Please Read Terms and Conditions Carefully Before Starting to Use KazaCam.
This agreement provides Customer access to and usage of KazaCam Software and Hardware products, especially Kaza, per details provided here: www.kazacam.com.
Warranty Dynapt warrants to Customer:
(i) that commercially reasonable efforts will be made to maintain the online availability of the Software and Hardware products (excluding maintenance outages, force majeure, Public Cloud Service outages, and outages that result from any Customer or third party technology issues);
(ii) the functionality or features of the Service may change but will not materially decrease during any paid term; and
(iii) that the Support may change but will not materially degrade during any paid term.
LIMITED REMEDY Customer’s exclusive remedy and Dynapt’s sole obligation for its failure to meet the warranty in 3(a) above will be for Dynapt to provide a credit for the applicable month (if this agreement is not renewed, then a refund), for the month; provided that Customer notifies Dynapt of such breach within 30 days of the end of that month.
DISCLAIMER DYNAPT DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE Dynapt TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, Dynapt DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
Customer must pay all Software and Hardware products fees as specified by Dynapt. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes.
Definition of Confidential Information Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Dynapt’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
Protection of Confidential Information The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
Exclusions Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
Reservation of Rights The Software and Hardware products, workflow processes, designs, know-how, and other technologies provided by Dynapt as part of the product portfolio are the proprietary property of Dynapt and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Dynapt. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Dynapt reserves all rights unless expressly granted in this agreement.
Restrictions Customer may not (i) sell, resell, rent or lease the Software and Hardware products or use it in a service provider capacity; (ii) use the Software and Hardware products to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Software and Hardware products; (iv) attempt to gain unauthorized access to the Software and Hardware products or their related systems or networks; (v) reverse engineer the Software and Hardware products; or (vi) access the Software and Hardware products to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
Aggregate During and after the term of this agreement, Dynapt may use Customer Data for purposes of enhancing the Software and Hardware products, aggregated statistical analysis, error reporting, technical support and other business purposes.
Term: This agreement continues until customer terminates the use of Software and Hardware products.
Mutual Termination for Material Breach: If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
Return Dynapt Property Upon Termination: Upon termination of this agreement for any reason, Customer must pay Dynapt for any unpaid amounts, and destroy or return all property of Dynapt. Upon Dynapt’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
Suspension for Violations of Law: Dynapt may temporarily suspend the use of Software and Hardware products or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Dynapt will attempt to contact Customer in advance.
EXCLUSION OF INDIRECT DAMAGES Dynapt is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits or lost anticipated cost savings), even if it knows of the possibility of such damage or loss.
TOTAL LIMIT ON LIABILITY Dynapt’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12 month period prior to the event that gave rise to the liability.
Defense of Third Party Claims Dynapt will defend or settle any third party claim against Customer to the extent that such claim alleges that Dynapt technology used to build the Software and Hardware products violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies Dynapt of the claim in writing, cooperates with Dynapt in the defense, and allows Dynapt to solely control the defense or settlement of the claim.
Costs Dynapt will pay infringement claim defense costs incurred as part of its obligations above, and Dynapt negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then Dynapt may modify the Software and Hardware products, procure the necessary rights, or replace it with the functional equivalent. If Dynapt determines that none of these are reasonably available, then Dynapt may terminate the Service and refund any prepaid and unused fees. Exclusions. Dynapt has no obligation for any claim arising from: Dynapt’s compliance with Customer’s specifications; A combination of the Service with other technology where the infringement would not occur but for the combination; Use of Customer Data; or Technology not provided by Dynapt. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND DYNAPT’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
By Customer Other than as provided in 9(a) above, if any third-party brings a claim against Dynapt related to Customer’s use of the Software and Hardware products, Customer must defend, indemnify and hold Dynapt harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
This agreement is governed by the laws of the New Delhi (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for New Delhi, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
Entire Agreement and Changes This agreement and the order placed through www.kazacam.com constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
Reference Dynapt may use Customer’s name and logo in its website, marketing communications and materials, in accordance with Customer’s trademark guidelines and policies.
No Assignment Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
Independent Contractors The parties are independent contractors with respect to each other.
Enforceability and Force Majeure If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
Money Damages Insufficient Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
No Additional Terms Dynapt rejects additional or conflicting terms of any Customer form-purchasing document.
Survival of Terms Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
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Dynapt Solution Pvt Ltd., New Delhi