End user license agreement (EULA)

Release Data: 17May/2024

IMPORTANT: PLEASE READ THIS FULL AGREEMENT CAREFULLY

By clicking "I Agree" or by accessing, downloading, installing or using this Application, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this End User License Agreement ("EULA"). If you do not agree to the terms of this EULA Agreement, you may not access, Install, download or use this Application. Your use of this Application constitutes your acceptance of this EULA Agreement and your agreement to abide by its terms.

1. License

1.1 License Grant:

Yellow Ray Technologies grants You a limited, revocable, non-exclusive, non-transferable license to access, download, install and use the Application solely for your personal or, if applicable, internal business purposes as agreed in specific terms strictly in accordance with this EULA Agreement.

1.2 Enterprise & Contractor Usage:

The Application may be used by Your enterprises, organizations, or entities employees for internal business purposes, subject to the terms and conditions of this EULA Agreement. You shall ensure that all Your employees, agents, Contractors and representatives using the Application on behalf of the You shall comply with the terms of this EULA Agreement.

A) Contractor Usage:
You may engage contractors, consultants, or third-party service providers ("Contractor") to access and use the Application on behalf of You, provided that:

I. Contractors shall use the Application solely on behalf of you and in accordance with the terms of this EULA Agreement.

II. You shall remain responsible for the actions and compliance of Contractors with the terms of this EULA Agreement.

B) Access Control and Security:

I. You shall implement appropriate access controls and security measures to ensure that only authorized individuals, including employees and Contractors, have access to the Application.

II. You shall promptly revoke access to the Application for any individual who is no longer authorized to use the Application.

C) Data Protection and Confidentiality:

I. You shall ensure that You & Your Contractors comply with all applicable data protection laws and regulations when accessing or processing data through the Application.

II. You shall require Contractors to maintain the confidentiality of any confidential information or data accessed or obtained through the Application, and to use such information solely for the purposes authorized by You.

III. You shall indemnify and hold harmless “Yellow Ray Technologies” from any claims, damages, losses, or liabilities arising out of or in connection with the actions or omissions of Contractors in relation to their usage of the Application.

D) Termination:

In the event of termination of the usage of the Application, all access rights granted to Contractors shall cease immediately, and You shall ensure that Contractors cease all usage of the Application.

2. No Obligation:

A) You acknowledge that the “Yellow Ray Technologies” offering of the Application on the Google Cloud Platform Marketplace does not create any obligation on the part of the “Yellow Ray Technologies” to provide ongoing support, updates, or modifications to the Application. 'Details of any optional support services and updates that may be available will be provided separately and may be subject to additional fees.'

B) You agree that “Yellow Ray Technologies” may, in its sole discretion, modify, suspend, or discontinue the Application or any part thereof at any time without prior notice.

3. No Liability:

A) You acknowledge and agree except as prohibited by law, Yellow Ray Technologies shall not be liable for any indirect, incidental, special, consequential or punitive damages arising out of or in connection with the usage of the Application.' “Yellow Ray Technologies” expressly disclaims any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

B) You agree to indemnify and hold harmless the “Yellow Ray Technologies” from any claims, damages, losses, or liabilities arising out of or in connection with the use of the Application.

4. Warranty Disclaimer:

THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. “YELLOW RAY TECHNOLOGIES” DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND UNINTERRUPTED USE OF THE APPLICATION.

5. Limitation of Liability:

IN NO EVENT SHALL “YELLOW RAY TECHNOLOGIES” through/and ITS AFFILIATES, OWNER, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS EULA AGREEMENT OR THE USE OF THE APPLICATION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

6. Restrictions:

6.1 Use Restrictions:

A) You shall not sublicense, sell, rent, lease, transfer, or distribute the Application or any portion thereof to any third party.

B) You shall not modify, export, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive source code from the Application.

C) You shall not use the Application in any manner that violates any applicable laws, regulations, or third-party rights.

D) You shall not use the Application in a way that imposes an unreasonable or disproportionately large load on the Application's infrastructure.

E) You shall promptly report any potential security vulnerabilities or breaches to "Yellow Ray Technologies."

6.2 Content Restrictions:

A) You shall not upload, post, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.

B)You shall not upload, post, transmit, or distribute any content that infringes upon the intellectual property rights or privacy rights of any third party.

6.3 Security Restrictions:

A)You shall not attempt to gain unauthorized access to the Application, accounts, or networks connected to the Application, or to interfere with the security or integrity of the Application.

B)You shall not use any automated means, including but not limited to bots, scripts, or spiders, to access or interact with the Application.

6.4 Usage Restrictions:

A)You shall not use the Application for any unlawful, fraudulent, or unauthorized purpose.

B)You shall not use the Application to transmit unsolicited or unauthorized advertising, promotional materials, or spam.

6.5 Compliance Restrictions:

A)You shall comply with all applicable laws, regulations, and industry standards when using the Application.

B)You shall not use the Application in a manner that violates any contractual or legal obligations owed to third parties.

6.6 Monitoring and Enforcement:

A)“Yellow Ray Technologies” reserves the right to monitor the usage of the Application and to enforce compliance with this EULA Agreement.

B)“Yellow Ray Technologies” may suspend or terminate User's access to the Application if “Yellow Ray Technologies” determines, in its sole discretion, that You have violated any provision of this EULA Agreement.

6.7 No Circumvention:

A) You shall not circumvent, disable, or otherwise interfere with any technological measures, security features, or access controls implemented by "Yellow Ray Technologies" to protect the integrity, security, or proper functioning of the Application.

B) You shall not attempt to gain unauthorized access to the Application, its systems, or any related data or information.

6.8 Export Restrictions:

A) You shall not export, re-export, transfer, or distribute the Application or any related software in violation of any applicable export control laws or regulations.

B) You shall not export the Application or any related software to any prohibited destination, entity, or individual, including those listed on any government-issued export control lists or sanctions lists.

7. Third Party License Obligations:

7.1 Third-Party Software and Components:

A) You acknowledge that the Application may include or rely on third-party software, libraries, frameworks, or components ("Third-Party Software").

B) You agree to comply with any applicable third-party licenses, terms of Application, or other obligations associated with the use of Third-Party Software.

7.2 Open-Source Software:

A)You acknowledges that the Application may include or incorporate open-source software ("Open-Source Software").

B)You agree to comply with the terms of any open-source licenses applicable to the Open-Source Software, including but not limited to the GNU General Public License (GPL), Apache License, or MIT License.

C) You understand that the use of Open-Source Software may be subject to additional terms and conditions specified in the respective open-source licenses.

7.3 License Compatibility:

You shall ensure that its usage of the Application, including any modifications, integrations, or distributions, does not violate the terms of any third-party licenses or open-source licenses applicable to the Third-Party Software or Open-Source Software.

7.4 Indemnification:

A) You agree to indemnify and hold harmless “Yellow Ray Technologies” from any claims, damages, losses, or liabilities arising out of or in connection with Your failure to comply with the obligations set forth in this Third-Party and Open-Source License Obligation Clause.

B) You agree to indemnify, defend, and hold harmless "Yellow Ray Technologies," its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) your breach or alleged breach of this EULA Agreement, (ii) your use of the Application, or (iii) any violation of applicable laws, regulations, or third-party rights.

7.5 Ownership of Application, Services and Components:

You acknowledge that the Application and its components, including but not limited to Open source software, custom code, and third-party integrations, are owned by “Yellow Ray Technologies” and/or its licensors, and are protected by copyright, trademark, and other intellectual property laws.

A) No Transfer of Ownership:

I. You acknowledges that this EULA Agreement does not transfer ownership of the Application or its components to You.

II. You agree that “Yellow Ray Technologies” and its licensors retain all rights, title, and interest in and to the Application, including all intellectual property rights therein.

B) Protection of Intellectual Property:
You agree to take reasonable measures to protect “Yellow Ray Technologies” and its licensors' intellectual property rights in the Application and its components, including but not limited to refraining from unauthorized copying, distribution, or modification of the Application.

C) No Rights in Open-Source Software:

You acknowledges that its use of Open-Source Software is governed by the terms of the respective open-source licenses, and You does not acquire any ownership rights in the Open-Source Software by virtue of this EULA Agreement.

7.6 No Liability for Third-Party Software:

“Yellow Ray Technologies” shall not be liable for any damages, losses, or liabilities arising out of or in connection with usage of Third-Party Software or Open-Source Software, including but not limited to any infringement claims or violations of third-party licenses.

7.7 Intellectual Property Rights:

All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, related to the services provided by Yellow Ray Technologies shall remain the sole property of Yellow Ray Technologies. The Client shall not use, reproduce or disclose any of the intellectual property without the prior written consent of Yellow Ray Technologies.

8. Modification to Application:

“Yellow Ray Technologies” reserves the right to discontinue, modify or suspend, temporarily or Permanently, the Application, services or sub-part to which it connects with or without any prior notice and without any liabilities to you,

9. Termination:

“Yellow Ray Technologies” reserves the right to terminate this EULA Agreement at any time, for any reason or no reason, without prior notice to You..Upon termination of this EULA Agreement by “Yellow Ray Technologies”, Your access to the Application will cease immediately, and You shall cease all use of the Application, delete any installation of the application and destroy the setup which was used to run the application.

9.1 Force Majeure: Neither party shall be liable any delay or failure in performance of its obligations under this EULA Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, and natural disasters.

10. Modification and Amendments to this EULA Agreement:

10.1 “Yellow Ray Technologies” reserves the right to modify, amend, or update this EULA Agreement at any time, in its sole discretion, without prior notice to You.

10.2 “Yellow Ray Technologies” may notify You of any changes to this EULA Agreement through the Application, website, or other means deemed appropriate. If you continue the use of the Application after any such modifications to this EULA Agreement shall constitute Your acceptance of the modified terms.

10.3 No Liability for Termination or Modification:

“Yellow Ray Technologies” shall not be liable to You or any third party for any damages, losses, or liabilities arising out of or in connection with the termination or modification of this EULA Agreement.“Yellow Ray Technologies” expressly disclaims any warranties or representations regarding the availability, continuity, or uninterrupted access to the Application.

A) Effect of Termination: Upon termination of this EULA Agreement, all rights and licenses granted to You under this EULA Agreement shall terminate immediately. You shall cease all use of the Application and delete any copies of the Application in your possession or control.

B) Survival: Sections of this EULA Agreement which by their nature should survive termination, including but not limited to indemnification, limitations of liability, and governing law, shall survive termination of this EULA Agreement.

11. Interpretation and Severability:

If any provision of this EULA Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be fully changed or modified to accomplish the objectives of such provision to the greatest extend possible under applicable law and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

12. You agree to maintain the confidentiality of any proprietary information or confidential data accessed or provided through the Application, using reasonable security measures to prevent unauthorized access, disclosure, or use. You shall only use confidential information for the purpose of performance of this EULA agreement or accessing and utilizing the Application and shall not disclose such information to any third party without Provider's prior written consent.

13.Governing Law and Dispute Resolution: This EULA Agreement shall be governed by the laws of India. Any dispute arising out of or relating to this EULA Agreement shall be resolved amicably through good faith negotiations between the parties. If the parties are unable to resolve the dispute amicably within 90 days the dispute shall be submitted to mediation in accordance with the Mediation Act 2023 and place of mediation shall be Delhi particularly Delhi High Court Mediation Center. The language of the mediation shall be English.

Contact Information:

If you have any questions or concerns about this EULA Agreement, please contact us at support@yellowraytechnologies.com.