License Terms & Conditions
These License Terms & Conditions (“Terms”) are entered between Whatfix Private Limited or if applicable, its contracting affiliate (“Whatfix” or “we” or “us”) and the relevant end customer entity (“Customer” or “you” or “your”) for utilizing Whatfix’s cloud based digital adoption software made available in software-as-a-service format including upgrades, updates and patches and any ancillary/ necessary services provided in relation thereto (“SaaS Services”).
1. Acceptance. The individual accepting this Terms on behalf of the Customer,- (i) hereby represents, warrants, and covenants to Whatfix that he or she has the requisite power, authority, and capacity to accept and bind the Customer to these Terms; and (ii) agrees and confirms that acceptance of these Terms by electronic means, including without limitation by click-through, electronic signature, or any electronic manifestation whatsoever of assent, shall be deemed valid and binding and shall have the same force and effect as a manual signature and accordingly, such individual hereby unconditionally waives any objection to the validity or enforceability of the Terms on the basis that it was entered into electronically.
Additionally, your use of SaaS Services shall signify your unconditional acceptance and agreement to be legally bound by these Terms.
2. Agreement; Covenants.
2.1. The service level agreement and the support terms for SaaS Services shall be as set out in this link (or any successor link): https://support.whatfix.com/docs/whatfix-service-level-agreement-sla
2.2. If you make any personal information (as part of availing SaaS Services) available to Whatfix, such personal information will be processed in accordance with this data processing addendum (or any successor link): https://legal.whatfix.com/legal/untitled-c91b7369
2.3. Customer hereby grants to Whatfix a limited, non-exclusive, non-transferable license to use its content solely as necessary to provide SaaS Services.
2.4. Confidentiality. Each of Whatfix and Customer shall (i) maintain confidentiality of all non-public information made available hereunder; and (ii) utilize any such information solely in the provision or receipt of SaaS Services. Whatfix may make available Customer’s confidential information in the provision of SaaS Services to its and its affiliates’ employees, officers, agents and representatives; provided Whatfix shall be responsible to the Customer for any breach of confidentiality obligation by any of such permitted recipients. For clarity, confidential information of Whatfix includes information pertaining to Whatfix’s businesses, assets, intellectual property assets (including documentation/ manuals pertaining to SaaS Services), software user interface, trade secrets, strategies, costs, financial conditions, operations and prospects.
2.5. Restriction. Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services, (ii) make the SaaS Services available to any person other than authorized end users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or copy, modify, transmit, distribute, frame or mirror any of the software in any form or media or by any means, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the SaaS Services or related documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the SaaS Services (vii) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make the SaaS Services available to anyone other than the end users or (viii) access the SaaS Services or the related documentation in order to build a similar product or competitive product. The Customer shall notify Whatfix in writing of any suspected or known breach of this Clause 2.5 and will cooperate with Whatfix with respect to any investigation conducted in respect of the same.
Subject to limited licenses granted herein, Whatfix retains all rights, title, and interest in the software, documentation, services, and deliverables provided, including all improvements, derivative works, and associated intellectual property. Customer agrees to assign any rights it may have in the foregoing to Whatfix.
3. General Provisions.
3.1. Customer represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Terms and perform its obligations hereunder; (ii) its performance of these Terms will not conflict with or result in breach or violation of any of the terms or provisions of, or constitute a default under, any other contract, agreement or indentures by which it is legally bound; and (iii) these Terms shall constitute a legal, valid and binding obligation enforceable against it in accordance with its terms.
3.2. These Terms shall be governed by and construed in accordance with the laws of the Customer’s principal place of business, without regard to conflict of law principles. Any dispute arising in relation to these Terms shall be subject to the non-exclusive jurisdiction of the competent courts of Customer’s principal place of business.
3.3. You agree to defend and hold harmless Whatfix, its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities and expenses (including but not limited to attorney’s fees) arising from your breach of these Terms.
3.4. On expiration or termination of Customer’s access/ use to/ of SaaS Services, all usage rights of the Customer to SaaS Services shall automatically (without any further act) cease and terminate. The obligations under Clauses 2.4, 2.5, 3.3 and 3.4 shall survive any expiration or termination of these Terms.
3.5. You shall not assign or otherwise transfer your obligations under the Terms to any third party.