End User Licensing Agreement

BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON OR BY ACCESSING OR USING THE SOFTWARE IN ANY MANNER, YOU INDICATE YOUR ASSENT TO THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (‘Agreement”).  

This Agreement is a legal agreement between SCOGO NETWORK PRIVATE LIMITED (“Company”, “we”, “us”, or “our”) and you, the permitted user of the SOFTWARE (“you” or “your”). 

THIS AGREEMENT GOVERNS YOUR ACCESS TO, INSTALLATION OF, SUBSCRIPTION TO, AND USE OF THE COMPANY’S SOFTWARE TITLED "Scogo AI" (THE “SOFTWARE”).

THIS AGREEMENT PROVIDES AND CAPTURES IMPORTANT LEGAL UNDERSTANDING REGARDING YOUR USAGE, AND ACCESS OF THE SOFTWARE AND YOUR RESPONSIBILITIES AND LIABILITIES THEREOF. THIS AGREEMENT IS AN EXTENTION TO THE SOFTWARE SUBSCRIPTION AGREEMENT EXECUTED BETWEEN COMPANY AND THE SUBSCRIBER (AS DEFINED HEREINAFTER) WHO HAS AUTHORISED YOU TO USE THE SOFTWARE AS AN EMPLOYEE OR CONSULTANT OF SUCH SUBSCRIBER.

IF YOU HAVE NOT BEEN AUTHORISED BY ANY LEGAL ENTITY TO USE THE SOFTWARE OR IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT ACCESS THE SOFTWARE. 

BY CLICKING “I AGREE”, “I ACCEPT”, OR ANY SIMILAR BUTTON; OR BY INSTALLING, DOWNLOADING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT INSTALL, ACCESS, OR USE THE SOFTWARE.

1. DEFINITIONS 

Capitalized terms used in this Agreement will have the definitions assigned below, or as indicated in context. Except as otherwise provided in this Agreement, technical terms commonly used in the industry will be so construed.

1. "Account(s)" shall mean an account created for you to use the Software.  

2. "Content" shall mean any document, data, material or information uploaded by you onto the Software.

3. "Documentation" shall mean any accompanying documents, content, user manuals, guides, data provided by Company to you along with the Software. 

4. “Intellectual Property” means and includes, all patents, trademarks, ideas, concepts, creations, discoveries, inventions, know-how, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, Software, Documentation, franchises, formulae, designs, data, documents, instruction manuals, records, memoranda, notes, whether or not copyrightable or patentable, or any written or verbal instructions or comments and other confidential information.

5. "Intellectual Property Rights" shall mean all rights, title, interests, and benefits in or to any Intellectual Property, whether registered or unregistered, including any applications, renewals, extensions, or future rights thereto, existing now or arising in the future, anywhere in the world.  

6. “Purpose” shall mean that usage of the Software for your internal business use only.

7. “Subscriber” shall mean an entity who has subscribed to the Subscription for its internal business purposes.

8. “Subscription” shall mean paid license to use the Software in accordance with the Software Subscription Agreement executed between the Company and Subscriber.

2. GRANT OF SUBSCRIPTION AND RESTRICTIONS

1. Grant of Subscription 

Subject to your compliance with the terms and conditions of this Agreement, the Company grants you, for the duration of the Term, non-exclusive, non-transferable, non-assignable, non-sublicensable, limited, and revocable Subscription to the Software, solely for the Purpose. All rights not expressly and unequivocally granted to you under this Agreement are hereby reserved by the Company.

2. Restrictions
   You shall not, directly or indirectly:

1. copy, modify, adapt, translate, reverse engineer, decompile, decrypt, disassemble, alter, reproduce, create derivates or otherwise make any changes to the Software or make any attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software;

2. use the Subscription in any manner to provide time-sharing, benchmarking or other computer services to third parties, or except as expressly provided herein, allow any third party to access or benefit from the functionality of the Software; 

3. use the Subscription for any purpose other than the Purpose or in violation of any applicable export control laws or regulations or for any unlawful or illegal activity; 

4. Unless permitted in writing, allow use of the Subscription to anyone other than you;  

5. use the Subscription to develop, market or sale any competing or similar product; 

6. use any of the Software’s components, add-ons, files, modules, externals, contents including associated subscription material separately from the Software; 

7. sell, distribute, rent, lease, lend, sublicense, upload to or host on any website, the Software, in whole or in part; 

8. engage in any activity that disrupts, compromises, or endangers the functionality, security, or performance of the Software; 

9. upload, transmit, or otherwise make available in connection with the Software any content that: (i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable, including content that promotes discrimination based on race, ethnicity, gender, religion, or any other protected category; (ii) contains viruses, malware, or any other harmful computer code, files, or programs designed to disrupt, damage, or limit the functionality of any computer software, hardware, or telecommunications equipment, including but not limited to viruses, time bombs, trojan horses, and other malicious code; (iii) violates, whether intentionally or unintentionally, any applicable local, state, national, or international laws or regulations, including but not limited to those related to Intellectual Property Rights, data protection, privacy, and cybersecurity 

3. YOUR RESPONSIBILITIES

1. Account Management 

To access and use the Software, you may be required to register through an account administrator designated by you. You shall ensure that all registration information provided is accurate, complete, and kept up to date. Failure to do so constitutes a material breach of this Agreement. You are solely responsible for maintaining the confidentiality of all account credentials and for all activities occurring under your accounts. The Company shall not be liable for any loss, damage, or unauthorized access arising from your failure to secure account credentials.

2. Compliance with Laws

You shall comply with all applicable local, state, national, and international laws, rules, and regulations relating to your use of the Software and Software, including laws governing data privacy, data protection, intellectual property, international communications, and the transmission of technical or personal data. You acknowledge that the Company exercises no control over the content transmitted, uploaded, or stored by you through the Software.

3. Unauthorized Use; False Information 

You shall: (i) notify the Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to the Company immediately and use reasonable efforts to stop any unauthorized use of the Subscription that is known or suspected by you, and (iii) not provide false identity information to use the Subscription.

4. System Requirements

You acknowledge that access to the Software may require compatible devices, internet services, third-party software, and periodic updates or upgrades. The performance of the Software may be affected by these external factors, for which the Company is not responsible.

5. Content Responsibility

You are solely responsible for all Content transmitted on the Software, and for ensuring that the Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other proprietary or Intellectual Property Right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive, malicious or illegal. 

6. Usage and Analytics Information

The Company, and its third-party service providers that perform services in connection with the Subscription may collect information regarding you including but not limited to your aggregate storage usage and may use such information only for the Company’s internal business purposes, including to perform its obligations under this Agreement and to ensure compliance with this Agreement. Any information collected pursuant to this Section shall not include any Content, or any ‘personal identifiable information’ as such term is defined in applicable privacy laws.

4. WARRANTY AND DISCLAIMER

1. The Company hereby warrants that the Software will perform substantially in conformance with the Documentation. This limited warranty is void if failure of the Software has resulted from (i) failure to use the Software in accordance with this Agreement or the Documentation, (ii) modifications made by you or a third party not authorized by the Company, (iii) a Force Majeure event, or (iv) any material breach of this Agreement by you.
   
   
   

2. EXCEPT AS SET FORTH HEREINABOVE, YOU ACKNOWLEDGES THAT THE SOFTWARE AND AI SYSTEM IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OTHERWISE IN LAW OR EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE SOFTWARE MAY CONTAIN DEFECTS, BUGS OR ERRORS.
   
   
   

3. YOU ACKNOWLEDGES THAT THE USE OF AI SYSTEM HAS INHERENT AND KNOWN RISKS INCLUDING BUT NOT LIMITED TO CONSUMPTION-BASED COSTS, BREACH OF CONFIDENTIALITY, INFRINGEMENT OF THIRD-PARTY INTELLECTUAL RIGHTS, ISSUES RELATED TO OWNERSHIP OF INTELLECTUAL PROPERTY, INACCURACY OR BIAS IN THE OUTPUTS GENERATED THROUGH THE USE OF SOFTWARE.
   
   
   

4. YOU ACKNOWLEDGES THAT THE COMPANY’S AI SYSTEMS AND SOFTWARE MAY INCORPORATE, INTERFACE WITH OR RELY UPON CERTAIN THIRD-PARTY SOFTWARE, TOOLS, MODELS, DATA SOURCES OR APIS, WHICH ARE NOT OWNED OR CONTROLLED BY THE COMPANY (“COMPANY THIRD PARTY INTEGRATIONS”). WHILE THE COMPANY EXERCISES COMMERCIALLY REASONABLE CARE IN THE SELECTION AND USE OF SUCH COMPANY THIRD PARTY INTEGRATIONS, THE COMPANY DOES NOT PROVIDE ANY SEPARATE WARRANTIES IN RESPECT OF SUCH THIRD-PARTY COMPONENTS AND SHALL NOT BE LIABLE FOR ANY UNAVAILABILITY, ERRORS, DELAYS, DATA LOSS OR OTHER ISSUES DIRECTLY ATTRIBUTABLE TO SUCH THIRD-PARTY COMPONENTS, SAVE TO THE EXTENT THAT APPLICABLE LAW MANDATES OTHERWISE.

5. INTELLECTUAL PROPERTY RIGHTS

1. All the ownership and proprietary rights to the Software, Documentation, enhancements, updates and branding thereof, including Intellectual Property Rights therein are the sole and exclusive property of the Company or its licensors. This Agreement does not grant you any rights, title and interest in and to Software, Documentation, updates, its contents, and branding thereof, except where expressly and unequivocally licensed herein. Any rights not expressly and unequivocally granted to you are reserved.

2. Notwithstanding anything contained herein, you shall retain all rights, title, and interest in and to the Content, including any Intellectual Property Rights subsisting therein.

3. You agree note to assert, or authorize, assist, or encourage any third party to assert, against the Company any infringement or misappropriation of Intellectual Property Rights related claim regarding the Software, Documentation, enhancements, or updates. 

4. From time to time, you may provide feedback, suggestions, requirements, or recommendations (“Feedback”) regarding the Software or the Subscription. You hereby assigns to Company all right, title and interest into such Feedback and an exclusive right to create any developments based on such Feedback.

6. CONFIDENTIALITY

1. The Software and Documentation provided under this Agreement contains valuable trade secrets and confidential information about the Company. 

2. You agree to use all commercially reasonable precautions to protect the confidentiality of the Software and Documentation and commit to maintain its functionality and features in confidence. 

3. The confidentiality obligations stated herein shall survive for a period of two (2) years from the earlier occurrence of (a) termination of your account or (b) date of termination or expiration of the agreement executed between the Company and Subscriber.

7. MODIFICATION TO THE SOFTWARE

The Company reserves the right, at its sole discretion, to modify the Software at any time. Notwithstanding the foregoing, the Company shall ensure that such modifications do not materially alter the core functionality of the Software as made available to you under this Agreement. 

8. INDEMNITY

You agree to indemnify, hold harmless and defend the Company against any costs or damages arising out of or in connection with any third party claim relating to (i) your breach of or violation of applicable laws and regulations or (ii) your use of the Software other than as permitted under this Agreement, (iii) a claim made against the Company for infringement or misappropriation of third party Intellectual Property Right.

9. LIMITATION OF LIABILITY

1. THE COMPANY SHALL BE LIABLE FOR ANY INDIRECT, DIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS, GOODWILL, REVENUE, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF CONTENT), HOWSOEVER CAUSED IN CONNECTION WITH THIS AGREEMENT EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
   
   
   

10. SUSPENSION

In the event of any breach of this Agreement by you, without limiting the Company’s other rights and remedies and notwithstanding anything in this Agreement to the contrary, the Company may temporarily suspend your use of the Software. The Company shall use commercially reasonable efforts to resume providing access to the Software as soon as reasonably possible after the event giving rise to the suspension is cured. If you do not fully address the reasons for the suspension within sixty (60) days after suspension, the Company may terminate your access to the Software.

11. TERM AND TERMINATION 

1. Term of Agreement

This Agreement shall commence on the earlier of: (i) your acceptance of this Agreement; or (ii) your first access to or use of the Software and shall continue in full force and effect unless terminated earlier in accordance with this Section.

2. Termination
   
   
   

   1. The Company may terminate this Agreement for any reason by providing you with thirty (30) days’ prior written notice.

   2. The Company may terminate this Agreement in the event the software subscription agreement with the Subscriber is terminated. 

   3. The Company may terminate this Agreement in the event you commit a material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice requiring it to do so.
      
      
      

3. Consequences of Termination

Upon expiry or termination of this Agreement, all rights and licenses granted to you under this Agreement shall immediately terminate, and your access to the Software shall cease.

12. GOVERNING LAWS AND JURISDICTION

This Agreement shall be interpreted in accordance with the laws of India. Subject to the other provisions hereunder, courts in Mumbai shall have exclusive jurisdiction over disputes arising out of this Agreement.

13. MISCELLANEOUS PROVISIONS

1. Notices: All notices, demands or consents required or permitted under this Agreement shall be in writing. Notice shall be considered effective on the earlier of actual receipt or: (i) the day following transmission if sent by facsimile or email with pdf followed by written confirmation; (ii) one day (two days for international addresses) after posting when sent via an express commercial courier; or (iii) five days after posting when sent via post. Notice shall be sent to the address for each Party set forth on the first page of this Agreement, or at such other address as shall be given by either Party to the other in writing.

2. Assignment: You will not, directly or indirectly, transfer or assign or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Company. Any transfer or assignment in violation of this paragraph by you, shall be void. The Company may assign this Agreement in connection with a merger or sale of all or substantially all of its assets or otherwise at its discretion and shall only be required to notify you in such case.

3. Independent Contractors: The Parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.

4. Severability. If any provision of this Agreement is held by a court or competent authority to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted, and the remaining provisions shall remain in full force and effect. If modification of a provision is necessary to render it enforceable, the Parties agree that a valid, enforceable provision that most closely matches the intent of the original provision shall be substituted.

5. Waiver: Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.

6. No Third-Party Rights. Except as expressly stated, this Agreement is not intended to confer any rights or remedies upon any third party, and no third party shall have any right to enforce any term of this Agreement.

7. Force Majeure. The Company shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, epidemics, pandemics, war, terrorism, civil unrest, labour disputes, utility or telecommunications failures, governmental orders or regulations, or any other similar event (“Force Majeure Event”).
   
   
   

8. Survival. Any and all obligations under this Agreement which, by their very nature should reasonably survive the termination or expiration of this Agreement, will so survive.
   
   
   

9. Entire Agreement. This Agreement, together with any Subscription Order Form(s) and other documents expressly incorporated by reference, constitutes the entire agreement between you and the Company with respect to the Software. Except as specified in this Agreement, it supersedes all prior or contemporaneous understandings, proposals, representations, or agreements, whether written or oral, relating to the same subject matter.

14. CONTACT INFORMATION

If you have any questions, comments, or concerns regarding these terms or the Software, please contact us at: 

info@scogo.ai

Office Address - Mumbai (HQ)

Unit No. 2011, Wing D, Akshar Business Park, Plot No. 3, opp. APMC Mrkt, APMC Market, Sector 25, Turbhe, Navi Mumbai, Maharashtra 400703