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END USER LICENCE AGREEMENT

Last Updated on: 09th October, 2024.

 

BEFORE PROCEEDING FURTHER, PLEASE ENSURE THAT YOU HAVE CAREFULLY REVIEWED THE FOLLOWING TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”). THIS AGREEMENT, HEREBY ENTERED INTO BETWEEN YOU AND UO TECH PRIVATE LIMITED, CONSTITUTES A LEGALLY BINDING CONTRACT THAT ESTABLISHES THE TERMS AND CONDITIONS GOVERNING YOUR UTILISATION OF THE PROGRAM. BY CLICKING ON “AGREE” BUTTON OR ANY SIMILAR FUNCTIONALITY, OR BY INSTALLING AND/OR USING THE PROGRAM, YOU EXPRESSLY CONSENT TO ADHERE TO ALL STIPULATED TERMS AND CONDITIONS CONTAINED HEREIN OR REFERENCED HEREIN. SHOULD YOU DISAGREE WITH ANY OF THESE TERMS AND CONDITIONS, PLEASE REFRAIN FROM CLICKING AN “AGREE” BUTTON AND ABSTAIN FROM INSTALLING OR UTILISING THE PROGRAM. YOU ARE REQUIRED TO ACCEPT AND COMPLY WITH THESE TERMS AND CONDITIONS IN THEIR ENTIRETY AS PRESENTED TO YOU. ANY MODIFICATIONS, ADDITIONS, OR DELETIONS TO THESE TERMS AND CONDITIONS BY YOU WILL NOT BE ACCEPTED BY UO TECH PRIVATE LIMITED AND SHALL NOT FORM PART OF THIS AGREEMENT.

  1. DEFINITIONS
  1. “Account” means a unique account created for users to access the Licensed Application (as defined hereunder) or parts of the Licensed Application.
  2. “Device” refers to any compatible product owned or controlled by the user which runs the Licensed Application (as defined hereunder).
  3. “Feedback” means feedback or suggestions sent by users regarding the attributes, performance or features of the Licensed Application (as defined hereunder).
  4. “Licensor” refers to M/s. UO TECH PRIVATE LIMITED, a Private Limited Company having CIN: U73100KA2024PTC193170 based out of Bangalore, India, incorporated under the Companies Act, 2013, and having its registered office at WeWork Prestige Cube, Site No. 26 Laskar, Hosur Rd, Bangalore, Karnataka 560030, for and on behalf of itself and its subsidiaries and affiliates under common control.
  5. “Software”, “Program” and “Licensed Application” refer to the software application provided with this Agreement and any program documentation provided by the Licensor and licensed to the user, subject to the terms and conditions of this Agreement.
  6. “User Generated Content” refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by the user, regardless of the form of that content.
  7. “You” and “Your” refer to the individual or entity that has agreed to use the Licensed Application in accordance with this Agreement.

 

  1. GOVERNING LAW
  1. Jurisdiction: This Agreement will be construed in accordance with and governed by the laws of the Republic of India, and shall be subject to exclusive jurisdiction of Bangalore, India.
  2. Dispute Resolution: Any dispute or difference or controversy of whatever nature, and howsoever arising under or out of or in relation to this Agreement between the Parties, shall, in the first instance be attempted to be resolved amicably. Any dispute which is not resolved amicably conciliation within the period of 30 (thirty) days shall be finally decided by arbitration in accordance with and subject to the provisions of the Indian Arbitration and Conciliation Act, 1996.

  1. THE APPLICATION
  1. The Software is designed to enable vendors to manage their business listings, products, and memberships on the UO platform. It is optimised for mobile Devices using Android and iOS operating systems.

  1. TECHNICAL REQUIREMENTS
  1. The Licensed Application requires a minimum of either Android 10 (API level 29) and above or iOS 14 and above to perform efficiently. The Licensor recommends using the Licensed Application on a Device running the latest version of Android or iOS.
  2. Licensor attempts to keep the Licensed Application updated so that it complies with modified/new versions of operating systems and new hardware models. However, You are not granted any rights to claim such an update.
  3. You acknowledge that it is Your responsibility to confirm and determine that the end-user Device on which You intend to use the Licensed Application satisfies the technical specifications mentioned above.
  4. Licensor reserves the right to modify the technical specifications as it considers appropriate at any time.

  1. SCOPE OF LICENSE
  1. Subject to the provisions contained within this Agreement, Licensor hereby grants You a nonexclusive, non-transferable, non-sublicensable, revocable, and limited right and license to install and operate the Licensed Application on Your Device exclusively, with the exception that such Licensed Application may be accessed and used by other Accounts associated with You via family sharing or volume purchasing.
  2. By installing and utilising the Licensed Application and any update thereto (as permitted by this Agreement), You indicate that You agree to be bound by all of the terms and conditions of this Agreement and that You accept this Agreement in its entirety.
  3. This Agreement shall also govern any updates of the Licensed Application provided by Licensor that may replace, repair, and/or supplement the first Licensed Application, unless a separate Agreement is provided for such update, in which case the terms of such new Agreement shall be applicable.
  4. No provision contained within this Agreement shall be interpreted to restrict third-party terms. When using the Licensed Application, You must ensure that You comply with any applicable third-party terms and conditions.
  5. Licensor reserves the right to modify the terms and conditions of licensing.

  1. OWNERSHIP AND RESTRICTIONS
  1. You may not access or use the Licensed Application for any purpose other than that for which the Licensor makes the Licensed Application available. The Licensed Application may not be used in connection with any commercial endeavours except for those which are specifically endorsed or approved by the Licensor.
  2. It is expressly prohibited for You to share or make the Licensed Application available to third parties, sell, rent, lend, lease or otherwise redistribute the Licensed Application without the Licensor's prior written consent.
  3. You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof, except with Licensor's prior written consent.
  4. You may not copy (excluding when expressly authorised by this Agreement) or alter the Licensed Application or portions thereof. You may create and store copies only on Devices that are owned or controlled by You, solely for the purpose of backup and with strict conformity to the terms of this Agreement and any other terms and conditions that apply to the Software or Device used. You acknowledge that no unauthorised third parties may gain access to these copies at any time. If You sell Your Devices to a third party, You hereby agree to remove the Licensed Application from the Devices before doing so.
  5. It is prohibited for You to remove any intellectual property notices.
  6. Without restricting the generality of the aforementioned provisions, You hereby agree not to:
  1. Systematically retrieve data or other content from the Licensed Application to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from the Licensor;
  2. Trick, defraud, or mislead the Licensor and other users, especially in any attempt to learn sensitive Account information such as user passwords;
  3. Circumvent, disable, or otherwise interfere with security-related features of the Licensed Application, including features that prevent or restrict the use or copying of any content, both the Licensor’s content as well as content generated or contributed by other users, or enforce limitations on the use of the Licensed Application and/or the content contained therein;
  4. Disparage, tarnish, or otherwise harm the Licensor and/or the Licensed Application;
  5. Use any information obtained from the Licensed Application in order to harass, abuse, or harm another person;
  6. Make improper use of the Licensor’s support services or submit false reports of abuse or misconduct;
  7. Use the Licensed Application in a manner inconsistent with any applicable law or regulation;
  8. Engage in unauthorised framing of or linking to the Licensed Application;
  9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Licensed Application or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Licensed Application;
  10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
  11. Delete the copyright or other proprietary rights notice from any of the Licensor’s content or content contributed by other users;
  12. Attempt to impersonate another user or person or use the username of another user;
  13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms");
  14. Interfere with, disrupt, or create an undue burden on the Licensed Application or the networks connected to the Licensed Application;
  15. Harass, annoy, intimidate, or threaten any of the Licensor’s employees or agents engaged in providing any portion of the Licensed Application to you;
  16. Attempt to bypass any measures of the Licensed Application designed to prevent or restrict access to any part of the Licensed Application;
  17. Copy or adapt the Licensed Application’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
  18. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Licensed Application;
  19. Except as may be the result of standard search engine or internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Licensed Application, or use or launch any unauthorised script or other software;
  20. Use a buying agent or purchasing agent to make purchases on the Licensed Application;
  21. Make any unauthorised use of the Licensed Application, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user Accounts by automated means or under false pretences; and
  22. Use the Licensed Application as part of any effort to compete with the Licensor or otherwise use the Licensed Application and/or the content present therein for any revenue-generating endeavour or commercial enterprise.
  1. Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
  2. Licensor reserves the right to conduct audits pertaining to Your utilisation of the Licensed Application.

  1. USER GENERATED CONTENT

  1. The Licensed Application allows You to upload User Generated Content. The Licensed Application may invite You to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which You may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to the Licensor or through the Licensed Application, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material. Any content that is publicly posted shall also be treated as a User Generated Content. You understand that any User Generated Content published by You may be viewable by other users of the Licensed Application and possibly through third-party websites.
  2. While posting any User Generated Content through any part of the Licensed Application, including the User Generated Content accessible through any of Your linked third-party social media service, You represent and warrant that:
  1. Your User Generated Content is not in contravention to the terms mentioned under Section 6 herein;
  2. You shall not post any User Generated Content which is in violation of the Licensor’s policy on “Restricted Content” as mentioned under Section 7.4. herein;
  3. The User Generated Content is owned by You or You have the right or sufficient authorization to use it and You grant the Licensor the rights and licence as provided under the terms of this Agreement; and
  4. The posting of Your User Generated Content on or through the Licensed Application does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
  1. Content Contribution Licence:
  1. By posting User Generated Content, You grant the Licensor an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit Your User Generated Content (including, without limitation, Your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, Your User Generated Content, and to sub-license the licences granted in this section. The Licensor’s use and distribution may occur in any media formats and through any media channels.
  2. This licence shall apply to any form of media or technology known presently or developed hereafter, and includes the Licensor’s use of Your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images You provide. You hereby waive all moral rights to Your User Generated Content, and You warrant that moral rights have not otherwise been asserted in Your User Generated Content.
  3. We do not assert any ownership over Your User Generated Content. You retain full ownership of all of Your User Generated Content and any intellectual property rights or other proprietary rights associated with Your User Generated Content. The Licensor shall not be liable for any statements or representations made through Your Contributions provided by You in any area on the Licensed Application. You are solely responsible for Your User Generated Content to the Licensed Application and You expressly agree to exonerate the Licensor from any and all responsibility and to refrain from any legal action against the Licensor with respect to Your User Generated Content.
  1. Restricted Content:
  1. The Licensor is not responsible for any User Generated Content. You expressly understand and agree that You are solely responsible for the User Generated Content and for all activity that occurs under Your Account, whether done so by You or any third person using Your Account. You may not transmit any User Generated Content that is illegal, unlawful, offensive, upsetting, intended to disgust, libellous, defamatory, obscene, harassing, hateful, harmful, vexatious, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading or otherwise objectionable.
  2. As You post, publish or make available, any User Generated Content, You represent and warrant that:
  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Your User Generated Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
  2. You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise Us, the Licensed Application, and other users of the Licensed Application to use Your User Generated Content in any manner contemplated by the Licensed Application and the terms contained herein;
  3. You have the written consent, release, and/or permission of each and every identifiable individual person in Your User Generated Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your User Generated Content in any manner contemplated by the Licensed Application and the Terms;
  4. Your User Generated Content is not obscene, pornographic, paedophilic or invasive of another’s privacy including bodily privacy;
  5. Your User Generated Content is not false, inaccurate, or misleading and does not propagate the spreading of fake news or any information that is patently untrue;
  6. Your User Generated Content does not constitute unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, any form of gambling, or other forms of solicitation;
  7. Your User Generated Content is not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by Us);
  8. Your User Generated Content does not ridicule, mock, disparage, intimidate, or abuse anyone;
  9. Your User Generated Content is not intended towards harassing or threatening (in the legal sense of those terms) any other person or to promote enmity or violence against a specific person or class of people on the grounds of religion or caste;
  10. Your User Generated Content does not promote any unlawful activity and is not in contravention to any applicable law, regulation, or rule;
  11. Your User Generated Content does not violate any applicable law concerning health, safety and overall well-being of minors;
  12. Your User Generated Content does not include any offensive opinions or comments that may be considered insulting, defamatory, discriminatory or mean-spirited, including references or commentary, on the basis of gender, religion, caste, race, sexual orientation, gender, national/ethnic origin, physical handicap or other targeted groups;
  13. Your User Generated Content does not contain or install any viruses, worms, malware, trojan horses, or other malicious material that is designed or intended to disrupt, interrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorised access to any data or other information of a third person;
  14. You shall not attempt to impersonate any person or entity including the Licensor and its employees or representatives by means of Your User Generated Content;
  15. Your User Generated Content does not relate to or encourage money laundering, gambling or any impermissible online game capable of causing harm to other users; and
  16. Your User Generated Content is not provocative or instigating in nature and is not capable of threatening the unity, defence, security or sovereignty of India, friendly relations with foreign states or public order and is not likely to incite the commission of any cognisable offence, prevent investigation for any offence or insult another nation.
  1. The Licensor reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any User Generated Content is inappropriate and in violation of the terms of this Agreement and accordingly refuse or remove any such User Generated Content. Furthermore, the Licensor reserves the right to:
  1. Edit, redact or make changes to Your User Generated Content;
  2. Re-categorize any of Your User Generated Content to place them in more appropriate locations of the Licensed Application; and
  3. Pre-screen or delete any User Generated Content at any time and for any reason, without notice.
  1. As the Licensor cannot control all content posted by users and/or third parties on the Licensed Application, You agree to use the Licensed Application at Your own risk and You understand that by using the Licensed Application, You may be exposed to material that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Licensor be liable in any way for any such material, including any errors or omissions in any User Generated Content, or any loss or damage of any kind incurred by You as a result of Your use of any User Generated Content.
  2. You hereby expressly agree to indemnify and reimburse the Licensor in case of any and all losses suffered by the Licensor due to the Your breach of or non-compliance with (a) Section 7 herein, (b) any third party’s intellectual property rights, or (c) any applicable law.
  1. Reporting Mechanism:
  1. Although the Licensor does not assume any responsibility for User Generated Content on the account of impracticality and lack of adequate and effective technological resources, users may exercise their option to report any User Generated Content which are suspected to be against the terms of this Agreement. The reports submitted by users are considered very seriously by the Licensor and each of them is scrutinised manually. Appropriate action is taken against the reported users and User Generated Content which are concluded to be in violation of the terms of this Agreement.
  2. In case You wish to report an infringement of a copyright owned or controlled by You, caused due to any User Generated Content available on or through the Licensed Application or Services, please refer to Section 9 herein to understand the Licensor’s policies on “Copyright Infringement”.
  1. Content Backup:
  1. The Licensor performs routine, periodic backups for all User Generated Content as well as for data relating to Your usage of the Licensed Application, for the purpose of managing the overall performance of the Licensed Application. However, the possibility of loss or corruption of data may not be overlooked. You understand and agree that loss or corruption may occur, without limitation, in situations where the data is corrupt or lost prior to backup, or due to changes to the data during the performance of a backup. The Licensor does not guarantee the absolute availability of all User Generated Content at all times.
  2. In case of loss or corruption, the Licensor shall employ reasonable efforts towards troubleshooting any known or discovered issues that may affect the backup process. The Licensor shall also attempt to extend its support to the users, as and when required. However, You hereby acknowledge that the Licensor has no liability relating to the integrity of lost, corrupted or recovered data or towards its failure to successfully restore any User Generated Content to a usable state. You agree to waive any right of action against the Licensor arising from any loss or corruption of data.
  3. The responsibility to maintain all of the data transmitted by You lies with You and You hereby agree to maintain all of Your User Generated Content at a location independent of the Licensed Application.
  1. Guidelines for Reviews:
  1. Certain areas of the Licensed Application or the Services may allow the You to leave reviews or ratings. When posting a review, You must comply with the following conditions:
  1. You should have first-hand experience with the person, entity, product or any other digital product that You are reviewing or rating.
  2. You shall not be affiliated with any competing organisations when posting negative reviews.
  3. You may not organise a campaign encouraging others to post reviews or ratings, whether positive or negative.
  4. The contents of the review or rating shall not contain anything restricted under Section 7.4. herein.
  5. The reviews or ratings shall not otherwise contravene any of the terms mentioned herein.
  1. The Licensor reserves the right to accept, reject or remove any reviews or ratings at their sole discretion.
  2. Though the Licensor does not have any obligation to screen or delete reviews, users have the option to report any reviews or ratings which they may find objectionable or inaccurate.
  3. It is understood by You that reviews and ratings are not endorsed by the Licensor and they do not necessarily represent the Licensor’s opinions or views of any of their affiliates or partners.
  4. You hereby agree to waive any right of action against the Licensor in relation to any review or for any claims, liabilities or losses resulting from any reviews.
  5. By posting a review, You hereby grant the Licensor a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sub-licensable right and licence to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews and ratings.

  1. YOUR FEEDBACK

  1. You assign all rights, title and interest in any Feedback You provide to the Licensor. If for any reason such assignment is ineffective, You agree to grant the Licensor a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

  1. COPYRIGHT INFRINGEMENT

  1. The Licensor recognizes its duty to respect the intellectual property rights of others. Thus, it is the Licensor’s policy to address any claim relating to infringement of copyrights through the Licensed Application or Services.
  2. If You are the owner or controller of a copyright and You believe that Your copyrighted work has been copied on or through the Licensed Application or Services in a way that constitutes copyright infringement, The Licensor recommends You to immediately notify them about such infringement via email at: support@uo.app. The notification must include a detailed description of the alleged infringement.
  3. Upon receiving any notifications of copyright infringement, the Licensor sends a copy of Your notification to the person/entity who posted or stored the material addressed in the notification.
  1. It is hereby agreed by You that pursuant to applicable law, You may be held liable for damages in case You makes any material misrepresentations in Your notification. Thus, You are advised to seek legal counsel prior to advancement.

  1. TERMINATION
  1. Both You and the Licensor have the option to terminate this Agreement at any time. Termination of this Agreement can be initiated by destroying all copies of the Licensed Application.
  2. The Agreement shall stand terminated in case if You fail to adhere to any of the terms mentioned herein. In such a situation, Your right to utilise the Licensed Application shall cease immediately and You are required to dispose of all copies of the Licensed Application.
  3. Provisions within this Agreement that are inherently ongoing shall persist beyond the expiration or termination of this Agreement.

  1. CONSENT TO USE LOCATION-BASED SERVICES AND DATA
  1. The Licensed Application may incorporate or utilise location-based services. In the event that You opt to enable, utilise, or access such location-based services in conjunction with the Licensed Application, You hereby provide consent to the collection, transmission, and utilisation of Your location data by the Licensed Application. Details regarding the Licensed Application’s collection and utilisation of location data will be explicitly outlined in the Licensed Application’s Privacy Notice accessible at Privacy Policy (“Privacy Notice”). Such utilisation may encompass the verification or recording of Your location for the purposes delineated under Section 13 herein titled “Data Collection and Privacy”.
  2. Should the Licensed Application furnish real-time location or route guidance, YOU ASSUME ALL LIABILITY ARISING FROM YOUR UTILISATION OF SUCH REAL-TIME LOCATION DATA OR ROUTE GUIDANCE. PLEASE BE ADVISED THAT LOCATION DATA MAY BE SUBJECT TO INACCURACIES.

  1. DATA COLLECTION AND PRIVACY
  1. The Licensor is authorised to gather information concerning Your utilisation of the Licensed Application, which may encompass data You directly furnish or data collected via automated means, such as geolocation (provided You opt to enable location-based services), Program utilisation metrics, time stamps, identification of Your Device and operating system, login credentials, Device locale, or any other pertinent information as delineated in Licensor's applicable Privacy Notice.
  2. Additionally, if the Licensed Application facilitates authentication services, it may also gather information pertaining to the security status of Your Device, including but not limited to Device lock status and root status.
  3. To the extent that Licensor receives information in connection with its provision of the Licensed Application, Licensor may utilise this information for purposes delineated in the relevant Privacy Notice. Such purposes may include, but are not limited to, furnishing the services specified under the Privacy Notice, enabling features or content based on or recording Your location, identity management, security measures, auditing, marketing endeavours, and product enhancement.
  4. The Licensed Application might offer You the capability to establish connections with third-party websites, services, and applications, potentially allowing these third parties to gather or exchange information regarding Your utilisation of the Licensed Application. Furthermore, if You engage push messaging in conjunction with the Licensed Application, independent third parties affiliated with the push messaging service may utilise the messaging data to facilitate, uphold, safeguard, and enhance their services, contingent upon the privacy policies enforced by such third parties. All such interactions with third parties lie beyond the control of the Licensor. Licensor strongly advises You to review the privacy policies and terms of use governing any third-party connections before engaging with them or disclosing Your personal information.
  5. For any further clarification on the Licensor’s procedures and policies on data protection, You may consult the Privacy Notice for the Licensed Application which is accessible at Privacy Policy.

  1. DISCLAIMER OF WARRANTIES AND EXCLUSIVE REMEDIES
  1. To the extent permissible by law, Licensor hereby disclaims all express or implied representations, warranties, guarantees, and conditions of any kind, arising by law or otherwise, with regard to the Licensed Application, including but not limited to representations, warranties, guarantees, and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and quality of service.
  2. Licensor makes no representations or warranties regarding the content, effectiveness, usefulness, reliability, availability, timeliness, quality, suitability, accuracy, security or completeness of the Licensed Application or the results You may obtain by using the same.
  3. The Licensor warrants that the Licensed Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your installation. The Licensor further warrants that the Licensed Application works as described in the user documentation.
  4. Without limiting the generality of the foregoing, Licensor does not represent or warrant that
  1. the operation or use of the Licensed Application will be timely, secure, uninterrupted, or error-free; or
  2. the quality of any products, services, information, or other material You purchase or obtain through the Licensed Application will meet Your requirements.
  1. You acknowledge that Licensor does not control the transfer of data over communications facilities, including the internet, and that the Licensed Application may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
  2. The Licensor assumes no responsibility towards any delays, delivery failures, or other damages resulting from such issues. Save as otherwise expressed by Licensor, the Licensed Application is provided to You on an “as is” basis.
  3. No warranty is provided for the Licensed Application that is not executable on the Device, that has been modified without authorisation, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories by You or third parties, or for any other reason outside of the Licensor’s sphere of influence that affect the executability of the Licensed Application.
  4. You are required to inspect the Licensed Application immediately upon installation and notify the Licensor about any issues discovered without delay. The defect report shall only be taken into consideration and further investigated if it has been communicated within a period of 7 (seven) days from licensing. In case it is confirmed that the Licensed Application is defective, Licensor reserves the choice to remedy the situation either by means of resolving the defect or substituting delivery.

  1. LIABILITY
  1. Under no circumstances shall the Licensor be held liable to You or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, goodwill, business opportunity, revenue, data, or data use, whether arising from contract, tort, or any other legal theory, in connection with the use of the Licensed Application or any data derived therefrom, even if the Licensor had been notified of the potential for such damages.
  2. The Licensor's responsibility in the case of violation of obligations and tort shall be limited to intent and gross negligence. Only in case of a breach of essential contractual duties (cardinal obligations), Licensor may be liable for slight negligence. In any case, liability shall be limited to the foreseeable, contractually typical damages. The limitation mentioned above does not apply to injuries to life, limb, or health.
  3. The Licensor takes no accountability or responsibility for any damages caused due to breach of duties. To avoid data loss, You are required to make use of backup functions of the Licensed Application to the extent allowed by applicable third-party terms and conditions.
  4. In no event shall the aggregate and total liability of the Licensor exceed the amount paid by You towards the procurement of the Licensed Application or any features, subscriptions and/or benefits thereof.

  1. PRODUCT CLAIMS
  1. Licensor and the end-user acknowledge that the Licensor shall be solely responsible for addressing any claims of the end-user or any third party relating to the Licensed Application or the end-user’s possession and/or use of the Licensed Application, including, but not limited to:
  1. intellectual property infringement claims;
  2. any claim alleging the failure of the Licensed Application to conform to any applicable legal or regulatory requirement; and
  3. Claims arising under consumer protection, privacy, or similar legislations.
  1. In the event of a reportable claim, You may contact the Licensor specifically for the purpose of a product claim.

  1. INDEMNIFICATION
  1. If a third party asserts a claim against You alleging that Your utilisation of the Licensed Application as stipulated in this Agreement infringes upon its intellectual property rights, the Licensor, at its sole expense, will undertake to defend You against such claim and indemnify You from any damages, liabilities, costs, and expenses awarded by the court to the third party asserting infringement, or from any settlement agreed to by the Licensor, provided that You fulfil the following conditions:
  1. Notify the Licensor promptly in writing, no later than 30 days after You receive notice of the claim (or sooner if mandated by applicable law).
  2. Grant the Licensor exclusive control over the defence and any negotiations related to settlement.
  3. Promptly furnish the necessary information, authority, and cooperation required to defend against or settle the claim to the Licensor.
  1. Should the Licensor suspect or it is determined that the Licensed Application potentially infringes upon a third party's intellectual property rights, the Licensor may, in its sole discretion, settle any such claim on a basis requiring the Licensor to substitute, at the cost of the Licensor, the infringing intellectual property (excluding third party intellectual property) with substantially equivalent non-infringing intellectual property. In the event that any preliminary injunction, temporary restraining order, or final injunction shall be obtained, the Licensor shall promptly, at its sole option, either
  1. Obtain the right for continued use of the Infringing Intellectual Property;
  2. Modify the infringing intellectual property to avoid such infringement while obtaining substantially equivalent functionality; or
  3. Substitute the Infringing Intellectual Property with substantially equivalent intellectual property.
  1. Your rights to indemnification under this Agreement shall be relinquished if:
  1. You modify the Licensed Application or employ it beyond the scope delineated in the Licensed Application’s user documentation;
  2. You use a version of the Licensed Application that has been replaced, if the infringement claim could have been avoided by utilising an unmodified current version of the Licensed Application;
  3. The infringement claim arises from any information, design, specification, instruction, software, data, or material not provided by the Licensor;
  4. The infringement claim arises from the combination of the Licensed Application with products or services not supplied by the Licensor; or
  5. The infringement is a result of Your actions against any third party, provided that the Licensed Application, as delivered to You and utilised in accordance with the terms of this Agreement, would not otherwise violate any third party intellectual property rights.

  1. TECHNICAL SUPPORT
  1. The Licensor is solely responsible for providing any maintenance and support services for this Licensed Application. You can reach the Licensor at the email address: support@uo.app.
  2. The scope for such maintenance and support services shall be strictly limited to the functionality of the Licensed Application.

  1. RELATIONSHIP BETWEEN THE PARTIES 
  1. For the sake of clarity, it is hereby expressly agreed that the execution of this Agreement does not create any employer/employee or principal/agent relationship between You and the Licensor. The relationship between You and the Licensor is that of licensee/licensor and on a principal to principal basis.

  1. AUDIT RIGHTS
  1. The Licensor, or its designated agent, (the “Auditor”) may upon 5 (five) days written notice to You, inspect any of Your facilities where the Licensed Application is used and audit records for the purpose of confirming Your compliance with the exercise of the licenses granted under this Agreement.
  2. All such audits will be conducted during reasonable business hours and in a manner that does not unreasonably interfere with Your business activities. The audit shall be performed at Licensor’s sole expense; provided however, that if, as a result of the audit, it is determined that Your usage of the Licensed Application not in compliance to the Licensor’s terms and that You owe to the Licensor any additional remuneration, then You shall bear the reasonable cost of Licensor’s audit and pay all past-due arrears, in addition to such other remedies as Licensor may have under the terms and conditions between You and the Licensor. Furthermore, You shall also be liable to pay any additional amount which is required in furtherance of additional usage.

  1. CONTACT INFORMATION
  1. For general inquiries, complaints, questions, grievances or claims concerning the Licensed Application, You are advised to contact the Licensor at the following details:

Email: support@uo.app
Postal Address: UO Tech Private Limited, WeWork Prestige Cube, Site No. 26 Laskar, Hosur Rd, Bangalore, Karnataka 560030.

  1. MISCELLANEOUS
  1. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Licensor and You with respect to the subject matter hereof, and is intended as the final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral. This Agreement may be amended or modified only by an instrument in writing signed by both parties.
  2. Waiver: No waiver of any breach of this agreement shall constitute a waiver of any other breach of the same or other provisions of this agreement, and no waiver shall be effective unless made in writing.
  3. Relationship: For avoidance of doubt, it is clarified that this agreement contemplates a relationship between You and the Licensor on a principal to principal basis. It is further clarified that the execution of this agreement does not create a joint venture, partnership, employment, or agency relationship between the contracting parties.
  4. Assignments: The Licensor reserves the right to assign any or all of its rights and obligations to others at any time.
  5. Vis Majeure: The Licensor shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any event beyond their reasonable control.
  6. Equal Protection: You agree that the terms of this Agreement shall not be construed against the Licensor by virtue of having drafted them.
  7. Execution through Electronic Means: You hereby waive any and all defences You may have based on the electronic form of this Agreement and the lack of signing by the contracting parties hereto in execution of this Agreement.
  8. Severability. Any provision of this Agreement held or determined by a court (or other legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.

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