End-User License Agreement (EULA)
Last updated:
25th Feb 2025, 6:40 PM
This End-User License Agreement (“Agreement”) is between you (“You/ Your”) and Devtron Inc. (“Devtron”) and governs Your use of the Software.
WHERE AS:
A.
The Software made available by Devtron to You herein is licensed, not sold, to you. the Software is deemed to be delivered and accepted by You on the date it is made available for activation.
B.
You agree to be bound by the terms of this Agreement from the acceptance date. by activating or using the Software, You signify Your consent to the terms of this Agreement.
C.
In case You are accepting this Agreement on behalf of another person or end- user, You represent and warrant that You have the full authority to bind that person or end- user to this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.
D.
In case You do not agree to the terms of this Agreement, You must not activate or use the Software. except as expressly stated in this Agreement, the license fee paid hereunder by You is not refundable under any circumstances whatsoever. Further, the license fee at which You have procured the Software from Devtron may vary with the license fee at which the Software is available for supply by Approved Source or any third party; and this pricing difference does not entitle You to seek a refund of the license fee.
E
Devtron retains the right to deny access to the Software to anyone who has violated any of the terms of this Agreement.
DEFINITIONS AND INTERPRETATION
1.1
In this Agreement, the following words and expressions shall have the following meaning:
“Affiliate(s)” means, with respect to Devtron, an entity that then is directly or indirectly controlled by Devtron, and here “control” means an ownership, voting or similar interest representing 50% ( Fifty Percent) or more of the total interests then outstanding of that entity.
“Approved Source means Devtron or a Devtron authorized reseller, distributor or systems integrator.
“Authorized User(s)” means the individuals You authorize to access the Software, on Your behalf.
“Confidential Information” means any information (regardless of the form of disclosure or the medium used to store or represent it) of a party (Disclosing Party), including trade secrets and technical, financial or business information, data, ideas, concepts or know-how, that:
(a) is designated as “confidential” or by similar words by the Disclosing Party at the time of disclosure and, if oral or visual, is confirmed as confidential by the Disclosing Party in writing within 15 (Fifteen) days of disclosure; or
(b) the receiving party (Recipient) should reasonably have considered to be confidential under the circumstances surrounding disclosure.
“Customer Data” shall mean such information and data that You provide to Devtron or that the Software may or may not collect from Your system(s), necessary for the limited purpose in connection with Your use of the Software, including Your name, contact information, email address, phone number and mode of payment. Customer Data does not include Your personal information consisting of information relating to passwords, financial information such as bank account or credit card or debit card or other payment instrument details and biometric information.
“Documentation” shall mean any explanatory materials, such as user manuals, training materials, product guide, product descriptions, policies, data sheets, specifications regarding the implementation and use of Software that may be provided by Devtron with the Software.
“Purchase Order” shall mean one or more of the following applicable documents which further defines Your rights to the Software, Product Entitlement and any License Fee, including, but not limited to: (a) Devtron confirmation document (including sales invoice provided to You by Approved Source) issued by Devtron; or (b) an authorized Devtron e-mail confirming purchase of license to the Software; or (c) an order confirmation receipt, that accompanies, precedes or follows this Agreement.
“Force Majeure Event” means any event beyond a party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, pandemic, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage.
“Intellectual Property Rights” shall mean all rights in and in relation to, all intellectual property, whether or not filed, perfected, registered or recorded and whether now or hereafter subsisting, filed, issued or acquired, including all patents, patent applications, moral rights, trademarks, trade names, service marks, service names, brand names, internet domain names and world wide web (WWW) URLs and sub-domains, inventions, processes, formulae, copyrights, business and product names, logos, slogans, trade secrets, industrial models, formulations, processes, designs, database rights, methodologies, computer programs (including all source codes), technical information, manufacturing, engineering and technical drawings, know-how, all pending applications for and registrations of patents, entity models, trademarks, designs and sub-domains and all other intellectual property or similar proprietary rights of whatever nature (whether registered or not and including rights of privacy and publicity, rights to publish information and content in any media, applications to register or rights to apply for registration) in each case anywhere in the world.
“License” shall mean a license granted to You under Clause 2.1 of this Agreement.
“License Fee” shall mean such fees paid by You to the Approved Source for availing license to use the Software in accordance with this Agreement.
“License Key” shall mean a unique serial number that enables You to activate the Software.
“Open Source Software” means any software that is licensed under open source license terms that require as a condition of use, modification or distribution of a work: (i) the making available of source code or other materials preferred for modification, or (ii) the granting of permission for creating derivative works, or (iii) the reproduction of certain notices or license terms in derivative works or accompanying documentation, or (iv) the granting of a royalty-free license to any party under IPR regarding the work or any work that contains, is combined with, requires or otherwise is based on the work.
“Product Entitlement” shall mean and include details in relation to the Software such as the name of respective Software licensed to You, license detail, duration and quantity, as set forth in the Purchase Order.
“Software” shall mean the software as mentioned in the Purchase Order, that is:owned by Devtron and Licensed to You pursuant to the terms and conditions of this Agreement; and includes any subsequent renewal of License to the Software, add-ons, additional features, functionality, Updates and Upgrades to the Software.
“Support” shall mean such technical support provided by Devtron to You in relation to the Software, which may or may not be chargeable to You.
“Updates” shall mean corrections, improvements, modifications, revisions, patches, fixes, maintenance packs, add-on to the Software and so forth.
“Upgrades” shall mean any correction, improvement, modification or enhancements in the form of new version of the Software.
“You/Your” shall mean the individual or end-user that is licensed or authorized to use the Software under this Agreement.
1.2
In this Agreement, unless a contrary intention appears:
(a) A reference to a party includes its executors, administrators, successors and permitted assigns;
(b) Headings are for ease of reference only and do not affect the interpretation or meaning of this Agreement;
(c) The singular includes the plural and vice versa and words importing a gender include other genders;
(d) Other grammatical forms or parts of speech of defined words or phrases have corresponding meanings;
(e) A reference to a clause, paragraph, exhibit, schedule or other annexure is a reference to a clause or paragraph of or exhibit, schedule or annexure to this Agreement;
(f) The words “include”, “including”, “such as” and similar expressions are not used as, nor are intended to be, interpreted as words of limitation; and
(g) The meaning of this Agreement shall be interpreted based on its entirety and not just isolated parts.
SCOPE OF LICENSE
2.1
Right to use the Software: Subject to Your purchase of a License to the Software from an Approved Source and compliance with the provisions of this Agreement, Devtron grants You a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software and related Documentation solely for Your personal use in accordance with and for the Term specified in this Agreement and supplemental terms, if any. In this Agreement, the right to use the Software includes the right to activate and access the Software. Any Updates and Upgrades that You may receive become part of the Software and the terms and conditions of this Agreement apply to them.
2.2
Product Entitlement and Multiple platforms / bundles: The use of the Software depends on the licenses purchased (e.g. multiple users) and is subject to Product Entitlement. If the Software supports multiple platforms or if You receive the Software bundled with other software, the total number of devices on which all versions of the Software is installed may not exceed Your Product Entitlement.
2.3
Accessibility: Certain features of the Software may not be available in all jurisdictions, for all devices or in all languages irrespective of webpages describing the Software to be accessible worldwide. The version of the Software may differ for various factors such as the jurisdiction from which You access the Software and the device You use; and therefore, Devtron is under no obligation to make any features of the Software available in Your jurisdiction. It is Your sole responsibility to obtain, download, and install the appropriate version according to the actual device conditions of Your jurisdiction.
2.4
Term: The license to the Software is effective for the subscription period for which You have availed the Software as set out in Product Entitlement. Your license begins on the date the Software is made available for activation and continues until terminated in accordance with this Agreement or until the end of the subscription period, whichever is earlier.
2.5
Authorized Users: You may allow Authorized Users to use the Software solely on Your behalf. You are responsible for ensuring that Authorized Users comply with the terms of this Agreement and You are fully liable for any breach of the same by such Authorized Users. You shall provide a written notice to Devtron in the event the Authorized Users would be using the Software on Your behalf.
2.6
Verification: Devtron reserves the right to use such means and verification procedures to verify the validity of the License and legality of the copy of the Software installed and used on your device / computer. The Software can transmit license information needed to confirm the legitimacy of the Software to Devtron.
2.7
Representations and Warranties: You represent and warrant that all information that You provide to Devtron is accurate, complete and correct and that You have the right to provide such information to Devtron in connection with Your access to and use of the Software.
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
3.1
The Software and Documentation, all copies and portions thereof, and all Updates, Upgrades or improvements, enhancements, modifications and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of Devtron.
3.2
Your rights to use the Software and Documentation shall be limited to those expressly granted in this Agreement and any Purchase Order. No other rights with respect to the Software or any related Intellectual Property Rights are implied. You are not authorized to use (and shall not permit any third party to use) the Software, Documentation or any portion thereof except as expressly authorized by this Agreement or the Purchase Order.
3.3
Devtron reserves all rights not expressly granted to You. Devtron does not transfer any ownership or intellectual property rights in the Software, and You acknowledge that the License, issued under this Agreement only provides You with the right of limited use under the terms and conditions of this Agreement. You authorize Devtron to use any feedback and ideas You provide in connection with Your use of the Software for any purpose. You agree and acknowledge that by submitting ideas or feedback to Devtron, the intellectual property in such ideas or feedback become the sole and exclusive property of Devtron.
LICENSE RESTRICTIONS
4.1
You must not, and must not cause or allow any third party to:
(a) decompile, disassemble or reverse-engineer the Software, or create or recreate the source code for the Software;
(b) remove, erase, obscure or tamper with any copyright or any other product identification or proprietary rights notices, seal or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or Documentation; or fail to preserve all copyright and other proprietary notices in all copies You make of the Software and Documentation;
(c) lease, lend or use the Software for timesharing or service bureau purposes; sell, market, license, sublicense, distribute or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise;
(d) emulate, clone, exploit, modify, adapt, tamper with, translate or create Derivative Works of the Software or the Documentation; combine or merge any part of the Software or Documentation with or into any other software or documentation; or refer to or otherwise use the Software as part of any effort to develop software (including any routine, script, code, or program) having any functional attributes, visual expressions or other features similar to those of the Software to compete with Devtron;
(e) transfer or sublicense Software or Documentation to any third party, except as expressly permitted in Clause 13.2 (Assignment);
(f) not provide the activation code and License Key to Authorized Users or third parties;
(g) not allow third parties or Authorized Users access to the activation code, and License Key and deemed confidential data of Devtron;
(h) not make any false or inaccurate representations to any person concerning the Software;
(i) not reduce any part of the Software to human readable form;
(j) run or operate the Software in conflict with the terms and restrictions of the Software’s licensing model, other requirements specified in Devtron’s product guide or with third party products or service offerings that Devtron has not identified as compatible with the Software;
(k) violate or circumvent any technological restrictions within the Software.
(l) use the Software to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement. Any such unauthorized use of the Software shall result in immediate termination of this Agreement and the License granted hereunder and may result in criminal and civil prosecution against You.
THIRD PARTY PRODUCTS
If You use the Software in conjunction with third-party products, You are responsible for complying with the third-party providers’ terms and conditions and privacy policies, and all such use is solely at Your risk. Devtron does not provide ongoing integration support for products that are owned by third party or not a native part of the Software and is not responsible for the functionality of third party operating systems which may be used by You for operating the Software. In order to ensure the Software’s seamless interface and uninterrupted compatibility with Your operating system, on which the Software relies to function, Devtron reserves the right, in its sole discretion and without any notice, to carry out backend change of any nature at any time, to the build or version of the Software licensed to You. In the event the Software detects certain other third party products installed on Your system or device as incompatible (“Incompatible Programs”) with the Software, the Software may recommend You to perform certain actions in connection with such Incompatible Programs. Notwithstanding any recommendation by the Software or Devtron on action to be carried out by You regarding the Incompatible Programs, You hereby agree that it is Your sole decision and responsibility, without any liability to Devtron, to choose either of required action for Incompatible Programs out of the alternatives provided. In order to fully use certain functionalities of the Software, it shall be Your sole decision and responsibility to unblock few third party domains and ports on Your system or device without any liability to Devtron.
CONFIDENTIAL INFORMATION, INFORMATION COLLECTION AND CUSTOMER DATA
6.1
Confidential Information: Recipient shall hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party. Recipient’s non-disclosure obligation shall not apply to information which: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. Recipient may disclose Discloser’s Confidential Information if required pursuant to a regulation, law or court order; provided that, Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon reasonable request of Discloser, Recipient shall either return, delete or destroy all Confidential Information of Discloser and certify the same in writing.
6.2
Information Collection: When activating the Software, You agree to provide the following information during the use of the Software automatically:
(a) The version of the installed Software, including the Updates, installation ID and information about current License;
(b) The operating system version;
(c) Identifiers of the Software components that are active at the time of information provision.
(d) To improve (i) security awareness about new threats and their sources and (ii) Your security protection level, Devtron, with Your consent may collect information regarding threats, security information and allied computer / device environmental information for the cloud offerings of Devtron, if any.
(e) You further acknowledge and agree that: (i) any information voluntarily provided by You to Devtron, can be used to track and publish reports on security risk trends in Devtron’s sole and exclusive discretion; and (ii) Devtron will collect certain telemetry data for the software settings, for the sole purpose of internal analysis and in order to improve the functionality of software.
6.3
Collection of User Journey Telemetry Data and Feature Level Telemetry Data: For the purpose of improving the features and functionality of the Software, You hereby authorize and explicitly consent Devtron’s collection of certain statistical data on anonymous basis in connection with : (i) Your specific usage, deployment, preferences and user experience regarding the Software (“User Journey Telemetry Data”); and (ii) identifying technical parameters associated with the Software (“Feature Level Telemetry”). For the avoidance of doubt, it is clarified that any collection of User Journey Telemetry Data and Feature Level Telemetry Data shall neither include any passwords, scripts, personally identifiable, confidential, or sensitive information nor shall it be otherwise used to identify You.
6.4
How Devtron uses Your Data: Devtron collects, processes and uses Customer Data which is necessary to provide Support, deliver, analyze, and improve the Software and as otherwise permitted, from time to time, by applicable data privacy laws (including but not limited to Information Technology Act, 2000 and Rules made thereunder or equivalent law applicable in the jurisdiction mentioned under Clause 13.9 (Governing Law and Jurisdiction)), this Agreement and Devtron’s privacy policy .The Customer Data collected from You is stored or retained by Devtron for the purposes of record-keeping and renewal communication or social media marketing campaigns for License or any offer / scheme in relation to the Software or other products of Devtron. For the limited purpose of sending You the License renewal communication, Devtron may make available Customer Data to the Approved Source from whom You have purchased the License. Unless otherwise required by applicable law or by any competent legal authority, Devtron does not disclose or transfer Customer Data in any circumstances whatsoever, except as stated herein and Devtron’s privacy policy. Devtron may communicate with You over e- mail or contact details shared by You, regarding the Software for legitimate purposes such as renewal of License, Software verification, Updates, Upgrades, outage information and Support. Devtron maintains, at all times, appropriate administrative, physical and technical safeguards, which are designed to protect the security, confidentiality and integrity of Customer Data processed by Devtron.
LIMITED WARRANTY AND DISCLAIMERS
7.1
Limited Warranty: Devtron warrants that, during the Term of this Agreement i.e. during the validity of Your subscription period to the Software, the Software licensed under this Agreement shall perform substantially in accordance with the Documentation (“Limited Warranty”). Your exclusive remedy and Devtron’s entire obligation and liability for any breach of the Limited Warranty is to repair or replace the Software. The Limited Warranty is conditioned upon You providing Devtron prompt written notice of the Software’s failure to perform substantially in accordance with the Documentation.
7.2
Exclusion of Warranty : The Limited Warranty shall not apply if:
(a) The Software is not used in accordance with this Agreement or Documentation;
(b) The Software or any part of the Software has been modified by any individual or entity other than Devtron;
(c) A malfunction in the Software has been caused by any equipment or software not supplied by Devtron or incompatibility caused by hardware and software components installed on Your device / computer.
7.3
DISCLAIMER OF WARRANTIES: EXCEPT FOR THE LIMITED WARRANTY, THE SOFTWARE IS PROVIDED “AS IS”. TO THE EXTENT PERMITTED BY LAW, DEVTRON MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SOFTWARE AND SUPPORT, AND DEVTRON DISCLAIMS ALL OTHER OBLIGATIONS AND LIABILITIES, OR EXPRESS OR IMPLIED WARRANTIES REGARDING THE SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR INTEGRATION. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, DEVTRON DOES NOT MAKE ANY WARRANTY, REPRESENTATION OR GUARANTEE THAT THE SOFTWARE SHALL OPERATE UNINTERRUPTED OR THAT IT SHALL BE FREE FROM DEFECTS OR OTHER FAILURES OR THAT IT SHALL MEET ANY OR ALL YOUR REQUIREMENTS, WHETHER OR NOT DISCLOSED TO DEVTRON.
7.4
Commercial third party programs or components: The Software may contain independent commercial third party programs or components and rely on them to perform certain functionality. Devtron is not the provider of any third party software. Devtron makes no warranty and assumes no liability concerning the operation or Support of any commercial third party programs or components, the accuracy of any third party information or offerings and third-party intellectual property rights.
7.5
Third party services and content: The Approved Source may offer certain products or services through links mentioned on Devtron’s website. Devtron does not have any control over and does not endorse such third party products or services, Devtron makes best efforts to monitor and choose its partners, Authorized Sources to secure the products or services presented to You. Devtron does not make any representations, warranties or endorsements regarding products or services You obtain from such third party providers.
7.6
General Disclaimers: You are advised to back-up Your device / computer, with frequency and reliability suitable for You. The functioning of the Software is subject to the validity of License and Your compliance with the terms and conditions of this Agreement and the Documentation, including regular download of Updates and Upgrades as defined herein.
INDEMNITY
8.1
You shall indemnify, defend and hold harmless Devtron, its Affiliate(s), directors, officers, employees, licensors, distributors, resellers and representatives of each of the foregoing from and against any claim, suit, action, penalties, losses, damages, fines, costs and expense (including reasonable attorney fees) arising out of or relating to : (i) Your use of the Software in a manner not permitted by this Agreement; (ii) Your failure to comply with any applicable laws or regulations; (iii) Devtron’s compliance with any technology, instructions or requirements provided by You or on Your behalf; and (iv) Your breach of the terms and conditions of this Agreement.
8.2
Devtron’s indemnification obligations
(a) Intellectual Property Defense and Indemnification: Devtron shall defend You against any third party claim that the Software infringes any registered patent, trademark or copyright of such third party, or misappropriates a trade secret (but only to the extent that the misappropriation is not a result of Your actions) (“Infringement Claim”) and indemnify You from the resulting costs and damages finally awarded against You to such third party by a court of competent jurisdiction or agreed to in settlement. The foregoing obligations are applicable only if You: (i) promptly notify Devtron in writing of the Infringement Claim; (ii) allow Devtron sole control over the defense for the claim, any settlement negotiations and any related action challenging the validity of the allegedly infringed patent, trademark or copyright; and (iii) reasonably cooperate in response to Devtron’s requests for assistance. You shall not settle or compromise any Infringement Claim without the prior written consent of Devtron.
(b) Remedies: If the alleged infringing Software becomes, or in Devtron’s opinion be likely to become, the subject of an Infringement Claim, Devtron shall, at Devtron’s option and expense, do one of the following: (a) procure the rights necessary for You to make continued use of the affected Software; (b) replace or modify the affected Software to make it non-infringing; or (c) terminate the license to the affected Software and discontinue the related Support, and, upon Your certified deletion of the affected Software, make pro-rata refund of the License Fee paid by You towards such non-confirming Software.
(c) Exclusions: Notwithstanding the foregoing, Devtron shall have no obligation under this Clause 8.2 (Devtron’s indemnification obligations) or otherwise with respect to any claim based on: (a) a combination of Software with third party products; (b) use for a purpose or in a manner for which the Software was not designed; (c) use of any older version of the Software when use of a newer Devtron version would have avoided the infringement; (d) any modification to the Software made without Devtron’s express written approval; (e) any claim that relates to Open Source Software or commercial third party programs or components on which the Software relies for certain functionality or freeware technology or any derivatives or other adaptations thereof that is not embedded by Devtron into Software; or (f) any Software provided on a no charge, trial, beta or evaluation basis. This Clause 8.2 (Devtron’s Indemnification Obligations) states your sole and exclusive remedy and Devtron’s entire liability for any infringement claims or actions.
LIMITATIONS AND EXCLUSIONS OF LIABILITY
9.1
LIMITATION OF LIABILITY: DEVTRON’S ENTIRE AGGREGATE LIABILITY TOYOU FOR ANY CLAIM OR LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PAYMENTS PAID BY YOU (AT THE TIME OF PURCHASE) TO APPROVED SOURCE UNDER THIS AGREEMENT OR THE PRODUCT ORDER. IN NO EVENT SHALL DEVTRON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF REVENUE, GOODWILL OR PROFITS OR CONFIDENTIAL INFORMATION OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, CORRUPTION, DAMAGE AND LOSS OF DATA OR PROGRAMS, DUTY OF GOOD FAITH OR DUTY OF REASONABLE CARE, ECONOMIC LOSS, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT, INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH THIS GREEMENT, EVEN IF THE DAMAGES WERE FORESEEABLE OR DEVTRON HAD BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH CLAIM OR LIABILITY ARISE UNDER CONTRACT, TORT (INCLUDING GROSS NEGLIGENCE), EQUITY, STATUTE OR OTHERWISE. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
9.2
FURTHER LIMITATIONS: DEVTRON’S LIABILITY WITH RESPECT TO ANY OPEN SOURCE SOFTWARE OR COMMERCIAL THIRD PARTY PROGRAM OR COMPONENT, ON WHICH THE SOFTWARE RELIES TO PERFORM CERTAIN FUNCTIONALITY, SHALL BE SUBJECT TO THE PROVISIONS OF CLAUSE 8.1 (LIMITATION OF LIABILITY).
TERMINATION
10.1
Devtron may terminate Your license if You materially breach this Agreement and You fail to cure the breach within thirty 30 (Thirty) days of receiving Devtron’s notice of the breach. Upon termination, You must immediately delete and stop using the Software.
10.2
Devtron shall not be liable to You or any third party in the event Devtron exercises its right to modify or discontinue the Software. If You object to any such changes, sole recourse for You shall be to terminate this Agreement. Continued use of the Software following notice of such changes shall indicate Your acknowledgement of such changes and satisfaction with the Software so modified.
10.3
The Parties agree and acknowledge that, upon termination of this Agreement for any reason whatsoever, Devtron shall have no further obligation to provide You access to the Software and all licenses and other rights granted to You under this Agreement shall cease immediately.
APPROVED SOURCE TRANSACTIONS
If You purchase license to the Software from a Approved Source: (i) the terms of this Agreement apply to Your use of the Software; and (ii) the terms of this Agreement prevail over any inconsistent provisions in Your Purchase Order with the Approved Source.
OPEN SOURCE SOFTWARE
The Software may include components of Open Source Software such as programs, applications, tools, utilities, libraries, and other programming code that are made available from third parties under a free or open source software licensing model. Open Source Software components included with the Software are made available by Devtron under the terms of the applicable open source software license for such component; Your receipt of components of Open Source Software from Devtron under this Agreement neither enlarges nor curtails Your rights or obligations defined by the Open Source Software license applicable to the component of Open Source Software. The list of Open Source Software licenses for Open Source Software components is included within the respective Software or any other file accompanying the respective Software. If any Open Source Software licenses require that Devtron provide rights to use, copy or modify an Open Source Software program that is broader than the rights granted in this Agreement, then such rights shall be read along with the rights and restrictions contained herein.
MISCELLANEOUS
13.1
Relationship: The parties are independent contractors under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer-employee, fiduciary or other special relationship. Neither party intends this Agreement to benefit or create any right or cause of action in or on behalf of, any person or entity other than the parties.
13.2
Assignment: You shall not sublicense, assign or transfer Your rights under this Agreement without prior written consent of Devtron’s authorized representative having competent authority. Any attempt by You to sublicense, assign or transfer any of Your rights, duties or obligations under this Agreement, whether directly, or indirectly by merger, acquisition or change of control, shall be null and void. In the event You violate the provisions of this Clause and transfer Your rights under this Agreement to a third party, including the right to use the Software, You shall be solely liable to Devtron for any acts and omissions of such third party in relation to such third party’s usage of the Software. This shall be without prejudice to any of the rights and remedies available to Devtron hereunder, or at law. Regardless of any other provision contained to the contrary in this Agreement, it is expressly clarified that Devtron shall have no liability whatsoever for any claims or liabilities arising out of or related to usage of Software by such third parties as mentioned in this Clause.
13.3
Force Majeure: Except for Your payment obligations (if any) to Devtron in relation to this Agreement, neither party is liable for delays or failures to perform any of its obligations under this Agreement to the extent caused by a Force Majeure Event.
13.4
Notices: Any notice given under or in relation to this Agreement must be in writing, signed by or on behalf of the party giving it, and addressed to Devtron’s corresponding address, or to You, at the contact information You provided when purchasing license to the Software. Notices shall be considered delivered when received if delivered by hand with receipt; the next business day after sending it by pre- paid, nationally-recognized, overnight air courier with tracking capabilities; or 7 (Seven) business days after being sent by registered or certified airmail, return receipt required, postage prepaid, to the address mentioned above.
13.5
Waiver: A party’s failure or delay in enforcing any provision of this Agreement shall not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement must be in writing, specify the provision to be waived and signed by the party agreeing to the waiver.
13.6
Severability: If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the court shall modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court shall sever and delete the provision from this Agreement. The change shall affect neither the validity of the amended provision nor the validity of any other provision of this Agreement, which shall continue in full force and effect.
13.7
Entire Agreement and Amendments: This Agreement constitutes the entire understanding between Devtron and You relating to its subject-matter and supersede all oral or written proposals, and all communications between the parties relating to its subject-matter. Devtron reserves the right to amend any terms of this Agreement at any time and endeavor to notify the same to You. Any amendment shall be effective on the posting of an updated version at https://devtron.ai or the successor URL. You agree that Your continued access or use of the Software constitutes Your consent to the amended Agreement.
13.8
Third Party Rights: Other than as expressly set out in this Agreement, this Agreement does not create any rights for any person who is not a party to it, and no person who is not a party to this Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.
13.9
Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of State of Delaware, United States of America (“USA”) without reference to conflict of laws principles. The courts of State of Delaware, USA shall have the exclusive jurisdiction over all disputes arising out of or related to this Agreement or its subject-matter.
13.10
Additional documents and references: References to hyperlinked terms in this Agreement are references to the terms or content linked to the hyperlink (or the replacement hyperlink as Devtron may identify from time to time) as amended from time to time. You acknowledge that the terms or content in the hyperlink are incorporated in this Agreement by reference and that it is Your responsibility to review the terms or content in the hyperlinks referenced in this Agreement.
13.11
Survival: The following Clauses, together with any other terms necessary for the interpretation or enforcement of this Agreement, shall survive the expiry or termination of this Agreement: Clause 6 (Confidential Information and Information Collection), Clause 7 (Limited Warranty and Disclaimers), , Clause 8 (Indemnity), Clause 9 (Limitations and Exclusions of Liability), Clause 13.9 (Governing Law and Jurisdiction) and Clause 13.11 (Survival).