Terms and Conditions

END USER LICENSE AGREEMENT

IMPORTANT: THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS AN AGREEMENT BETWEEN YOU (THE “ THE USER”, “YOU” OR “YOUR” OR VARIATIONS OF SUCH TERMS) (EITHER INDIVIDUAL OR A COMPANY) AND METABOOK TECHNOLOGIES PRIVATE LIMITED (“COUNTS”, “WE”, “US”, “OUR” OR VARIATIONS OF SUCH TERM) WITH REGARD TO THE USE BY YOU OF (COUNTS) SOFTWARE INCLUDING OUR ONLINE,MOBILE, DESKTOP APPLICATIONS (“DEVICE”)

 

IF YOU ACQUIRE THE “COUNTS” APPLICATION FOR YOUR COMPANY'S USE, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE WHO HAS THE AUTHORITY TO LEGALLY BIND YOUR COMPANY TO THIS EULA.

BY PURCHASING , SUBSCRIBING TO, DOWNLOADING, INSTALLING, USING, OR OTHERWISE ACCESSING THE “COUNTS” APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

GRANT OF LICENSE

Subject to the terms and conditions set forth herein, in consideration for the purchase price paid by you for the Counts Application, Counts and/or its affiliated companies grants you a non-transferable, non-exclusive, and non-sub-licensable limited right and license to view, use and access the Counts application to receive solely for your informational purposes and for your immediate, private, individual and non-commercial use.

CONSENT & PRIVACY

You hereby consent to the access, collection and onward transmission of your Tally ERP 9/Prime account information by Counts to the device and all such account information shall be governed by Counts' privacy policy from time to time, and available at its website.

OWNERSHIP

You acknowledge and agree that Counts own all right, title and interest in or, if applicable, license to the Counts application, including but not limited to, all copyrights, trademarks, data and content, except to the extent any such third-party data provider. Any reference to products, services, processes, and hypertext links to third parties or other data by trade name, trademark, manufacturer, supplier, or otherwise does not necessarily constitute or imply its endorsement, sponsorship or recommendation by Counts or its licensors. Except as expressly stated in clause 1 hereinabove, this agreement does not grant you any intellectual property right in the Counts Application.

RESTRICTIONS

All rights not expressly stated herein are reserved by Counts disclaims any and all implied licenses. Without limiting the foregoing, you agree not to:

  1. Reverse engineer, decompile, reverse compile, create compilations or derivative works, translate, adapt or disassemble the Counts Application or any part thereof, including the third party content data;

  2. Copy or reproduce Counts Application or any part thereof, including the third party content data, in any form;

  3. Publish, display, disclose, sell, rent, lease, store, loan, distribute, publicly display or perform, co-brand, frame, or permit third parties to link to Counts Application or any part thereof, including the third- party content data;

  4. Assign, sublicense, convey, transfer, pledge as security, or otherwise encumber the rights and licenses granted here under;

  5. Use the Counts Application in any fashion that may infringe any patent, copyright, trademark, trade secret, or any other intellectual property or proprietary right of Counts, its third-party data providers or any other third- party;

  6. Provide any portion of the Counts Application to the government agency; or

  7. Enter into any agreement with any third-party that in any way restricts, prevents or hinders the ability of Counts to provide to such third-party the Counts Application or any other product or service made available by Counts from time to time.

UPDATES

If you receive an update or an upgrade to, or a new version of, any Counts Application (“Update”) you must possess a valid license to the previous version in order to use the update. All updates provided to you shall be subject to the terms and conditions of this agreement. If you receive an update, you may continue to use the previous version(s) of the Counts (Application in your possession, custody or control) Counts shall have no obligation support the previous version of the Counts Application upon availability of an Update. Counts has no obligation to provide support, maintenance, updates or modifications under this agreement.

DATA PLAN FEES

You are responsible for any applicable charges and fees associated with any data plan fees or other subscription charges or fees of any kind whatsoever that may be required by your carrier to access the Counts Application.

TERMS

The term of this agreement shall be useful life of the Counts Application or until otherwise terminated in accordance with the terms and conditions of this agreement (“Term”). Counts may terminate this agreement for any reason, including, but not limited to, if Counts finds that you have violated any of the terms of this agreement. In addition, this agreement shall terminate immediately upon.

  1. The termination of your usage of your Tally account package; or

  2. Termination of any license granted to Counts by a third party for use of such third party's software as part of or in the Counts Application

Clauses pertaining to indemnity, confidentiality and non-disclosure shall survive the termination of this Agreement. All other rights and obligations of the parties shall cease upon termination of this agreement including, but not limited to, all licenses granted hereunder.

CONFIDENTIALITY

At all times during the terms and thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for your benefit or any other individual or entity any confidential information of Counts or any of its third party data providers. “Confidential Information” means any trade secrets or confidential or proprietary information whether written, digital, oral, or other form which is unique, confidential, or proprietary to Counts or its third party data providers, including, but not limited to, the Counts Application, and any other materials or information related to the business or activities of Counts which are not generally known to others engaged in similar businesses or activities. You shall return to Counts any of its confidential information upon request and/or upon termination of this agreement.

INDEMNITY

You agree to indemnify, defend and hold Counts and its licensors and suppliers (including, but not limited to, their respective assignees, subsidiaries, affiliated companies and their respective officers, directors, employees and shareholders, agents and representatives) harmless from and against any and all liability, loss, injury, demand, action, cost, expense, or claim of any kind or character, including, but not limited to, attorney's' fees arising out of or in connection with your use of or subscription to the Counts Application.

LIMITED WARRANTY

  1. The Counts Application (excluding any third party content data) is warranted to perform substantially as described in the product manual.

  2. The warranties and remedies contained herein are exclusive and in lieu of all other warranties, whether express, implied, statutory, or arising from trade usage or course of conduct, including, but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement and other expressed or implied warranties of accuracy, completeness "real time" information, title or any other type of warranties relating to the Counts Application or its performance hereunder

LIMITATION OF LIABILITY

You assume all responsibility and risk for the use of the Counts Application, and Counts disclaims all liability for any loss, injury, or damage resulting from use of the Counts Application and any third party data or content. It is your responsibility to use the Counts Application prudently to access your information. In no event shall Counts or its suppliers, including third party data providers, be liable to you or any other party for any compensatory, indirect, incidental, special or consequential damages (including, without limitation, indirect, direct, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of or inability to use the Counts Application and any third party data or content, even if Counts has been advised of the possibility of such damages. Subject to the foregoing, Counts's total agreement liability with respect to its obligations under this agreement or otherwise with respect to the Counts Application shall not exceed the price paid by you for the Counts Application.

GOVERNING LAW AND JURISDICTION

This agreement shall be governed and constructed by the laws of India, and the courts of Delhi shall have exclusive jurisdiction.

MISCELLANEOUS

This agreement constitutes the entire understanding and agreement of the parties and supersedes all prior and contemporaneous understanding and agreements, whether written or oral, with respect to its subject matter. No delay or failure by Counts to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof.

No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision hereof will be effective against Counts unless it is a signed writing by Counts. You may not assign your rights or obligations hereunder (including as a change of control) without the prior written consent of Counts.

Subject to the foregoing, this agreement will bind and inure to the benefit of the successors and permitted assigns of the parties. If any provision of this agreement is held to be invalid, illegal, or unenforceable in any respect, that provision to the extent permitted by law (not otherwise) shall be served from this agreement and shall not affect the remainder hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision. The parties to this agreement are independent contractors.

Counts shall not be liable to you for a failure to perform any of its obligations under this agreement during any period in which such performance is delayed due to circumstances beyond its reasonable control.

All notices hereunder must be in writing and mailed by certified mail, return receipt requested, or by prepaid courier services, or by facsimile with receipt confirmed by telephone, to each party's address.

CONTACTING USERS

You agree that we may contact you via voice call, text message or other electronic medium through a third-party platform. In the event that any information you have provided to Counts changes, including but not limited to, your phone number, e-mail or address, You agree to promptly update Your information.

TERMS

The term of this agreement shall be useful life of the Counts Application or until otherwise terminated in accordance with the terms and conditions of this agreement (“Term”). Counts may terminate this agreement for any reason, including, but not limited to, if Counts finds that you have violated any of the terms of this agreement. In addition, this agreement shall terminate immediately upon.