The present Agreement is a legally binding agreement concluded between You (either an individual or legal entity), hereinafter referred to as "Customer", and Pilgrim Tech Ltd (hereinafter referred to as "Vendor").
Please read this agreement before using any of Vendor products or services. By downloading, installing or using any Vendor products or services you ("Customer") signify acceptance of and agree to the terms and conditions of this agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its Affiliates to this Agreement. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use Vendor products or services. This Agreement is effective as of that date that you accept it.
1.1. "Customer" means the legal entity or individual that agrees to the terms of this Agreement. The individual who physically signs the "Agreement" and warrants that he/she has the legal authority to agree to the terms and conditions contained herein.
1.2. "Customer Data" means all electronic data submitted by or on behalf of the Customer to the Vendor.
1.3. "Documentation" means installation guides, user guides and other end documentation provided by the Vendor.
1.4. "Email Order" means an order of requirement with respect to the software which is raised by the Customer that specifies the Product, Training Services, Support Services, and/or Professional Services purchased by the Customer under this Agreement that is entered into by the Customer (or any Affiliate) and the Vendor.
1.5. "Product" means digital products (the result of intellectual activity created by the Vendor), access to which is provided in accordance with the terms of this Agreement.
1.6. "Professional Services" means implementation, development, installation and configuration services provided by the Vendor in connection with the Product, as described in more detail in a Statement of Work or on an Order Form.
1.7. "Statement of Work" ("Quote") means a document that describes certain Professional Services purchased by the Customer under this Agreement. With respect to the Customer, the Product includes the plan and/or products identified in the Statement of Work / Quote.
1.8. "Support Services" means the support services provided by the Vendor in accordance with the Vendor then-current support plan as requested by the Customer via email and as identified in the Email Order. In the event that the level of support is not identified in the Order Form, Customer shall receive a "basic" level of support that is included in the Product.
1.9. "Users" means individuals who are authorized by the Customer to use the Product, for whom a subscription to the Product has been procured. Users may include, for example, the Customers and the Customer employees, consultants, clients, external users, contractors, agents, and third parties with which the Customer does business.
2. Grant of license.
Subject to the terms and conditions of this Agreement, the Vendor hereby grants the right to use the License after the purchase of any paid License as advertised on this website or other marketplaces. The Vendor provides the Customer with downloadable files or the license key to install and activate the Product.
The license provided to the Customer is accessible for lifetime by paying a one-time cost. Such one time cost shall not include the version updates and support after 12 months of the purchase. In order to access such version updates, support, security fixes and compatibility, the Customer shall pay such prevalent fees and charges as provided by the Vendor. The technical support from the developers will be based on the active support plan renewed as per your business needs every year.
3. Customer obligations
The Customer is responsible for all activities conducted under and its Users logins on the Product. The Customer shall use the Product in compliance with applicable law and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Product, or any part thereof, or make it available to anyone other than its Users; (ii) The Customer shall be responsible for its usage of the Software and shall comply with all applicable laws and regulations with respect to its usage of the Software, including its transferring, storing or processing of Personal Data via the Software; (iii) send or store infringing or unlawful material in connection with the Product; (iv) breach, circumvent, tamper with or disable any security or other technological features or measures of the Vendors Services; (v) attempt to probe, scan or test the vulnerability of any systems related to the Vendor Services, including penetration or load tests, without the Vendor prior written approval for each test instance; vi) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs to the Product; (vii) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Product or the data contained therein; (viii) modify, copy or create derivative works based on the Product, or any portion thereof; (ix) access the Product for the purpose of building a competitive product or service or copying its features or user interface; or (x) delete, alter, add to or fail to reproduce in and on the Product the name of the Vendor and any copyright or other notices appearing in or on the Product or which may be required by the Vendor at any time.
4. Price and payment
4.1 Fees: The fees for Software, Professional Services, and Support and Maintenance Services shall be paid by the Customer as per their requirement based on the prices displayed on the licensing page of the website and can also directly contact the Vendor via email for any specific requirements. The Customer can place an order on the website or can directly place an order for purchase of the software via email to the Vendor. If the Customer chooses to contact the Vendor for a digital product license directly, the Vendor shall provide the Customer statement of work / quotations as per the requirements of the Customer.
The fees required to be paid hereunder do not include any amount for taxes, duties or import/export fees. If withheld by a government entity, the Customer shall reimburse the Vendor and hold the Vendor harmless for all sales, use, VAT, excise, property, or other taxes or levies, duties or import/export fees which the Vendor is required to collect or remit to applicable tax authorities (including any interest or penalties thereon). Unless the Customer provides the Vendor a valid exemption certification from the applicable taxing authority, the Customer shall pay to the Vendor or its agents the amount of any such tax.
The Customer agrees to pay the Vendor all fees in advance i.e. immediately after placing the order via email unless otherwise explicitly agreed by the Vendor. Except as otherwise specifically provided in this Agreement, all Fees paid and payable to the Vendor hereunder are non-cancelable and non-refundable. If the Customer fails to pay any Fees due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of Law, (i) the Vendor reserves the right to suspend the Product upon thirty (30) days written notice, until such amounts are paid in full, and (ii) the Vendor will have the right to levy additional interest equal to the amount of the used services. (iii) the Vendor shall suspend the subscription license and the Customers shall no longer be eligible to use the benefits of the said license. (iv) The Perpetual Licenses shall no longer receive updates as specified in point no.2.
4.2 Expenses: Unless otherwise specified in the applicable Statement of Work / Quotations, upon invoice from the Vendor the Customer will reimburse the Vendor for all pre-approved, reasonable expenses incurred by the Vendor while performing the Professional Services, including without limitation, transportation services, lodging, and meal and out-of-pocket expenses related to the provision of the Professional Services.
4.3 Taxes: Fees do not include and may not be reduced to account for any taxes including any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes"). The Customer is responsible for paying all Taxes associated with its purchases hereunder.
5. Relationships between parties
The relationship between the Customer and the Vendor Inc is that of licensee / licensor. The Vendor may use the Customer name and logo to identify the Customer Company as a customer of the Vendor. The Vendor use of the name and logo does not create any ownership right therein and all rights are granted and reserved by the Customer. The Customer reserves the right to request to update or remove the logo from the public website.
Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in this Agreement shall be construed to limit either party's right to independently develop or distribute software that is functionally similar to the other party's products, so long as proprietary information of the other party is not included in such software.
6. Reservation of rights
The Vendor reserves to itself all rights in and to the Vendor Services and Documentation not expressly granted to customers under this Agreement.
Each party ("Receiving Party / Recipient") may, during the course of its provision and use of the Product or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party ("Disclosing party") which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations ("Confidential Information"). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Receiving party; (c) were rightfully known to the Recipient prior to its receipt thereof from the Disclosing party; (d) are or were disclosed by the Disclosing party generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission, or (ii) disclose or make the Disclosing Party’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a "need to know" in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of similar kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the one party is compelled by law to disclose Confidential Information of the other party, it shall provide the Disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
8. Data protection
8.1. Personal Data / customer data shall mean all such data provided by the Customer directly to the Vendor, which only includes name and email address and any other information collected for the sole purposes of providing services to the Customers. The Vendor shall use its best endeavors to guarantee due compliance with the applicable obligations and exceptions laid down by mandatory law and regulation.
8.2. Personal Data / customer data will be stored as long as such data is necessary for the purpose of providing the Product, Professional Services and the Agreement.
8.3 Personal Data / customer data of the users shall not be transferred or handed to any third parties other than the government authority with court orders to transfer such data.
9. Warranty and refund policy
the Vendor warrants that the software will materially confirm the accompanying documentation for a period of 7 days from the date of initial delivery.
At the Vendor, the Customer will only be able to claim if the refund has been raised by the Customer within 10 days from the date of purchase, only under the following circumstances:
- if the software or the features you have purchased is not working as advertised on the website/ marketplace and you have attempted to resolve the issues with our support team;
- you have purchased the wrong license or the Vendor product and informed us within a period of 10 days from your purchase;
The Customer is not eligible for the refund under all the following circumstances:
- The Software is not used in accordance with the Vendor’s instructions;
- The Software defect has been caused by any of the Customer malfunctioning equipment or the Customer provided software;
- The Customer has made modifications to the Software not expressly authorized in writing by the Vendor;
- Software is not working due to customers environmental changes;
- Combined the software with other products;
- The Customer no longer requires the software after the purchase or changes his/her requirements towards the Product;
- In cases where the Customer has willingly purchased the software after taking the demo/trial from the Vendor team.
If refunded, the Customer license in the use of the defective Software shall be terminated and the defective Software shall be returned to the Vendor immediately after receipt of the refund. The Vendor does not warrant and explicitly states that the operation of the Software will be uninterrupted or error free, or that all software defects can be corrected.
The Product is owned by the Vendor and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Product is licensed, not sold, to You for use solely subject to the terms and conditions of this Agreement.
11.1 If a third party makes a claim against the Customer that the Software infringes any patent, copyright or trademark, or misappropriate any trade secret ("Claim"), The Customer shall (a) promptly notify the Vendor of the Claim, (b) provide the Vendor with the sole control of the defense and settlement of the Claim, and (c) provide the assistance, information and authority reasonably requested by the Vendor in such defense and settlement. The Vendor shall defend the Customer and its directors, officers and employees against the Claim at the Vendor expense and the Vendor shall pay all losses, damages and expenses (including reasonable legal fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Vendor, to the extent arising from the Claim.
11.2 Exclusions from Obligations: the Vendor will have no obligation under this Section 13 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) not supplied by the Vendor, (b) that are modified by the Customer after delivery (c) use of the Vendor Services in combination with other products, services, processes or materials where the alleged infringement relates to such combination which were unauthorized by the Vendor; (d) use of the Vendor Services by the Customer for purposes outside the scope of the rights and licenses granted to the Customer (e) where the Customer continues use of the infringing Software following the Vendor’s supplying a modified, amended or replacement version of the Software, or (f) the Customer failure to use the Vendor’s Services in accordance with this Agreement and the Documentation; (g) any modification of the Vendor Products by the Customer not made or authorized in writing by the Vendor; or (e) any activity after the Vendor has provided the Customer with a work around or modification that would have avoided such Claim. This Section sets forth the Vendor entire obligation and the Customer exclusive remedy with respect to any infringement, misappropriation or other violation of third party rights.
The Customer undertakes to reimburse the Vendor for any reasonable out of pocket expenses incurred by the Vendor if the cause of the infringement is attributable to the Customer actions as stated herein.
11.3 In the event of such a Claim being brought or threatened or in the event an injunction is issued or threatened, the Vendor may, at its option and expense, either procure for the Customer the right to continue to use the Software, modify or replace the Software so as to avoid infringement, or accept the return of the infringing Software and return the license fee paid for such infringing Software.
11.4 The provisions of this Section set forth the Vendor sole and exclusive obligations, and the Customer sole and exclusive remedies, with respect to infringement of intellectual property rights and/or proprietary rights of any kind.
12. Limited warranty
THE PLUGIN IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL THE AUTHOR or AUTHORS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OF THE PLUGIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, SUPERSEDING ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS LICENSE.
13. Limitation of liability
IN NO EVENT SHALL THE VENDOR OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE PLUGIN, EVEN IF THE VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL LEGAL ISSUE SHOULD BE JUDGED BY THE COURT INDICATED BY THE VENDOR.
14. Excluded damages
IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
15. Term and termination
15.1 Term: This Agreement shall commence on the Effective Date and shall continue in effect unless terminated as set forth herein.
15.2 Termination: This Agreement, or a license granted hereunder, may be terminated (i) by mutual agreement of the Vendor and the Customer, (ii) by either party if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days following receipt of breach notice, or (iii) by either party if the other party becomes insolvent or is adjudged as bankrupt; makes an assignment for the benefit of creditors; has a receiver appointed; or files a petition of bankruptcy.
15.3 Effect of Termination: Upon termination of this Agreement or expiration or termination of a license, all rights granted to the Customer for the applicable license(s) shall cease and the Customer shall immediately: (i) cease using the applicable Software and Documentation, (ii) return the applicable Software to the Vendor together with all Documentation and other materials associated with the Software and, or destroy such items, (iii) cease using the Maintenance Services associated with the applicable License(s), (iv) give the Vendor a written certification that the Customer has complied with all of the foregoing obligations, and (v) in case of termination due to an uncured the Customer breach, the Customer will pay the Vendor or the applicable Partner all amounts due and payable.