Please read this End-User License Agreement carefully before you start using our Application(s)/ Software(s)/ Addon(s).
Definitions
For the purposes of this End-User License Agreement:
- “Company” (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to UMS Consultants, Plot No 38/1, Street No 13, MIDC, SATPUR 422007 Nashik India doing business under the trade name: UMS Tech Labs (website URL: https://umstechlabs.com)
- “Application” means the software program/ product/ service provided by the Company which you would use to fulfill your business requirement. These are addons on top of Google Workspace in this context.
- “You” (referred to as either “You” or “Your” in this Agreement) means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable
- “Agreement” means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application
- “Third-Party Services” means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
Acknowledgement
- By using our Application, You are agreeing to be bound by the terms and conditions of this Agreement.
- This Agreement is a legal document between You and the Company and it governs your use of the Application made available to You by the Company.
- The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.
License
- Scope of License The Company grants You a revocable, non-exclusive, non-transferable, limited license to install and use the Application strictly in accordance with the terms of this Agreement.
- You may only use the Application on a Device that You own or control and as per the approved license count.
License Restrictions
You agree not to, and You will not permit others to:
- License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party
- Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application.
Intellectual Property
- The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company.
- The Company shall not be obligated to indemnify or defend You with respect to any claim arising out of or relating to the Application.
Modifications to the Application
- The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.
Updates to the Application
- The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications.
- Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You.
- You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement
Maintenance and Support
- In case of one-time customizations, reasonable support is included for 1 month period (say something we built is not working at all will be covered). In case you’re buying a subscription from UMS, reasonable support is included for the subscription period. We’ll take care of the maintenance of the web service as well for the commitment period. One-time training would be included in the cost. Any additional customizations/ support/ maintenance shall cost extra based on the extra efforts required.
Third-Party Services
- The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.
- You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.
- In case of any 3rd party services (like AWS, GCP, Gmail, Google Drive, SMS, IVR, OBD, Telephony infrastructure, etc) being used, their (3rd Party’s) respective Terms of Services/ charges will apply which can be dealt by you directly with the respective 3rd Party. UMS’ scope is only in terms of the engineering works/ products as outlined in the proposal that would have been shared with you/ the description as given on our website: https://umstechlabs.com
- You must comply with applicable Third parties’ Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties’ Terms and conditions.
Term and Termination
- This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
- This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your Device or from your computer.
- Upon termination of this Agreement, You shall cease all use of the Application and delete all copies of the Application from your Device/ from the Device(s) where the Application was installed
- Termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.
Indemnification
- You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
No Warranties
- You understand and acknowledge that You are availing our Services and transacting with UMS Consultants at your own risk. UMS Consultants’ Services Are Provided “As Is” and heavily depend on 3rd party APIs. We shall neither be liable nor responsible for any actions or inactions of the User. We further expressly disclaim any warranties, conditions, representation and stipulations (express or implied) in respect of quality, reliability, accuracy, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products displayed or transacted on our Website. To The Extent This Disclaimer Conflicts With Applicable Law, The Scope And Duration Of Any Applicable Warranty Will Be The Minimum Permitted Under That Law.
Limitation of Liability
- Since we heavily depend on 3rd party APIs, UMS Consultants (UMS Tech Labs) Will Not Be Liable to you or any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, any interruption of business, Or Indirect, Special, Incidental, Consequential, Exemplary, Or Punitive Damages, even If UMS Consultants And Affiliates Have Been Advised Of, Knew Or Should Have Known That Such Damages Were Possible And Even If Direct Damages Do Not Satisfy A Remedy. UMS Consultants’ Total Cumulative Liability To You Or Any Other Party For Any Loss Or Damages Resulting From Claims, Demands, Or Actions Arising Out Of Or Relating To using UMS Services Will Not Be In Excess Of 20 % of The Amounts Paid By You During The (1) Month Preceding The Incident Or Claim.
Severability and Waiver
- 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.
- Waiver
- Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
Changes to this Agreement
- The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. What constitutes a material change will be determined at the sole discretion of the Company. By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised Agreement.
Governing Law, Dispute Resolution and Jurisdiction
- This Agreement and any Work/ Purchase Orders issued to the Company shall be governed and construed in accordance with the laws of India and the Parties hereby irrevocably submit to the jurisdiction of the courts of Nashik, Maharashtra, India subject to the arbitration provisions below.
- In case of a dispute, claim or controversy arising out of or in connection with this Agreement or any Work/ Purchase Order, including any question regarding its existence, validity or termination, authorized representatives, both the Parties shall attempt to resolve such dispute, claim or controversy through discussions. If such dispute, claim or controversy cannot be resolved amicably within thirty (30) days of either Party giving written notice thereof to the other Party, it shall be referred to and finally resolved exclusively by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996 (as restated or amended from time to time) (“Act”).
- The venue and seat of the arbitration shall be Nashik, Maharashtra, India. The tribunal shall consist of a sole arbitrator appointed under the Act. All costs of the arbitration are to be shared equally by both Parties. The language of the arbitration shall be English.
Entire Agreement
- The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company. You may be subject to additional terms and conditions that apply when You use or purchase other Company’s services, which the Company will provide to You at the time of such use or purchase.