END USER LICENSE AGREEMENT
Introduction
This End-User License Agreement (“EULA”) between you (“You” or “you” or “your”) and Tarnea Technology Solutions Private Limited (“Tarnea”) governs your use of any or all of the products (“Product”) as mentioned in Annexure A. If You are agreeing to this EULA not as an individual but on behalf of your employer/company, then You means your employer/company, and You are binding your employer/company to this EULA.
Definition
“Account” means the unique arrangement between You and Tarnea under which (i) You Use or permit the Use (by your employees/contractors) of the Services and the Product; (ii) all transactions and Content associated with Your Use of the Services and the Product is recorded; and (iii) You may be permitted to create one or more Administrative User Subaccounts and Functional User Subaccounts;
“Administrative User” means a User designated by Tarnea who has administrative control over the usage of the Product once deployed by You, vide an Administrative User Subaccount;
“Confidential Information” means information shared by the disclosing party with the receiving party including but not limited to the business plans, business forecasts, financial information, offers/discounts offered on Products, customer lists, development, design details, specifications, patents, copyrights, trade secrets, proprietary information, methodologies, techniques, sketches, drawings, models, inventions, know-how, processes, algorithms, software programs, software source documents, documentation and third party materials;
“Content” means any data, code, content, images or other materials of any type that You (including your Administrative Users and Functional Users) upload, process, submit or otherwise transmit through the Product;
“Device” means a computer system, mobile or tablet or any compatible device through which the Product can be accessed or used;
“Functional User” means a User which is not an Administrative User;
“Device Application” shall mean that version of the Product which can be accessed by an Administrative User or a Functional User (using a duly created Account);
“Login Credentials” means the login id and the password issued by Tarnea for the Administrative User(s) or generated by You using the Administrative User Subaccount for the Use of the Product by Functional User(s);
“Tarnea Material” means any brochures, training materials, documents, shared by Tarnea with You;
“Use, Using or Used” means to directly or indirectly activate the processing capabilities of the Product, load, execute, access, utilize, store, employ the Product, or display information resulting from such capabilities including uploading any Content or generating any Content by utilizing its capabilities;
“User” shall mean and refer to Administrative Users and Functional Users collectively;
“Report” means the report, data generated by the User using the relevant functionality(ies) of the Product;
“Web-based Application” means Tarnea’s web-based version of the Product which can be accessed by way of a web-browser; and
“Website” shall mean Tarnea’s website [[www.tarnea.com, www.irevo.in, www.medical-store.in] and all the sub-domains under these websites.
Accepting the EULA
By downloading, installing, or using the Product (whether vide the Web-based Application or the Device Application) on any Device, You agree to be bound by this EULA.
By agreeing to the EULA, you are allowing us to send you promotional and transactional communications via SMS and Whatsapp services.
Tarnea reserves the right to modify the terms of this EULA at its discretion. If Tarnea makes any material changes to the EULA terms, the same shall be notified to You via email or posting a notice on the Website or via pop-up message which is displayed immediately upon login as the case may be.
You must be legally capable of entering in to a binding contract under the laws of India. If You are not legally capable of entering into a contract under the laws of India, You cannot use the Product and You must uninstall the Product and cease its use immediately. If You are a non-individual such as a company, the person entering into this EULA must be duly authorized (by such non-individual entity) to enter into it.
Any use of the Product by ‘bots’ or other automated tools or methods is not permitted under this EULA.
This EULA is applicable to your Use of any and all of the Products subject to the condition that there are specific terms governing each Product that are deemed to be incorporated into this EULA. In the event of a conflict between the terms of this EULA and a Product specific terms and conditions, the terms of the specific Product will prevail to the specific extent set out in such variant specific section.
Registration
1. In order to access certain Services, you may be required to sign up for an account, and select a password and user name. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your user name a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. TARNEA may verify your email address and or mobile number before your account can be used. However, such verification shall not be deemed to be an authentication or validation of the information provided by you.
2. You agree to provide truthful, complete and correct information when you register for the Service and you are required to keep such information updated from time to time. You must take due care to protect your username and password against misuse by others and promptly notify TARNEA about any misuse that may occur. You are personally responsible for any use of the Service.
3. We reserve the right, in its sole discretion, to deny you access to the Product or any portion thereof without notice for the following reasons (a) immediately by the Product for any unauthorized access or use by you (b) immediately by the Product if you assign or transfer (or attempt the same) any rights granted to you under this Agreement; (c) immediately, if you violate any of the other terms and conditions of this User Agreement.
Accounts Password and Security
1. You agree and understand that you are responsible for not automating account creation. You are also responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to TARNEA for all activities that occur under your account. TARNEA is not responsible whatsoever for any actions taken under your account.
2. If you become aware of any unauthorized use of your password or of your account, you agree to notify TARNEA immediately at feedback@tarnea.com
Sharing User Details
1. You agree that in the event we receive a summons issued by a court or from a law enforcement or government agency, we shall comply with such summons without your consent or prior notice to you and may disclose your IP address, username, name, IP location or other information in response thereto. This is to be read along with the Privacy Policy.
Informed Consent
By using the Product of Tarnea, You hereby accept the following:
1. You hereby represent and warrant that you have been duly incorporated under the applicable laws and have full legal right and authority to be engaged in the business of dispensing pharmaceutical products and have obtained a valid license. You have accepted this Agreement with full authority and are duly authorized to execute this Agreement and to bind and to perform your obligations as herein contemplated and that neither the performance of the obligations or execution of this Agreement will violate or be in violation of any applicable laws.
2. You represent that there are no litigations pending or threatened (judicial, regulatory or otherwise) that would or might prevent or adversely interfere with the performance of your obligations under this Agreement.
3. How to use the Product (iRevo Application).
a. You shall download the iRevo application through Google Play Store.
b. On accepting the terms of this Agreement you are required to register your pharmacy on iRevo application.
c. To proceed with the transaction on your application you are required to provide certain information including but not limited to store address, city, state, pincode, etc.
d. You are required to provide your personal and sensitive information for the KYC verification including but not limited drug license, registered pharmacist certificate, GST certificate, Partnership deed or certificate of incorporation and any address proof.
e. Upon successful KYC verification you shall be entitled to share the link of the iRevo application to your customer (“Customers”) via sms and/or whatsApp.
f. The Customer shall connect to your store via the link shared by you and shall raise an enquiry about the medicines including but not limited to prescribed medicines, OTC (Over the Counter) products, cosmetics, FMCG (Fast Moving Consumer Goods), etc., (“Medicine”).
g. Upon confirmation of the availability of the Medicine the Customer shall confirm the order of the Medicine (“Order”). You shall convey the acceptance of the Order to the Customer within eight (8) hours from the time of the Order. In the event of non-receipt of notification by the User, the Order shall automatically stand rejected.
4. Your obligations towards Customer
a. You represent and warrant that you have a valid license to dispense the Medicine ordered by the Customer.
b. You represent and warrant that you shall use the personal and sensitive information of the Customer in a lawful manner and only for the purpose of providing services to the Customer.
c. You agree and acknowledge that you will dispense Medicines only upon receipt of original and valid prescription from the Customer. Further you shall verify the validity of the prescription before accepting and while delivering the Order of the Customer.
d. You represent and warrant that you shall deliver the Medicine on time.
e. You represent and warrant that the price of the Medicine charged by you shall not exceed the MRP (Maximum Retail Price).
f. You agree and acknowledge that you shall verify the content, manufacturing date, expiry date, etc. before the delivery of the Medicine.
g. You represent and warrant that in the event you are suggesting the alternative medicine to the Customer, you have acquired the permission of the Customer before delivering the Medicine to the Customer.
h. You agree and acknowledge that you shall mention the terms of return and replacement of the product clearly on the invoice raised by you.
i. You agree and acknowledge that you shall provide the services and dispense medicines strictly in compliance with the Drugs and Cosmetics Act, 1940 (“Drugs Act”), read with the Drugs and Cosmetics Rules, 1945 (“Drugs Rules”), Pharmacy Act, 1948 (“Pharmacy Act”) and the Consumer Protection Act, 2019, Legal Metrology Act, 2009, and Consumer Protection (E-Commerce) Rules, 2020.
j. You agree and acknowledge that you shall ensure that the access to the information of the Customer to your employees is restricted and provided strictly on need to know basis.
j. You agree to adhere to the delivery and replacement obligations as informed to the Customer on the Application and your invoice as may be applicable.
5. Your obligation towards Tarnea
a. You represent and warrant that the information and the documents provided by you for KYC verification are accurate and updated.
b. You represent and warrant that the license submitted by you to Tarnea is a valid license.
c. You agree and acknowledge that you shall maintain the records of transactions and shall submit the same as and when requested by Tarnea or the appropriate authority.
d. You agree and acknowledge that you are in compliance with the Drugs and Cosmetics Act, 1940 (“Drugs Act”), read with the Drugs and Cosmetics Rules, 1945 (“Drugs Rules”), Pharmacy Act, 1948 (“Pharmacy Act”) and the Consumer Protection Act, 2019, Legal Metrology Act, 2009, and Consumer Protection (E-Commerce) Rules, 2020.
e. You agree and acknowledge that Tarnea shall at no point in time be liable for the losses, damages, or expenses suffered by the Customer owing to the disclosure of information (that is consented by the Customer as detailed in this EULA or that is lawfully disclosed by Tarnea to government, investigative or regulatory authorities) by Tarnea. You agree and understand the revocation of consent to this EULA by you shall be effective from the date Tarnea acknowledges the intimation of revocation of consent by you and such revocation shall not have retrospective effect under any circumstances.
f. You represent and warrant that the content of the Medicine is verified by you individually in case of dispensing of the Medicine by your employee/consultant or any other person on behalf of you who is a registered pharmacist.
g. You hereby agree to indemnify Tarnea, it directors, employees and representatives for any losses or damages arising from your acts or omissions including but not limited to breach of this EULA, violation of applicable laws (including but not limited to Drugs and Cosmetics Act, 1940 (“Drugs Act”), read with the Drugs and Cosmetics Rules, 1945 (“Drugs Rules”), Pharmacy Act, 1948 (“Pharmacy Act”) and the Consumer Protection Act, 2019, Legal Metrology Act, 2009, and Consumer Protection (E-Commerce) Rules, 2020) and for any deficiency in services or products provided to the Customer. It is explicitly clarified that no limitation of liability shall be applicable for this indemnification obligation.
g. You are prohibited from publishing, hosting, displaying, uploading, modifying, transmitting, posting, communicating, updating, or sharing any information that –
(a) belongs to another person and to which the User does not have any right to;
(b) is grossly harmful, harassing, abusive, blasphemous; defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
(c) harm minors in any way;
(d) infringes any patent, trademark, copyright or other proprietary rights and third-party intellectual property rights;
(e) violates any law for the time being in force;
(f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(g) impersonate another person;
(h) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer resource;
(i) threatens the unity, integrity, defense, security, or sovereignty of India, friendly relations with
foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
(j) can be considered as unsolicited messages (commercial or otherwise).
(k) is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity, or agency for financial gain or to cause any injury to any person.
By Using the Products (as mentioned in Annexure A) of Tarnea, You hereby accept and provide your consent to the following:
1. For Tarnea to access details of your customers (“Customer”) including but not limited to, name, e-mail address, contact number, and the transaction details for purposes including but not limited to generation of SmartBills
2. For Tarnea to contact Customers through social media platforms such as Facebook, WhatsApp, SMS, Email & other social media platforms.
3. For lending platforms including but not limited to buy now and pay later (BNPL) platforms, applications, and websites, to contact You to inform or advertise their products and services (including but not limited to offers of lender products and BNPL services to the Customers on Tarnea’s payment gateway, Tarnea’s online store for Your consumers, offered to You along with the Products of Tarnea (as mentioned in Annexure A) and payment platform).
4. For Tarnea to promote new products and services to You and/or the Customer on the Application, SmartBills and Tarnea’s online store for Your consumers, offered to You along with Tarnea iRevo.
5. To share Your information with suppliers and pharmaceutical and FMCG brands.
6. For other ancillary or connected purposes in relation to the aforesaid activities.
License Grant
Subject to the terms and conditions of this EULA and You paying the applicable fees, Tarnea hereby grants You a revocable, non-exclusive, non-transferable, non-sublicensable license to Use the Product, any Report(s) that are generated through the Use of the Product, and all Tarnea Material, in accordance with the terms of this EULA or such other terms as intimated from time to time, in the territory of India. Except for the limited rights set out in this EULA, Tarnea grants you no other license or right in the Product, Report(s) or Tarnea Material. Your license will end when this EULA is terminated even if there are terms to the contrary set out elsewhere in this EULA or in other documentation entered into between Tarnea and You.
The Product may be provided with certain Open Source Software (“OSS”). Your Right to use such OSS shall be governed by the applicable OSS license agreement instead of the terms of this EULA.
All acts and/or omissions of all Administrative Users and Functional Users in relation to the Product and its Use shall be attributable to You and You shall assume full liability and responsibility for the same.
Proprietary Rights and Non-exclusivity
You acknowledge and agree that Tarnea owns all legal right, title and interest in the Product, any Report(s), (any customizations and modifications thereto or derivative works thereof) including but not limited to any ideas, concepts, inventions, systems, platforms, interfaces, tools, utilities, user interface, algorithms, logic, formulae, scripts, work flows, processes, software, methodologies, databases, know-how, trade secrets and other technology and information including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist.
This EULA is a non-exclusive arrangement. There is no prohibition or restriction on Tarnea to provide same or similar rights as set out in this EULA to any other person.
Provision of the App
1. The App is designed to provide You an in-app browsing experience. The App provides all stock call information, views and investment tips expressed by investment experts etc. All such information is referred to here as the ‘content’. The app aggregates such content within one platform for easy access by You and for assisting You to find corresponding content of Your interest.
2. The App does not host, display or transmit any content owned by third parties on its servers, unless We either have a license or are not prohibited under the applicable law, to do the same.
3. You agree and acknowledge that the App does not report and/or broadcast any content on its own accord and TARNEA is not responsible or liable for the content or accuracy of the summary of content that may be accessed by You through the App.
Payment
a. The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Any and all such charges, fees or costs are your sole responsibility.
b. The App is subject to payments (the “Paid Services”). Please see our Subscription page for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.
Billing
a. We use a third-party payment processor or the App store from which you originally downloaded the App (‘Payment Processor’) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
b. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
c. Recurring Billing. The Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g., monthly) without further authorization from you, until you provide prior notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we reasonably could act. To terminate your authorization or change your payment method, go to the account settings on TARNEA, App store as applicable.
d. Current Information Required. You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date), and you must promptly notify us or our payment processor if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made in your account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services as set forth above.
e. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized, you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
f. Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done through your account settings, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings or terminate from the App store as applicable. If you terminate a Paid Service, you may use your subscription until the end of your then-current term and your subscription will not be renewed after your then-current term expires. However, the refund of the subscription fee shall be made in accordance with the terms of Refund Policy.. If you do not want to continue to be charged on a recurring monthly basis, you must cancel the applicable Paid Service through your account settings or terminate your Company account before the end of the recurring term. Paid Services cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, TARNEA shall refund the subscription fees in accordance with the terms of the Refund Policy.
g. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
h. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at engage@tarnea.com
Refund Policy
The terms and conditions specified below are applicable only for the use of iRevo App.
a. In the event the Customer wishes to terminate the services provided under iRevo App, then the Customer shall request Tarnea for the cancellation of the subscription during the validity of the subscription by providing prior written notice of thirty (30) days to Tarnea.
b. The Customer shall send the above-mentioned notice to ‘irevo@tarnea.com’ email id with a subject line as ‘Cancellation of Services’.
c. The refund process shall be effective from the date of completion of the above-mentioned notice period and the refund shall be made only upon completion of notice period.
d. The refund of the subscription amount shall be applicable only to the extent of unused services. For example, if the Customer has subscribed for a particular monthly plan and the services are used only for 20 (twenty) days and has not used for the remainder period of a month i.e for ten (10) days, then the Customer shall be entitled to receive refund for unused duration of ten (10) days.
e. The refund is not applicable for the set-up and one-time charges.
f. The refund amount shall be credited directly to the Customer’s bank account within thirty (30) business days from the date of receipt of cancellation request.
g. The Customer shall provide the following details at the time of request for cancellation of services:
(i) Customer name as mentioned in the original subscription
(ii) Owner’s name
(iii) Registered address of the Customer
(iv) Registered mobile number of the Customer and alternate number (if any)
(v) Registered e-mail id of the Customer
(vi) Bank account details/VPA of the Customer
h. The refund shall be only to the limit of unused subscription amount and no interest shall be payable by Tarnea.
i. Save as mentioned above Tarnea shall not process any refunds or accept any cancellation or refund request.
j. This Refund Policy is subject to change at the sole discretion of Tarnea without the requirement to provide prior intimation to Customers and Customers are advised to the visit the EULA section of the website (https://tarnea.com/) to keep themselves updated about the latest refund policy.
Usage of content
1. You agree:
a) To use the content only for your establishment.
b) To use the content in accordance with the restrictions set out in the applicable laws, additional terms, guidelines and policies or on the product pages that apply to that particular piece of the content;
c) Not use the App or any content provided thereof for any purpose that is illegal, unlawful or prohibited by this Agreement;
d) Not to use any automated systems or means, except for those provided by us, for the selection or downloading of the content;
e) Not to give out your password or otherwise allow other people to access the content. The restrictions on copying that apply to applicable media also apply to the content accessed as part of this Service.
f) No part of the content displayed in the App may be reproduced or transmitted to or stored in any other web site or app, nor may any of its pages or part thereof be disseminated in any electronic or non-electronic form, nor included in any public or private electronic retrieval system or service without prior written permission from TARNEA.
g) Not to make copies, give, sell, resell, loan, rent, offer, broadcast, send, distribute, transfer, communicate to the public, reproduce, modify, display, perform, commercially exploit or make the content available unless otherwise authorized in the applicable terms and to advise TARNEA promptly of any such unauthorized use;
h) Not to remove, circumvent, reverse engineer, decrypt, or otherwise alter or interfere with any applicable usage rules or attempt to circumvent digital rights management or copy protection features associated with the content or any other technologies used to control the access to or use of the content or its identifying information;
i) You will not attempt to or engage in any activity that may, use any robot, spider, retrieval application, or other device to retrieve or index any portion of the App or content thereof and/or collect information about users of the App for any illegal or unlawful purpose and/ or create any user accounts by automated means or under false or fraudulent pretences for using the App and/or transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature through the App;
j) You may not (whether directly or through the use of any software program) create a database in electronic or structured manual form by regularly or systematically downloading and storing all or any part of the pages from this App;
k) Not circumvent or disable any digital rights management, usage rules, or other security features of App; remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the App; and not use the App in a manner that threatens the integrity, performance, or availability of the App.
l) Use the App in any manner that could damage, disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of the servers, networks, computer systems or resources connected to any of the servers connected, directly or indirectly to the App, or interfere with any other third party’s use and enjoyment of the App;
m) Carry out any denial of service (DoS, DDoS) or any other harmful attacks on the App or; disrupt or place unreasonable burdens or excessive loads on, or interfere with or attempt to make, or attempt any unauthorized access to the App or any part of the App or any user of the App; or
n) You will not impersonate another person or impersonate, guide or host on behalf of, or falsely state or otherwise misrepresent Your affiliation with any person or entity, including, but not limited to Our officials, employees, agents, partners, affiliates, dealers and franchisees.
Software Terms
Accounts
Administrative User Subaccount: Upon subscribing for a license to Use the Product and agreeing to the terms of this EULA, Tarnea shall provide you with the requisite details along with the Login Credentials for the creation of an Administrative User Account (“Administrative User Subaccount”). The Administrative User Subaccount once created allows the Administrative User authorized to Use it to perform the functions set out in [User Menu] and oversee the Use of the Functional User Subaccounts.
Functional User Subaccount: Such number of Functional User Subaccount can be created by the Administrative User(s) (“Functional User Subaccounts”) in accordance with the instructions provided by Tarnea in this regard and the mutual agreement of the parties. The Functional User Subaccount allows the User authorized to Use it to perform the functions set out in User Menu}.
The information You provide to us when You create an Administrative User Subaccount or Functional User Subaccount must be accurate, complete and current. You also have the obligation to keep all Account information accurate, complete and current at all times. If any of the information You submit to us at the time of Account creation changes, You must promptly keep us updated of the same.
Unless otherwise agreed between the parties, at no point in time will You be allowed to (i)create more than one (1) Administrative User Subaccount and four (4) Functional User Subaccounts; (ii) access more than three (3) accounts (including Administrative User Subaccounts and Functional User Subaccounts) simultaneously.
You must keep all Login Credentials safe and secure. You are responsible for all actions taken through your Accounts. You are required to promptly inform Tarnea and modify your Login Credentials if such Login Credentials are compromised and/or misused/likely to be misused by a third party to improperly access the Product through your Accounts.
Number of Instances
This Product is licensed for Use only in conjunction with compliant Devices a list of which is available at [ www.tarnea.com ], the purchase and maintenance of which You are solely responsible and liable for, unless otherwise agreed by Tarnea and You. A specific Account may only be logged in using the Login Credentials attributable specifically to such Account. You are not allowed to Use or install any versions of the Product on a shared network, platform or resources where more than one Device is capable of accessing it simultaneously.
Obligations of the Parties
Your Obligations
Uploading complete and up to date data and Content pertaining to your business including but not limited to inventory of existing products, customer details and details of past sales and purchases;
Providing Tarnea with complete and up to date data immediately when requested by Tarnea;
Providing clear instructions Using the functionalities of the Product to Tarnea in respect of the correspondence that is to be sent to individual customers or groups of customers;
Ensuring compliance with applicable law (including applicable data protection law) before uploading any personal information including sensitive personal information of any third party whether by way of procuring consent in the prescribed manner from individuals or otherwise.
Ownership and Sharing of Content
You own all of the right and title in the Content that You upload into the Product. Therefore, You are solely responsible for any Content uploaded into or generated by Using the Product through your Account. Your Content must not violate any applicable law or any right (including intellectual property right) of any person.
Upon termination of this EULA, any information provided by You for creation of any Accounts and any Content uploaded by You will be deleted by Tarnea from its records within a reasonable period of time following such termination.
Tarnea maintains a record of usage of the Product by the users to collect, store, analyze and use any data relating to their Use of the Product. To this end, Tarnea shall record the number, type, frequency or other patterns regarding type and manner of Use of the Product by its Users. You acknowledge and agree to this right of Tarnea. You agree that Tarnea retains all legal rights, title and interest in any such record, report or analysis generated by Tarnea under this Section 8. You further agree that Tarnea may use the aggregated data relating to Use of the Product by all its users for improving the efficiency or adoption and usage of the Product. For the avoidance of doubt, Tarnea will not access your Content as part of its monitoring of the use and functioning of the Product.
Restrictions
Tarnea has only licensed the Product to You and Tarnea does not sell the Product. As between Tarnea and You, Tarnea owns all right, title and interest in and to the Product, and any intellectual property rights associated with it. You agree not to:
Upload any Content that belongs to another person and to which You do not have any rights to;
Upload any Content that violates any law for the time being in force;
Use the Product for any illegal purpose or in a manner that it violates any law or rights of any other person;
Permit Use of the same Product in a manner not authorized by this EULA;
Disassemble, decompile, unlock, reverse engineer, or decode the Product in any manner or create any derivative works based of the Product;
Re-sell, grant any rights under this EULA to any third party or lease, time-share, lend or rent Products;
Copy any features, functions or user interfaces of the Products;
Introduce any malicious code, virus, malware, or any other material that disrupts, slows down or causes the Product to malfunction;
Upload or generate any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable.
Additional Features
Tarnea shall from time to time release additional features of the Product. Use of these features may be subject to payment of additional fees and other terms as prescribed by Tarnea. To use such additional features in the Product, You are required to abide by such additional terms and pay fees, as applicable.
Disclaimers
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FUNCTIONALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TARNEA DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE SECURE, ERROR FREE, VIRUS FREE OR UNINTERRUPTED OR THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED OR THAT IT WILL BE ABLE TO RECTIFY/REMEDY ANY ERROR OR DEFECT.
YOU HAVE CHOSEN TO USE THE PRODUCT ON YOUR OWN VOLITION AND TARNEA BEARS NO RESPONSIBILITY AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. TARNEA WILL NOT UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR LOSS OF ANY DATA WHETHER FROM YOUR DEVICE OR THE SERVER, DUE TO USE OF THE PRODUCT.
TARNEA HAS NO CONTROL OVER THE CONTENT UPLOADED OR GENERATED BY YOU IN YOUR USE OF THE PRODUCT. TARNEA UNDERTAKES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY OTHER PERSON MAY SUFFER DUE TO ANY CONTENT UPLOADED OR GENERATED BY YOUR USE OF THE PRODUCT. TARNEA ASSUMES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY THIRD PARTY MAY SUFFER DUE TO ANY CONTENT SHARED BY YOU USING THE PRODUCT.
TARNEA SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE TARNEA’S REASONABLE CONTROL.
Indemnity and Liability
Tarnea will defend You from any claim made by a third party that your Use of the Product infringes a third party intellectual property rights (a “Claim”), and Tarnea will indemnify You and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by Tarnea (including reasonable attorneys’ fees) arising out of a Claim, provided that Tarnea has received from You: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of a Product is (or in Tarnea opinion is likely to be) enjoined, if required by settlement, or if Tarnea determines such actions are reasonably necessary to avoid material liability, Tarnea may, at its option and in its discretion: (i) procure a license for your continued use of the Product in accordance with this EULA; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund the fees paid by in accordance with Refund Policy You prorated using a straight line depreciation formula to reflect your use of the Product from the license purchase date. Tarnea’s indemnification obligations above do not apply: (1) if the Product is modified by any party other than Tarnea, but solely to the extent the alleged infringement is caused by such modification; (2) if the Product is used in combination with any non- Tarnea product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (3) to unauthorized use of Products; (4) to any Claim arising as a result of Your Content; (5) if You settle or make any admissions with respect to a Claim without Tarnea’s prior written consent; (6) if you promptly fail to update the Product, provided such infringement could have been avoided by use of the update.
You shall defend, indemnify and hold Tarnea harmless on demand from any claims, losses, damages, liabilities (including reasonable legal costs) arising from: (i) any third party intellectual property infringement claim arising from your use of the Product (including the Use thereof by an Administrative User or a Functional User) in violation of the terms of this EULA; (ii) any third party claim arising from the Content (including but not limited to the personal information) uploaded by You (or by an Administrative User or a Functional User) onto the Product.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TARNEA, ITS REPRESENTATIVES, AND LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY LOSS OF DATA, LOSS OF USE, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, LOSS OF INCOME OR PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU BY USE OF THE PRODUCT, WHETHER OR NOT YOU OR YOUR REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. IN NO EVENT SHALL TARNEA’S LIABILITY TO YOU EXCEED THE FEES PAID BY YOU TO TARNEA IN THE 12 (TWELVE) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
Confidentiality
Both Parties will, during the course this EULA, exchange and/or provide the other Party with access to their Confidential Information. Confidential Information may be disclosed to the receiving party either orally, visually, in writing or in any other form. The receiving party shall not disclose Confidential Information to any other person, firm, corporation, association or entity, for any purpose whatsoever without the prior written consent of the disclosing party. The receiving party shall take all reasonable security precautions, including precautions at least as great as it takes to protect its own confidential information, to protect the secrecy of the Confidential Information and shall disclose Confidential Information only to its employees or consultants on a need-to-know basis. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore, the disclosing party shall be entitled to appropriate equitable relief in addition to its other remedies under law for any unauthorized disclosure of Confidential Information by the receiving party.
Termination and Take-Down
Tarnea may terminate the EULA by giving You [insert] days prior written notice. Should You wish to terminate the EULA, You are required to provide sixty (60) days prior written notice sent to Tarnea via email at [engage@tarnea.com].
Tarnea has the right to terminate the EULA, if (i) You have breached any term in the EULA, (ii) it is required to do so under law, or (iii) Tarnea decides to discontinue the Product.
If Tarnea receives a take-down notice for any Content shared by You, it shall take reasonable steps to determine the basis for such notice. If Tarnea concludes that it is legally obligated to comply with such request or that it is appropriate for Tarnea to comply with such request, it may, in its sole and absolute discretion, remove such Content and provide written intimation to you of it. You will not be entitled to challenge Tarnea’s determination in this regard and Tarnea will not have any liability to You as result of taking down Content in accordance with this Section 15.
Consequences of Termination
Immediately upon the termination of this EULA You shall:
Stop using the Product and uninstall the Product from all the Devices; and
Return all the Confidential Information of Tarnea in your possession.
Publicity Rights
Tarnea may identify You as a Tarnea customer in Tarnea’s promotional materials. You may request that Tarnea stop doing so by submitting an email to [engage@tarnea.com] at any time. Please note that it may take us up to thirty (30) days to process your request.
General Terms
This EULA constitutes the whole legal agreement between You and Tarnea and governs your Use of the Product, and completely replaces any prior agreements between You and Tarnea in relation to the Product.
You must keep all information received by You from Tarnea in relation to the Product or otherwise, strictly confidential. You are not permitted to share such information with any third party without prior written permission of Tarnea.
You shall at all times, provide to Tarnea, its internal or external auditors/ inspectors, access to facilities where the Product is being used, and any other related data and records for the purpose of performing audits and inspections.
You agree that if Tarnea does not exercise or enforce any legal right or remedy which is contained in this EULA (or which Tarnea has the benefit of under any applicable law), this will not be taken to be a formal waiver of Tarnea’s rights and that those rights or remedies will still be available to Tarnea.
You hereby agree that You shall refrain from making any disparaging statement, written or verbal, to any third parties about Tarnea or the Products. You shall also refrain from any disparagement, defamation, libel, or slander regarding Tarnea, and agree to refrain from any tortious interference with the contracts and relationships of Tarnea.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this EULA is invalid, then that provision shall be deemed removed from this EULA without affecting rest of this EULA. The remaining provisions of this EULA will continue to be valid and enforceable.
The rights granted in this EULA may not be assigned or transferred by You without the prior written approval of Tarnea. You are not permitted to delegate Your responsibilities or obligations under this EULA without the prior written approval of Tarnea. Tarnea is entitled to assign, transfer or delegate any right, responsibility, duty or obligation under this EULA.
Any information provided by You for creation of an Account shall not be used by Tarnea for any purpose other than (i) to enable Your Use of the Product, or (ii) to render any service to You through Your Use of the Product, or (iii) to improve the product as mentioned in Section (8), or (iv) in any manner as permitted by You. Upon termination of this EULA, any information provided by You for creation of the Account will be deleted by us from Tarnea’s records, normally within six months after such termination.
This EULA shall be governed by the laws India without regard to any conflict of law provisions. You and Tarnea agree to submit to the exclusive jurisdiction of the competent courts at Bangalore, India to resolve any dispute arising out of this EULA.
ANNEXURE A
List of Products
1. Tarnea SmartMile®,
2. Tarnea EagleEye™,
3. Tarnea iRevo™,
4. Tarnea SmartChains™,
5. Tarnea Command Centre™
