Radix Software Service Private Limited (OnPrintShop Web2Print Storefront ) End User License Agreement
Where this agreement states:
"OnPrintshop", "Us" and "We" means Radix Software Service Private Limited (OnPrintShop Web2Print Storefront ), its employees, representatives and contractors.
"Customer", "You" and "Your" means You (an individual or single legal entity), the main account holder.
"EULA" means this End User License Agreement, the document which is available at: http://www.onprintshop.com/dedicated-solution-eula.html
"Site" means http://www.onprintshop.com.
"Software" means the software the accompanies this EULA, associated tools, products, services and media delivered through the Site, content and media made available through the Site.
"Product" is a product sold by OnPrintShop, which includes licenses to Software and services.
"Data" means the data stored in OnPrintShop using the Software.
"Third Party Software" includes any bundled third party software that is licensed by OnPrintShop.
"Staff User Account" means a staff user account in the context of OnPrintShop software.
"Active Staff User Account" means a staff user account that is active in the context of OnPrintShop, meaning that the Staff User Account is fully functional and can be used to authenticate to the Software.
"Domain Name" means an Internet domain name (including, for example, sub.domain.com and domain.com).
"License Domain" means the Domain for which OnPrintShop Solution is enable which has been purchased by Customer.
1. Acceptance of terms
1.1 EULA commencement This EULA applies and commences as soon as the You purchase the Software. Action constitutes Your acknowledgement that You have read, understood, and agree to be bound by the terms set out in the EULA. The EULA is a legal agreement between You and OnPrintShop to use the Software. If You are entering into this EULA on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these EULA, in which case the terms "You" or "Your" shall refer to such entity and its affiliates.
1.2 Headings Headings in this document been included for convenience.
1.3 Changes and amendments OnPrintShop changes the EULA without prior notice. Ultimately, it is the Your responsibility to obtain and revisit this EULA. Changes to the EULA will be effective immediately, and the Your continued used of the Software will constitute acceptance of those changes.
1.4 Violation If You find that You have violated the EULA, You shall take all reasonable steps to notify Us of the breach immediately. If You violate the EULA and OnPrintshop or vendors of Third Party Software suffer any losses or damages as the result of the violation, OnPrintShop reserves the right to bring action against You in order to recover those costs.
1.5 Enforcement The failure of OnPrintShop to exercise or enforce any right or provision of the EULA shall not be a waiver of that right.
1.6 Changes This agreement may change from time to time, without notice. Unless otherwise stated by OnPrintShop in writing to You, the version of this document available at this web address - http://www.onprintshop.com/dedicated-solution-eula.html - supersedes all others.
2. Grant of license
2.1 Backup copies of the Software You may copy Software for back-up and archival purposes, provided that the original and each copy are kept in Your possession and that Your installation and use of the Software does not exceed that allowed in the EULA.
2.2 Software use restrictions You are permitted only one live, accessible installation of the Software as well as one private installation for testing purposes that is not made available to a wider audience. Each live installation of the Software can be accessed through one Domain Name only. If access to the installation is required through multiple Domain Names, additional license(s) will need to be purchased.
2.3 Obtaining the Software You shall not obtain copies of the Software though any means other than directly through OnPrintShop Staff via valid sales order.
2.4 Control of systems You must only install the Software and make the Software available for use on systems owned, leased or controlled by the licensee in such a way that the You can guarantee that the terms of the EULA will be upheld. You assume all responsibility for the actions of Your system providers with respect to the EULA.
2.5 Licensing of Staff User Accounts You may create as many Staff User Accounts as Your infrastructure support. There is no limitation on creating Staff User Accounts.
2.6 Transfer of license Licenses granted by OnPrintShop through the provision of the Software are non-transferable, non-exclusive and cannot be sub-licensed. You may assign this EULA and license to the Software in the event of a merger or acquisition.
2.7 Life of license Subject to the terms of the EULA, a full install License (dedicated version deployed on your server) is perpetual as long as the Software is purchased via valid sales order.
2.8 Compatibility of Software OnPrintShop does not guarantee that the Software will be compatible with future release of dependent technology. It may require to have paid upgrade for making it compatible with new version / release of underlying operating system, programming language and database.
2.9 No transfer of ownership The Software and entitlements to the Software and OnPrintShop’s rights are not sold and are only licensed to You under the terms outlined in the EULA. No transfer of ownership takes place.
2.10 Reservation of rights OnPrintShop owns the title, intellectual property, trademarks and copyrights associated with the Software. OnPrintShop reserves all rights that are not granted to the licensee by the EULA.
2.11 Operating Environments. You acknowledge that OnPrintShop licenses the Software for use with (1) operating environments (web browsers, cloud services, servers, peripherals, database management systems and operating systems) supported by OnPrintShop, or (2) operating environments compatible with those supported by OnPrintShop. OnPrintShop makes NO representation as to what environments are compatible with supported operating environments.
3. Governance and international restrictions
3.1 United Nations CISG The United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.
3.2 International restrictions You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Software.
4. Use of Software obligations
4.1 Negative obligations You shall not (a) reverse engineer or decrypt any portion of compiled and/or obfuscated source code, (b) give, sell, distribute, sub-license, time share, lease or lend any portion of the software (which forms part of the Services) to anyone, (c) use any Third Party Software independently of the Services, (d) copy any part of the software for use in software or applications outside of the Software, OnPrintShop may suspend the EULA without notice.
4.2 Positive obligations You must make sure that the Software in source form is not placed on a publicly accessible server. Images and executable files are excluded from this and make sure that only authorized individual has access to a source code.
4.3 Responsibilities You are solely responsible for (a) keeping secure the authentication details to Your OnPrintShop Customer Account and (b) the use of the Software, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Software. You are responsible for any accesses made to the Software.
5. Limitation of liabilities, disclaimer of warranties and indemnification
5.1 Disclaimer of warranties The Software, including the Site and content, and all server and network components are provided on an "as is" and "as available" basis without any warranties of any kind, to the fullest extent permitted by law and OnPrintShop expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that OnPrintShop does not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free and no information or advice obtained by You from OnPrintShop or through the Software shall create any warranty not expressly stated in the EULA.
5.2 Limitation of liability Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall OnPrintShop be liable to You or any third party for any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data or business interruption. In addition, OnPrintShop shall not be liable for any direct damages, costs, losses or liabilities in excess of the amounts paid by You to OnPrintShop. The provisions of this section allocate the risks under the EULA between the parties, and the parties have relied on these limitations in determining whether to enter into the EULA. OnPrintShop’s total aggregate liability to You for any claim in contract, negligence or otherwise arising out of or in connection with the provision of the EULA shall be strictly limited to the charges paid by You that are the subject of any claim made, the re-supply or replacement of the EULA.
5.3 Indemnification You must defend, indemnify and hold harmless OnPrintShop from all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against OnPrintShop, its agents, its customers, officers and employees, that may arise or result from the Software provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assignees.
5.4 Notification of claim In no event will a claim by brought by You unless You have notified OnPrintShop of the claim within one year of it arising.
5.5 Licensee indemnification If the Software becomes the subject of an infringement on another party's copyright or intellectual property where the infringement has not arisen out of Your modification to the Software or use of the Software in combination with other products, OnPrintShop may remedy the infringement by (a) purchasing license to the infringing part of the Software or (b) replacing the infringing part of the Software or (c) refund any fees paid by You for the Software.
5.6 Data loss OnPrintShop shall not be held responsible for Your Data. It is Your responsibility to maintain local copies of their data and maintain proper and sufficient insurance if coverage is required with respect to data loss.
6. Trademarks, publicity and name protection
6.1 Use of names and trademarks You may use OnPrintShop’s name or logos in order to identify Yourself as a customer. You must not make use of OnPrintShop’s name or trademarks, unless written permission is obtained from OnPrintShop or otherwise set out in the EULA.
6.2 Disrepute You must not commit any act where the result of which is the likely disrepute or harming of interests of OnPrintShop’s name or the name of its third party suppliers, whether through explicit act or omission.
6.3 Promotional materials and publicity You permit OnPrintShop to use You in promotional materials and for publicity purposes. You can opt-out at any time by writing to: email@example.com.
7.1 Access to and disclosure of Your Data OnPrintShop reserves the right to access any or all Your accounts in order to (a) respond to Your requests for technical support and (b) connect anonymized usage data. OnPrintShop shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. OnPrintShop will not disclose Your data except if compelled by law or if permitted by You.
8. Payments, sales and refunds
8.1 Payment of fees The Software will be available to you for use upon your receipt of full payment and installation on your server by OnPrintShop. The license fees paid by you are paid in consideration of the license granted under this Agreement. OnPrintShop does not refund license fees. By accepting this Agreement you fully understand that once license fee payment is made to OnPrintShop you will have no recourse for receiving a refund of any part of the fees. You must pay all fees by the due dates.
8.2 Upgrading Product You are entitled to upgrade your Product at any time, and will be billed for the difference in price. You will not receive a refund when switching down to a lower priced Product. OnPrintShop will review current version available and version purchased by you to workout cost and efforts. Some updates may require manual work or dependent upgrades which will be necessary for upgrading product.
8.3 Price changes OnPrintShop reserves the right to change prices at any time.
8.4 Credit card billing or Paypal If You choose to pay by credit or debit card or Paypal You authorize OnPrintShop to debit Your account renewal fees from Your card. OnPrintShop uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for OnPrintShop. OnPrintShop may use Your information in order to perform fraud screening.
8.5 Refunds There is no specific refund policy. OnPrintShop offer fully functional evaluation account via http://www.onprintshop.com/web-to-print-solution-demo.html that should be used to evaluate and test the Software before purchasing. Any refunds will be made entirely at OnPrintShop’s discretion.
8.6 Refusal of sale OnPrintShop’s reserves the right to refuse sale of the Software to anyone.
9. Termination and cancellation
9.1 Cancellation This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until terminated. Without prejudice to any other rights, this Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. If you are leasing the Software, and fail to pay the applicable license fees, OnPrintShop shall have the right to disable the Software. You may terminate this License Agreement at any time by: (i) providing written notice of your decision to terminate the Agreement to OnPrintShop, and (ii) either returning the Software, Documentation, all copies thereof, and all license keys that you have obtained to OnPrintShop or destroying all such materials and providing written verification of such destruction to OnPrintShop. OnPrintShop may terminate this Agreement if you breach any term of the Agreement by giving you written notice of your breach and OnPrintShop decision to terminate the Agreement. Upon termination of the Agreement by OnPrintShop, you agree to either return to OnPrintShop the Software, Documentation, all copies thereof, and all license keys that you have obtained, or to destroy all such materials and provide written verification of such destruction to OnPrintShop.
9.2 Right to terminate OnPrintShop reserves the right to suspend or terminate the services and/or this EULA at any time. If You are a company and You go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with Your creditors, OnPrintShop reserve the right to suspend services and/or terminate this agreement forthwith.
9.3 Obligations of termination and cancellation Upon termination or cancellation of the EULA, You must immediately (a) remove all copies of the Software from all systems and (b) destroy all archived copies of the Software.
9.4 Failure to comply OnPrintShop may terminate the EULA and your license to the Software if You fail to comply with the terms set out in the EULA. No refunds will be made for services suspended or terminated due to violation of this EULA.
9.5 Recovery of fees and costs Should You continue to use the Software after notice of termination has been received, You will be liable to pay all costs, including reasonable attorneys fees, to enforce OnPrintShop’s revocation of the Software, as well as any damages suffered by OnPrintShop in the process.
9.6 Survival Clauses 1.1, 1.2, 1.4, 1.5, 2.4, 2.6, 2.7, 2.9, 2.10, 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.4, 5.6, 6.1, 6.3, 7.2, 8.1, 9.3, 9.4, 9.5, 9.6 of the EULA will survive termination of the EULA.