration, if any, the Parties hereto shall continue to comply with their respective obligations set out in this EULA.
16.3 This EULA is governed by and is to be construed in accordance with the laws of India. The Parties hereby agree to submit to the jurisdiction of the courts in Mumbai, India only.
16.4 You further agree that any disputes, differences or claims arising with respect to this EULA shall be raised and/or resolved by you only in individual capacity and not as a plaintiff or a class member in any purported class or representative action.
16.5 This clause shall survive the termination of this EULA or the early determination of this EULA.