Last Revised: 2022-07-13 19:02:00
This END-USER LICENSE AGREEMENT ("Agreement") is between Yavda Analytics Private Limited ("we", "us", "our" or “Licensor”)
and you (“you”, "your" or “Customer”) and governs your use of Offerings purchased through our website, Microsoft Azure Marketplace
and AppSource Marketplace (collectively, “Marketplace”) or direct transactions with us.
This Agreement is the parties’ entire agreement on this subject and merges and supersedes all related prior
and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have
the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies
to all Orders entered into under this Agreement. Capitalized terms have the meanings given under
1. License to Offerings
a. License grant.
Offerings are licensed and not sold. Upon our acceptance of an Order, and
subject to Customer’s compliance with this Agreement, Licensor grants Customer a nonexclusive
and limited license to use the ordered Offerings. These licenses are solely for Customer’s use
and business purposes and are nontransferable except as expressly permitted under this Agreement
or applicable law.
b. Duration of Licenses.
Licenses granted on a subscription basis expire at the end of the applicable
subscription period set forth in the Order unless renewed. All other licenses become perpetual upon payment in full.
c. End Users. Customer will control access to and use of the Offerings by End Users and is responsible
for any use of the Offerings that does not comply with this Agreement.
d. Affiliates. Customer may order Offerings for use by its Affiliates. If it does, the licenses granted to
Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right
to enforce this Agreement against us. Customer will remain responsible for all obligations
under this Agreement and its Affiliates’ compliance with this Agreement and any applicable
e. Reservation of Rights. We reserve all rights not expressly granted in this Agreement.
Offerings are protected by copyright and other intellectual property laws and international treaties.
No rights will be granted or implied by waiver or estoppel. Rights to access or use Offerings on a
device do not give Customer any right to implement our patents or other intellectual
property in the device itself or any other software or devices.
f. Restrictions. Except as expressly permitted in this Agreement, Documentation or an Order,
Customer must not (and is not licensed to):
(1) copy, modify, reverse engineer, decompile, or disassemble any Offering, or attempt to do so;
(2) install or use any third-party software or technology in any way that would subject our intellectual property or technology to any other license terms;
(3) work around any technical limitations in an Offering or restrictions in Documentation;
(4) separate and run parts of an Offering on more than one device;
(5) upgrade or downgrade parts of an Offering at different times;
(6) use an Offering for any unlawful purpose;
(7) transfer parts of an Offering separately; or
(8) distribute, sublicense, rent, lease, or lend any Offerings, in whole or in part, or use them to offer hosting services to a third party.
g. License transfers. Customer may only transfer fully-paid, perpetual licenses to (1) an Affiliate or (2)
a third party solely in connection with the transfer of hardware to which, or employees to whom,
the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a
merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and
discontinue using the licensed Offering and render any copies unusable. Customer must notify
us of a License transfer and provide the transferee a copy of this Agreement and any other
documents necessary to show the scope, purpose, and limitations of the licenses transferred.
Attempted license transfers that do not comply with this section are void.
h. Feedback. Any Feedback is given voluntarily, and the provider grants the recipient, without
charge, a non-exclusive license under provider’s owned or controlled non-patent intellectual
property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of
recipient’s products and services, in whole or in part, and without regard to whether such Feedback
is marked or otherwise designated by the provider as confidential. The provider retains all other
rights in any Feedback and limits the rights granted under this section to licenses under its owned
or controlled non-patent intellectual property rights in the Feedback (which do not extend to any
technologies that may be necessary to make or use any product or service that incorporates, but
are not expressly part of, the Feedback, such as enabling technologies).
a. EU Standard Contractual Clauses. To the extent applicable, the parties will abide by the
requirements of European Economic Area and Swiss data protection law regarding the collection,
use, transfer, retention, and other processing of Personal Data from the European Economic Area
and Switzerland. All transfers of Customer Data out of the European Union, European Economic
Area and Switzerland will be governed by the Standard Contractual Clauses, as designated by the
European Commission, made available by us at the applicable URL for such terms or as
otherwise communicated to Customer.
b. Personal Data. Customer consents to the processing of Personal Data by us and our Affiliates,
and their respective agents and Subcontractors, as provided in this Agreement. Before providing
Personal Data to us, Customer will obtain all required consents from third parties (including
Customer’s contacts, partners, distributors, administrators, and employees) under applicable
privacy and Data Protection Laws.
c. Processing of Personal Data; GDPR. To the extent Licensor is a processor or subprocessor of
Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and
the parties also agree to the following terms in this subsection (“Processing of Personal Data;
(I) Processor and Controller Roles and Responsibilities. Customer and Licensor agree that
Customer is the controller of Personal Data and Licensor is the processor of such data,
except when (a) Customer acts as a processor of Personal Data, in which case Licensor is
a subprocessor or (b) stated otherwise in any Offering-specific terms. Licensor will process
Personal Data only on documented instructions from Customer. In any instance where the
GDPR applies and Customer is a processor, Customer warrants to Licensor that Customer’s
instructions, including appointment of Processor as a processor or subprocessor, have been
authorized by the relevant controller.
(II) Processing Details. The parties acknowledge and agree that:
(A) the subject-matter of the processing is limited to Personal Data within the scope of the GDPR;
(B) the duration of the processing will be that of the Customer’s right to use the Offering until all Personal Data is deleted or returned in accordance with Customer instructions or the terms of this Agreement;
(C) the nature and purpose of the processing will be to provide the Offering pursuant to this Agreement;
(D) the types of Personal Data processed by the Offering include those expressly identified in Article 4 of the GDPR; and
(E) the categories of data subjects are Customer’s representatives and end users, such as employees, contractors, collaborators, customers, and other data subjects whose Personal Data is contained within any data made available to Licensor by Customer.
(III) Data Subject Rights; Assistance with Requests. Licensor will make information available
to Customer in a manner consistent with the functionality of the Offering and our
role as a processor of Personal Data of data subjects and the ability to fulfill data subject
requests to exercise their rights under the GDPR. Licensor will comply with reasonable
requests by Customer to assist with Customer’s response to such a data subject request. If
Licensor receives a request from Customer’s data subject to exercise one or more of its
rights under the GDPR in connection with an Offering for which Licensor is a data
processor or subprocessor, Licensor will redirect the data subject to make its request
directly to Customer. Customer will be responsible for responding to any such request
including, where necessary, by using the functionality of the Offering. Licensor will comply
with reasonable requests by Customer to assist with Customer’s response to such a data
(IV) Use of Subprocessors. Customer consents to Licensor using the subprocessors listed at
the applicable Licensor URL or as otherwise communicated to Customer. Licensor
remains responsible for its subprocessors’ compliance with the obligations herein.
Licensor may update its list of subprocessors from time to time, by providing Customer at
least 14-days notice before providing any new subprocessor with access to Personal Data.
If Customer does not approve of any such changes, Customer may terminate any
subscription for the affected Offering without penalty by providing, prior to expiration of
the notice period, written notice of termination that includes an explanation of the grounds
(V) Records of Processing Activities. Licensor will maintain all records required by Article
30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on
behalf of Customer, make them available to Customer upon request.
a. Confidential Information. “Confidential Information” is non-public information that is designated
“confidential” or that a reasonable person should understand is confidential, including, but not
limited to, Customer Data, the terms of this Agreement, and Customer’s account authentication
credentials. Confidential Information does not include information that: (1) becomes publicly
available without a breach of a confidentiality obligation; (2) the receiving party received lawfully
from another source without a confidentiality obligation; (3) is independently developed; or (4) is a
comment or suggestion volunteered about the other party’s business, products or services.
b. Protection of Confidential Information. Each party will take reasonable steps to protect the
other’s Confidential Information and will use the other party’s Confidential Information only for
purposes of the parties’ business relationship. Neither party will disclose Confidential Information
to third parties, except to its Representatives, and then only on a need-to-know basis under
nondisclosure obligations at least as protective as this Agreement. Each party remains responsible
for the use of Confidential Information by its Representatives and, in the event of discovery of any
unauthorized use or disclosure, must promptly notify the other party.
c. Disclosure required by law. A party may disclose the other’s Confidential Information if required
by law, but only after it notifies the other party (if legally permissible) to enable the other party to
seek a protective order.
d. Duration of Confidentiality obligation. These obligations apply: (1) for Customer Data, until it is
deleted by Licensor; and (2) for all other Confidential Information, for five years after a
party receives the Confidential Information.
4. Maintenance and Support SLA
a. Support on Services. For issues reported by you, we intend to provide the best support so that you can use
our Services without any problems. In most cases, where feasible, we will provide issue fixes within a reasonable period.
b. Support Limitations. Some of the issues, for instance, certification by Microsoft or
issues caused by a 3rd party library (for instance Plotly) that our product depends on, will
require approval and actions from a 3rd party or parties (Microsoft and Plotly) for which the timeline
is beyond our control.
c. Free and Trial Versions. For Free or Trial version of the Software, for which Customer is not entitled to any Support Services.
5. Verifying Compliance
Customer must keep records relating to Offerings that it and its Affiliates use or distribute. At our expense, we may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, we may engage an independent auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that we or the auditor reasonably requests related to the verification and access to systems running the Offerings. If verification or self-audit reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use. Without limiting our other remedies, if unlicensed use is 5% or more of Customer’s total use of all Offerings, Customer must reimburse us for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Customer price or the maximum allowed under applicable law, if less. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance. Nothing in this section limits Customer’s right to audit us under the GDPR provisions.
6. Representation and warranties
Licensor continuously represents and warrants that:
a. it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement;
b. its performance will not violate any agreement or obligation between it and any third party;
c. the Offering will substantially conform to the Documentation;
d. the Offering will not:
(1) to the best of our knowledge, infringe or violate any third-party patent, copyright, trademark, trade secret, or other proprietary rights; or
(2) contain viruses or other malicious code that will degrade or infect any products, services, software, or Customer’s network or systems, and
e. while performing under this Agreement, we will comply with law, including Data Protection Laws and Anti-Corruption Laws, and will provide training to its employees regarding Anti- Corruption Laws.
Disclaimer. Except as expressly stated in this Agreement, the Offering is provided as is. To the maximum extent permitted by law, Licensor disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance.
7. Defense of third-party claims.
a. By customer Customer will defend Licensor and its Affiliates from and against any and all third
party claims, actions, suits, proceedings arising from or related to Customer’s or any authorized
user’s violation of this Agreement or user terms (a “Claims Against Licensor”) and will indemnify
Licensor and its Affiliates for all reasonable attorney’s fees incurred and damages and other costs
finally awarded against Licensor or its Affiliates in connection with or as a result of, and for amounts
paid by Licensor or its Affiliates under a settlement Customer approves of in connection with a
Claim Against Licensor. Licensor must provide Customer with prompt written notice of any Claims
Against Licensor and allow Customer the right to assume the exclusive defense and control of
the claim, and cooperate with any reasonable requests assisting Customer’s defense and settlement
of such matter.
b. By Licensor Licensor will defend Customer from and against any and all third-party claims,
actions, suits, proceedings, and demands alleging that the use of the Offering as permitted under
the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim
Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and
damages and other costs finally awarded against Customer in connection with or as a result of, and
for amounts paid by Customer under a settlement Licensor approve of in connection with a Claim
Against Customer; provided, however, that the Licensor has no liability if a Claim Against Customer
arises from: (1) Customer Data or non-Licensor products, including third-party software; and (2)
any modification, combination or development of the Offering that is not performed or authorized
in writing by Licensor, including in the use of any application programming interface (API).
Customer must provide Licensor with prompt written notice of any Claim Against Customer and
allow Licensor the right to assume the exclusive defense and control, and cooperate with any
reasonable requests assisting our defense and settlement of such matter. This section states
Licensor sole liability with respect to, and Customer’s exclusive remedy against Licensor for, any
Claim Against Customer
c. Notwithstanding anything contained in the above subsections (a) and (b), (1) an indemnified party
will always be free to choose its own counsel if it pays for the cost of such counsel; and (2) no
settlement may be entered into by an indemnifying party, without the express written consent of
the indemnified parties (such consent not to be unreasonably withheld), if: (A) the third party
asserting the claim is a government agency; (B) the settlement arguably involves the making of
admissions by the indemnified parties; (C) the settlement does not include a full release of liability
for the indemnified parties; or (D) the settlement includes terms other than a full release of liability
for the indemnified parties and the payment of money.
8. Limitation of liability.
For each Offering, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Offerings during the term of the applicable licenses, subject to the following:
a. Subscriptions For Offerings ordered on a subscription basis, our maximum liability to
Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the
Offering during the 12 months before the incident
b. Free Offerings and distributable code For Offerings provided free of charge and code that
Customer is authorized to redistribute to third parties without separate payment to Licensor,
our liability is limited to direct damages finally awarded up to US$5,000.
c. Exclusions In no event will either party be liable for indirect, incidental, special, punitive, or
consequential damages, or loss of use, loss of profits, or interruption of business, however caused
or on any theory of liability.
d. Exceptions No limitation or exclusions will apply to liability arising out of either party’s: (1)
confidentiality obligations (except for liability related to Customer Data, which will remain subject
to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s
intellectual property rights.
9. Using our Offerings.
b. Responsibility of Visitors and Users. We haven’t reviewed, and can’t review, all of the content (like data, charts, and other materials) posted to or made available through our Services by users or anyone else (“Content”). So, for example:
c. pbivizedit.com Website, custom visuals and Accounts. pbivizedit.com enables you to create beautiful and insightful custom visuals, and we would love for you to use it. A pbivizedit.com account allows you to sign into our PBIVizEdit Services. pbivizedit.com’s custom visuals are free for Power BI Desktop use, and we offer paid plans that add additional environments like Power BI Pro, Power BI Premium, Power BI Embedded, Power BI Report Server and Power BI Web in addition to ability for customizing a visual. If you choose our editor to create custom visuals, you would be required to upload sample data or actual data as per your choice. We don't own your data, and you retain all ownership rights you have in the data you upload on our website. Even though we securely store any data upload by you, we recommend using sample, non-confidential data for the purpose of creating these custom visuals on our Editor. Our custom visuals are bound by constraints and limitations that Microsoft imposes on our custom visuals either directly or indirectly. We are forced to operate within the guidelines and restrictions imposed by Microsoft, and for that reason, if Microsoft decides to remove, delete or make obscure a feature or property, our custom visuals will follow suit. By using our custom visual, you understand and accept this limitation in our products and services.
d. pbivizedit.com as a plugin to a Third Party Service. Our services are a plug-in to the Power BI service provided by Microsoft Corporation. The use of our Services requires that you have an active license for Power BI which you must purchase separately (Third Party Service). You understand that our Services are an add-on software developed using the Third Party Service’s Software Development Kit (SDK), and follows the Third Party Service protocols (https://docs.microsoft.com/enus/power-bi/developer/visuals/power-bi-custom-visuals).
e. Open Source Software Licenses. Our Services use open source software components listed in open source attribution You acknowledge and agree that it is also subject to the license terms of each such component.
f. Reseller terms. If you are purchasing on behalf of another entity with authorization from the said entity, you must use that entity’s details during the purchase and have the license issued to said entity. This will allow the final buyer to avail support from us. Instead, if you provide your organization details during the purchase the sale will be in your name and we cannot guarantee transfer of licenses for the duration of the purchase. However, you can make any necessary changes during the subsequent annual renewal of the licenses by giving at least 30 days and no more than 60 days written notice to us to make that change.
g. Use in Microsoft Appsource. Publishing our custom visuals or custom visuals that were generated using our editor, to the Microsoft Appsource (appsource.microsoft.com) is not permitted, unless approved by us in writing.
h. Use in public websites or materials. You can purchase appropriate license to use our custom visuals (Services) on publicly available media and channels, including but not limited to websites on the internet, your own corporate website that are not restricted to your own employees, Power BI dashboards and .pbix files published to the web or shared with parties external to your organization (governed by our reseller terms above). Sharing our Services on public media without the appropriate paid license is a violation our Terms of Service.
i. Compatibility, access, updates, and support. When you purchase Paid Services for pbivizedit.com, you’ll receive access to any necessary downloads along with updates and support for those Paid Services for a period of one year, starting on the date of your purchase. Once your year is up, you’ll need to renew your subscription if you’d like continued access to updates or support, or if you need to download any files again. Please see our Support Policy for more information.
We may from time to time in our sole discretion develop and provide
Software updates, which may include upgrades, bug fixes, patches, other
error corrections, and/or new features (collectively, including related
documentation, "Updates"). Updates may also modify or delete in their
entirety certain features and functionality.
Based on your Device settings, when your Device is connected to the internet either:
the Software will automatically download and install all available Updates; or
you may receive notice of or be prompted to download and install available Updates.
k. Availability of Website
Subject to the terms and conditions of this Agreement and our policies, we shall use commercially reasonable efforts to attempt to provide our website on 24/7 basis. You acknowledge and agree that from time to time this Software may be inaccessible for any reason including, but not limited to, periodic maintenance, repairs or replacements that we undertake from time to time, or other causes beyond our control including, but not limited to, interruption or failure of telecommunication or digital transmission links or other failures.
You acknowledge and agree that we have no control over the availability
of the website on a continuous or uninterrupted basis, and that we
assume no liability to you or any other party with regard thereto.
10. Pricing and Payment.
a. Fees for Paid Services. Some of our Services are offered for a fee, like certain pbivizedit.com plans or Services (collectively, “Paid Services”). This section applies to any purchases of Paid Services.
By using a Paid Service, you agree to pay the specified fees. Depending on the Paid Service, there may be one-time fees or recurring fees. For recurring fees (subscriptions), your subscription begins on your purchase date, and we’ll bill or charge you in the automatically-renewing interval (such as monthly, annually, or biennially) you select, on a pre-pay basis until you cancel, which you can do at any time by contacting the relevant support team.
b. Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include applicable federal, provincial, state, local or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges (“Taxes”). The Customer is responsible for paying all applicable Taxes relating to its use of our Services, its payments, or its purchases. If we are obligated to pay or collect Taxes on the fees the Customer has paid or will pay, the Customer is responsible for those Taxes, and we may collect payment from the Customer.
c. Payment. The Customer must provide accurate and up-to-date payment information. By providing payment information, the Customer authorizes us to store it until the Customer requests deletion. If the Customer's payment fails, we suspect fraud, or Paid Services are otherwise not paid for or paid for on time (for example, if the Customer contacts its bank or credit card company to decline or reverse the charge of fees for Paid Services), we may immediately cancel or revoke the Customer's access to Paid Services without notice to the Customer. The Customer authorizes us to charge any updated payment information provided by Customer's bank or payment service provider (e.g., new expiration date) or other payment methods provided if we can't charge the Customer's primary payment method.
d. Automatic Renewal. By enrolling in a subscription, Customer authorizes us to automatically charge the then-applicable fees and Taxes for each subsequent subscription period until the subscription is cancelled. If Customer received a discount, used a coupon code, or subscribed during a free trial or promotion, the paid subscription will automatically renew for the full price of the subscription at the end of the discount period. This means that unless Customer cancels a subscription, it'll automatically renew and we will charge Customer payment method(s). Customer must cancel at least one month before the scheduled end date of any annual subscription and at least 24 hours before the end of any shorter subscription period. The date for the automatic renewal is based on the date of the original purchase and cannot be changed. If Customer has purchased access to multiple services, there may be multiple renewal dates.
You can get information on your renewal date(s), cancel, or manage subscriptions by contacting the support team.
e. Fees and Changes. We may change our fees at any time in accordance with these Terms and requirements under applicable law. This means that we may change fees going forward, start charging fees for Services that were previously free, or remove or update features or functionality that were previously included in the fees. If the Customer doesn’t agree with the changes, the Customer must cancel their Paid Service.
f. Refunds. We may have a refund policy for some of our Paid Services, and will also provide refunds if required by law. In all other cases, there are no refunds and all payments are final.
g. European Users. The Customer has the right to withdraw from the transaction within fourteen (14) days from the date of the purchase without giving any reason as long as the purchase was not of a customized nature, the service has not been fully performed, or subject to other limitations as permitted by law. For digital content, Customer agrees that any purchase of digital content will be made available to them immediately and as a result they waive any right of withdrawal to such content.
If the Customer cancels this contract, we will reimburse all payments we have received from Customer, including delivery costs (with the exception of additional costs resulting from the fact that Customer has chosen a type of delivery other than the most favorable standard delivery offered by us), without undue delay and no later than within fourteen days(14) from the day on which we received the notification of cancellation of this contract. For this repayment, we will use the same means of payment that the Customer used for the original transaction, unless expressly agreed otherwise with Customer; Customer will not be charged for this repayment. If Customer has requested that we begin our services during the withdrawal period, Customer will pay us a reasonable amount corresponding to the services already provided up to the time Customer notifies us, in writing, of the exercise of the withdrawal right compared to the total scope of the services provided for in the contract. If Customer cancels its contract with us, Customer will refrain from using the digital content or digital services or making them available to third parties.
The Customer may exercise its right to withdrawal by sending a clear, written request to: support@PBIVizEdit.com
11. Term and Termination.
a. Term This Agreement is effective until terminated by a party, as described below. The term for
each Order will be set forth therein.
b. Termination without Cause Unless otherwise set forth in an Order, either party may terminate
this Agreement or any Order without cause on 60 days’ notice. Termination without cause will not
affect Customer’s perpetual licenses, and licenses granted on a subscription basis will continue for
the duration of the subscription period(s), subject to the terms of this Agreement. we will not
provide refunds or credits for any partial subscription period(s) if the Agreement or an Order is
terminated without cause.
c. Termination for Cause Without limiting other remedies it may have, either party may terminate
this Agreement or any Order immediately on notice if (i) the other party materially breaches the
Agreement or an Order, and fails to cure the breach within 30 days after receipt of notice of the
breach; or (ii) the other party becomes Insolvent. Upon such termination, the following will apply:
(1) All licenses granted under this Agreement will terminate immediately except for fully-paid, perpetual licenses.
(2) All amounts due under any unpaid invoices will become due and payable immediately. For metered Offerings billed periodically based on usage, Customer must immediately pay for unpaid usage as of the termination date.
(3) If Licensor is in breach, Customer will receive a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.
d. Suspension We may suspend use of the Offering without terminating this Agreement during
any period of material breach. We will give Customer reasonable notice before suspending
the Offering. Suspension will only be to the extent reasonably necessary.
e. Survival The terms of this Agreement, including the applicable Order, that are likely to require
performance, or have application to events that may occur, after the termination or expiration of
this Agreement or any Order, will survive termination or expiration, including all indemnity
obligations and procedures.
a. Entire Agreement. This Agreement supersedes all prior and contemporaneous communications,
whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict
between any parts of this Agreement, the following order of precedence will apply:
(2) this Agreement;
(3) Service Level Agreement (SLA); and
b. Independent contractors. The parties are independent contractors. Customer and Licensor each
may develop products independently without using the other’s Confidential Information.
c. Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote
the services of others.
d. Amendments. Unless otherwise agreed in a writing signed by both parties, any changes made to
the terms of this Agreement, including privacy terms, become applicable only after expiry of the existing term,
or upon renewal for a new term.
e. Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other
party in writing of the assignment. Customer consents to the assignment to an Affiliate or third
party, without prior notice, of any rights we may have under this Agreement to receive
payment and enforce Customer's payment obligations, and all assignees may further assign such
rights without further consent. Furthermore, either party may assign this Agreement without the
consent of the other party in connection with a merger, reorganization, acquisition, or other transfer
of all or substantially all of such party’s assets. Any other proposed assignment of this Agreement
must be approved by the non-assigning party in writing. Assignment will not relieve the assigning
party of its obligations under the assigned Agreement. Any attempted assignment without required
approval will be void.
f. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement
will remain in full force and effect.
g. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver
must be in writing and signed by the waiving party.
h. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights
except as expressly provided by its terms
i. Notices. Notices must be in writing and will be treated as delivered on the date received at the
address, date shown on the return receipt, email transmission date, or date on the courier or fax
confirmation of delivery. Notices to us must be sent to the address stated in the Order.
Notices to Customer will be sent to the individual at the address Customer identifies on its account
as its contact for notices. We may send notices and other information to Customer by email
or other electronic form.
j. Applicable law.
(1) United States and Canada. If you acquired the Offering in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place of business is located) govern the interpretation of these terms, claims for breach of them, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles.
(2) Outside the United States and Canada. If you acquired the Offering in any other country, the laws of that country apply
k. Order of Precedence. The body of this Agreement will take precedence over any conflicting terms
in other documents that are part of this Agreement that are not expressly resolved in those
documents. Terms in an amendment control over the amended document and any prior
amendments concerning the same subject matter
l. Government Procurement Rules. By accepting this Agreement, Customer represents and warrants
that: (1) it has complied and will comply with all applicable government procurement laws and
regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all
applicable procurement requirements.
m. Compliance with laws. We will comply with all laws and regulations applicable to its
provision of the Offerings. We will obtain and maintain any approvals, licenses, filings, or
registrations necessary to its performance, and will comply with all law (including law related to
export, corruption, money laundering, or any combination of these). Customer must also comply
with laws applicable to their use of the Offerings.
n. Construction. Neither party has entered this Agreement in reliance on anything not contained or
incorporated in it. This Agreement is in English only. Any translation of this Agreement into another
language is for reference only and without legal effect. If a court of competent jurisdiction finds any
term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to
make it enforceable, and the rest of the Agreement will be fully enforced to effect the parties’ intent.
Lists of examples following “including”, “e.g.”, “for example”, or the like are interpreted to include
“without limitation,” unless qualified by words such as “only” or “solely.” This Agreement will be
interpreted according to its plain meaning without presuming that it should favor either party.
Unless stated or context requires otherwise:
(1) all internal references are to this Agreement and its parties;
(2) all monetary amounts are expressed and, if applicable, payable, in U.S. dollars;
(3) URLs are understood to also refer to successors, localizations, and information or resources linked from within websites at those URLs;
(4) a party’s choices under this Agreement are in its sole discretion, subject to any implied duty of good faith;
(5) “written” or “in writing” means a paper document only, except where email is expressly authorized;
(6) “days” means calendar days;
(7) “may” means that the applicable party has a right, but not a concomitant duty,
(8) “partner,” if used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership;
(9) “current” or “currently” means “as of the Effective Date” but “then-current” means the present time when the applicable right is exercised or performance rendered or measured;
(10) “notify” means to give notice under subsection (i) above; and
(11) a writing is “signed” when it has been hand-signed (i.e., with a pen) or signed via an electronic signature service by a duly authorized representative of the signing party
“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party.
“Anti-Corruption Laws” means all laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act.
“Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.
“Confidential Information” is defined in the “Confidentiality” section.
“Customer Data” means all data, including all text, sound, software, image or video files that are provided to Licensor or its Affiliates by, or on behalf of, Customer and its Affiliates through use of the Offering. Customer Data does not include Support Data. “Support Data” means all data, including all text, sound, video, image files, or software, that are provided to Licensor by or on behalf of Customer (or that Customer authorizes Licensor to obtain from an Offering) through an engagement with Licensor to obtain technical support for the Offering covered under this Agreement.
“Data Protection Law” means any law applicable to Licensor or Customer, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
“Documentation” means all user manuals, handbooks, training material, requirements, and other written or electronic materials Licensor makes available for, or that result from use of, the Offering.
“End User” means any person Customer permits to use an Offering or access Customer Data.
“Feedback” means ideas, suggestions, comments, input, or know-how, in any form, that one party provides to the other in relation to recipient’s Confidential Information, products, or services. Feedback does not include sales forecasts, future release schedules, marketing plans, financial results, and high-level plans (e.g., feature lists) for future products.
“Insolvent” means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its (i.e., the non-terminating party’s) assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.
“Offering”, "Software", "Product", "Services" means all services, websites (including hosting), solutions, platforms, and products identified in an Order and that Licensor makes available under or in relation to this Agreement, including the software, equipment, technology, and services necessary for Licensor to provide the foregoing. Offering availability may vary by region.
“Order” means an ordering document used to transact the Offering via the Marketplace, Licensor's website or through direct interaction.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants.
“Standard Contractual Clauses” means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR.
“Subcontractor” means any third party: (1) to whom Licensor delegates its obligations under this Agreement, including a Licensor Affiliate not contracting directly with Customer through an Order; or (2) who, in performing under a contract between it and Publisher or a Licensor Affiliate, stores, collects, transfers or otherwise processes Personal Data (obtained or accessed in connection with performing under this Agreement) or other Customer Confidential Information.
“use” means to copy, download, install, run, access, display, use or otherwise interact with.
14. CONTACT INFORMATION
If you have any questions about this EULA agreement, please contact us by email or regular mail at the following address:
Yavda Analytics Private Limited Flat A-107, Gourishankar Residency, Laxmivihar, Bhubaneswar, Odisha, India 751005 email: email@example.com