End User License Agreement

Important: Please Read Carefully Before Using This Software Product

This End User License Agreement ("EULA") is a legal agreement between you ("You" and "Your" includes a person and/or an individual entity and Business Standard Ltd. (Business Standard) with respect to Business Standard Messenger (hereinafter referred to as "Software"). The Software Product includes computer Software Product with object code component parts, all other component parts, and related documentation and information and any "online" or electronic documentation, as applicable (hereinafter referred to as the "Documentation"). By accepting the Software or by browsing, accessing, downloading, storing, installing, copying or otherwise using the Software and /or Documentation (collectively the Software Product) You agree to be bound by the terms of this EULA. The Software Product is designed to allow users to communicate with his/her contacts with instant messages on Business Standard service and also on some other third party instant messaging services.

You agree and understand that certain portions of Software Product may be governed by other terms, guidelines, licences and copyright information, which must be observed and followed. By clicking on the acceptance button which follows this EULA and/or by browsing, accessing, downloading, storing, installing and/or copying the Software Product, You indicate Your acceptance of the EULA and the warranty disclaimer and limitation of liability set out in the EULA. If you are accepting the EULA on behalf of a corporate licensee, you represent that you are authorized to do so. If you are not so authorized, nor deemed in law to have such authority, you assume sole personal liability for the obligations set out in this EULA. You should therefore read the license carefully before clicking on the ‘I accept’ button. If you do not accept these terms and conditions, you should click on the ‘I reject’ button and not browse, access, download, store, install and/or copy or use the Software Product in any manner whatsoever. You should also destroy any unlicensed copies of the Software, which might be in your possession.

Business Standard may change the terms of this EULA at any time and such changes shall be effective immediately. You are responsible for reviewing the EULA before each use of the Software. The most recent version of EULA can be found at http://www.business-standard.com. Your continued use of the Software Product affirms your agreement to the revised EULA.

1. LICENSE
1.1 License Grant
Subject to the payment of all applicable license fees, and the terms and conditions of this EULA, You have been granted a personal, limited, non-sub-licensable, non-exclusive, non-commercial, non-transferable right to download, install and use one copy of the specified version of the Software, solely for Your individual use. Even though copies of the Software Product may be provided on media of different formats, copies of the Software Product on different media formats do not constitute multiple licenses to the Software. If the Software Product is licensed as a suite or bundle with more than one specified Software Product , this license applies to all such specified Software Products, subject to any restrictions or usage terms specified on the applicable product packaging that applies to any of such Software Products individually.

1.2 Installation and Use
This Software Product is licensed for use on a single desk top, or any other equipment as may be specified by BUSINESS STANDARD, from time to time ("Client Devices"). You may use and install only one copy of the Software Product on one Client Device and may not make access to the Software Product available to more than the number of specifically named users, utilizing the networked Client Devices, for which you have obtained a license.

You hereby acknowledge that Software Product may utilize the capacity of Client Devices You are utilizing, for the limited purpose of facilitating the communication between Software Product users. Business Standard will use its commercially reasonable efforts to protect the privacy and integrity of the Client Device, however, You acknowledge and agree that Business Standard cannot give any warranties in this respect.

Before installing the Software Product on Client Devices, You shall ascertain that using the Software Product and each of its features and facilities is legal in your territory/country. If You browse, access, download, store, install, copy or otherwise use the Software Product illegally, then You shall be solely responsible for any legal liability and it will be Your sole responsibility to indemnify Business Standard with respect to such illegal browse, access, download, storage, installation, copying or usage.

1.3 Restrictions on Use of the Software
Except as provided herein, use of software, hardware or services that bypass any Software Product license restrictions and/or permit non-licensed users to browse, access, download, store, install, copy or utilize the Software Product (e.g., "multiplexing," "pooling," or third party add on Software Product or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of named user inputs to the multiplexing or pooling Software Product or hardware "front end").

If the number of users operating Client Devices that can potentially connect to the Software Product exceeds or has the potential to exceed the number of licenses You have obtained, then You must have a reasonable self-enforcing automatic mechanism in place to ensure that Your use of the Software Product does not exceed the permissible limits specified for the license You have obtained.

1.4 Export Restrictions
You acknowledge and agree that the Software Product may be subject to international rules that govern the export of software. You hereby agree to comply with all applicable international and national laws that apply to the Software Product as well as end-user, end-use and destination restrictions issued by national governments.

2. OWNERSHIP
a. Ownership Rights
The Software Product is protected by copyright and other intellectual property laws, and international treaty provisions. All rights, titles and interest in and to all copyrights, patents, trade secret rights, trademarks and other intellectual property rights in and to the Software Product (including, but not limited to, any images, graphics, photographs, animations, video, audio, music, text, template and "applets" incorporated into the Software), are owned by Business Standard. You acknowledge that Your browsing, accessing, downloading, storing, installing, copying, possession, or use of the Software Product does not transfer to You any ownership, right, title, or registrable interest of any kind to the intellectual property in the Software, and that You will not acquire any rights to the Software Product except as expressly set forth in this EULA. You agree that all backup, archival, or any other type of copies of the Software Product will contain the same proprietary notices that appear on and in the Software Product.

b. Submissions
Should You decide to submit any materials to Business Standard via electronic mail, through or to Business Standard website(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to Business Standard and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions.

3. TERM
This EULA is effective unless and until the EULA is terminated earlier, in accordance with the terms set forth herein. Regardless of the location of the Software, You are responsible for strict compliance with any and all of the terms and conditions of this license. This EULA will terminate automatically if You fail to comply with any of the limitations or other requirements described herein, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to Business Standard. When this EULA terminates, You must immediately cease using the Software Product and destroy all copies of the Software Product and the Documentation. You may terminate this EULA at any point by destroying all copies of the Software Product and the Documentation.

4. UPDATES
Business Standard may, at its sole discretion, make bug fixes, updates and/or service packs available. Business Standard maintenance service, if applicable and offered, is available at an additional cost to You, as Licensee, under a separate written agreement.

5. CAPACITY AND RESTRICTIONS
5.1 You represent and warrant that:
(i) you are at least eighteen (18) years of age;
(ii) you possesses the legal right and ability to enter into this EULA, and
(iii) the performance of the obligations and use of the Services by you and your customers and users will not violate any applicable laws, regulations or cause a breach of any agreements with any third parties or unreasonably interfere with other BUSINESS STANDARD customers' use of the Services. You assume all risks related to processing of transactions related to electronic commerce.

5.2 You may and will instruct your employees and agents not to and will not allow or cause to allow any third party to assign, rent, lease, duplicate, infringe, reverse engineer, translate, decompile, disassemble, modify sublicense, loan, pledge, resell or otherwise exploit the Software Product or Documentation thereof or create derivative works based on the Software Product except as expressly permitted by the law of this agreement. You may only use the Software Product on hardware that is under Your exclusive control. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Software, either directly or via a facility management, timesharing, service bureau or any other arrangement. You may not use the Software Product as part of a facility management, timesharing, or service bureau arrangement. If You transfer possession of any copy of the Software Product and/or Documentation to any other party, Your EULA is automatically terminated. All rights not expressly set forth hereunder are reserved by Business Standard. Business Standard reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this EULA.

5.3 User may be required to register and provide information to Business Standard, such as name, date of birth, gender, e-mail address (the "Registration Information"). If you access, use or register for the Software, you agree to provide accurate and complete Registration Information and you agree to keep such information current. If you suspect an error in the Registration Information supplied to Business Standard, you shall immediately make ‘best efforts’ to correct the error wherever possible or inform Business Standard in writing. Business Standard is not responsible for any loss or damage caused to you due to non-compliance with this clause.

6. WARRANTY DISCLAIMER
6.1 Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE PRODUCT (AND ACCOMPANYING DOCUMENTATION) IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND SOLE RESPONSIBILITY FOR (I) ASCERTAINING THAT THE USE OF THE SOFTWARE PRODUCT AND EACH ITS FEATURES AND FACILITIES IS LEGAL IN THE TERRITORY OF USE AND (II) THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE PRODUCT.

WITHOUT LIMITING THE FOREGOING PROVISIONS, BUSINESS STANDARD MAKES NO WARRANTY THAT THE SOFTWARE PRODUCT WILL BE ERROR-FREE, VIRUS FREE, OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE PRODUCT WILL SATISFY YOUR SPECIFIC REQUIREMENTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THERE ARE NO WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF LACK OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, AND LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE SOFTWARE PRODUCT. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT. THE ENTIRE RISK OF THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, IF ANY, REMAINS SOLELY WITH YOU (AND NOT THE LICENSOR NOR ANY RESELLER OF LICENSOR).

THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6.2 Indemnification
You agree to defend, indemnify and hold harmless Business Standard and its directors, officers, employees, affiliates, sublicensees, and agents from and against all actions, claims, defense costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by You or on Your behalf in the performance of this EULA.

6.3 Data You acknowledge that data storage and any data conversions are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media, that may result in loss or damage to You and/or Your property. There would be no liability for any such errors, omissions, delays, losses or any failure in data conversion. You are responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, adopting procedures to ensure the accuracy of input data, examining and confirming results prior to use, adopting procedures to identify and correct errors and omissions, replacing lost or damaged media, and reconstructing data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.

7. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL BUSINESS STANDARD BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE PRODUCTS, ILLEGALITY OF USE OF THE SOFTWARE PRODUCT , LOSS OF DATA OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE, AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY BUSINESS STANDARD, AND EVEN IF BUSINESS STANDARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BUSINESS STANDARD BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE BUSINESS STANDARD CHARGES FOR A LICENSE TO THE SOFTWARE PRODUCT. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. HIGH RISK ACTIVITIES
The Software Product is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software Product could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). There is no express or implied warranty of fitness for High Risk Activities.

9. THIRD PARTY SOFTWARE PRODUCT
During the process of accepting, installing, or otherwise using the Software, you may install or otherwise use Software Product from third party Software Product vendors pursuant to licences or other arrangements between such vendors and yourself ("Third Party Software"). Please note that the Third Party Software Product may be subject to different licences or other arrangements, which you should read carefully.

By installing and using this Third Party Software Product you accept these Third Party Software Product licences or other arrangements and acknowledge that you have read them and understand them. Under this EULA no Third Party Software Product is sold, resold or licensed, and any responsibility for or liability related to the Third Party Software Product is disclaimed to the maximum extent permitted by applicable law. Any questions, complaints or claims related to the Third Party Software Product should be directed to the appropriate vendor.

Your access to and use of any Third Party Sites , including any goods , services or information made available from such sites is governed by the terms and conditions found at each Third Party Site, if any. The third party sites are not under the control of Business Standard Limited , and Business Standard is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. Business Standard is providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by Business Standard of the third party site.

10. CONFIDENTIALITY
You agree that the Software, including, but not limited to, the object code components, and any Documentation provided to You is "Confidential Information" You shall retain all Confidential Information in strict confidence, at least with the same amount of diligence that You exercise in preserving the secrecy of Your most-valuable information, but in no event less than reasonable diligence.

You shall:
(a) only disclose Confidential Information to Your employees and agents to the extent required to use the Software Product under the terms of this EULA, and; (b) bind Your employees and agents in writing to maintain the confidentiality of such Confidential Information, and not use or disclose such information except as permitted under this EULA. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account.

You agree to:
(a) immediately notify Business Standard of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Business Standard cannot and will not be liable for any loss or damage arising from your failure to comply with the above section.

11. ILLEGAL, UNAUTHORIZED, OR FRAUDULENT CONTENT OR ACTIVITIES
The Software Product may be used only for lawful purposes and in a lawful manner and in compliance with the EULA. You agree to comply with all applicable laws and regulations.

Any of the following, without limitation, would be a violation of the EULA and would result in termination of your license without notice, in which case you must destroy all copies of the Software Product and all of its component parts., Accordingly, you expressly represent, warrant and covenant that you shall not use the Software Product in a way which: (i) which restricts or prohibits you by the law of the land to use the Software Product in your territory/country; (ii) restricts or inhibits any other user from using the Software; (iii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, profane, or indecent; (iv) constitutes or encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates law; (v) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (vi) spreads a virus or other harmful component; (vii) constitutes or contains false or misleading indications of origin or statements of fact.

You understand that the technical processing and transmission of the Service, including your communication content, may involve:

(a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Software Product embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Business Standard and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

12. APPLICABLE LAW; JURISDICTION AND VENUE
This EULA and all matters from it are governed by and construed in accordance with the laws of India whose courts shall have exclusive jurisdiction over all disputes arising in connection with this EULA.

13. ENTIRE AGREEMENT
This EULA expressly supersedes and completely replaces any and all prior end user license agreements. Business Standard shall not be bound by or liable to You for any pre-existing or contemporaneous written or oral representations or warranties, made by anyone, with respect to the Software Product, including any authorized distributor or reseller or their respective agents, employees, or representatives, nor shall You be deemed a third party beneficiary of any obligations of Business Standard to any such distributor or reseller.

14. SEVERABILITY
If any provision of this EULA is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.

15. NO WAIVER
Any failure to enforce the strict performance of any provision of this EULA will not constitute a waiver of the right to subsequently enforce such provisions or any other provisions of this EULA. No waiver of any provision of this EULA shall be effective unless in writing.

16. SURVIVABILITY
All provisions of this EULA relating to ownership of intellectual property and proprietary rights, warranty disclaimers, limitation of liability, and indemnification shall survive the termination of your use or access to the Software, for whatever reason.

17. INJUNCTIVE RELIEF
You acknowledge that your violation of the provisions relating to intellectual property and proprietary rights may cause damage, which is unquantifiable, but nonetheless real and irreparable. Accordingly, in the event you have violated or will violate any such provision, an injunctive relief from a court of competent jurisdiction restraining such violation can be obtained. This right to injunctive relief shall be cumulative and shall not restrict or limit any ability to resort to any other remedy available under law or equity.

18. REMEDIES
Any specific remedy set forth under this EULA for any breach by you of this EULA or otherwise shall be cumulative and shall not restrict or limit the ability to resort to any other remedy available under law or equity.

19. CONTACT
If You have any questions concerning these terms and conditions, or if You would like to contact for any other reason, please email us at feedback@business-standard.com

20. ATTORNEYS' FEES
If any party employs attorneys to enforce any rights arising out of or relating to this EULA, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.

Any rights not expressly granted herein are reserved.

© Business Standard Limited. All Trademarks & Copyrights Acknowledged.