END-USER LICENSE AGREEMENT FOR CANARYS CLONE PROJECT SOFTWARE (“CANARYS CLONE PROJECT”)

PLEASE READ THIS CANARYS END-USER LICENSE AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) CAREFULLY BEFORE USING OR TRYING TO ATTEMPT TO USE THIS CANARYS SOFTWARE (HEREINAFTER REFERRED TO AS THE “SOFTWARE PRODUCT”). BY USING THIS SOFTWARE OR BY ACCEPTING OUR SOFTWARE USAGE AGREEMENT POLICY OR ATTEMPTING TO LOAD THE SOFTWARE IN ANY WAY, (SUCH ACTION WILL CONSTITUTE A SYMBOL OF YOUR CONSENT AND SIGNATURE), YOU ACKNOWLEDGE AND ADMIT THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT ONCE ACCEPTED BY “YOU” [AS AN INDIVIDUAL (ASSUMING YOU ARE HAVING LEGAL CAPACITY TO ENTER INTO AN AGREEMENT), OR THE COMPANY OR ANY LEGAL ENTITY THAT WILL BE USING THE SOFTWARE (HEREINAFTER REFERRED TO AS 'YOU' OR 'YOUR' FOR THE SAKE OF BREVITY)] SHALL BE A LEGALLY ENFORCEABLE AGREEMENT BETWEEN YOU AND CANARYS AUTOMATIONS PRIVATE LIMITED, BANGALORE, INDIA (HEREINAFTER REFERRED TO AS “CANARYS”). YOU SHALL HAVE THE RIGHTS TO USE THE SOFTWARE FOR YOUR OWN USE SUBJECT TO THE TERMS AND CONDITIONS MENTIONED IN THIS AGREEMENT OR AS AMENDED BY CANARYS FROM TIME TO TIME. PLEASE CHECK FREQUENTLY FOR UPDATES TO THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS BELOW, (i) YOU MUST NOTIFY CANARYS AT VSTSTOOLSSUPPORT@ECANARYS.COM WITHIN 3 WORKING DAYS, (ii) YOU MUST STOP USING THIS SOFTWARE PERMANENTLY AND PROMPTLY RETURN IT OR DELETE ALL THE COPIES OF THIS SOFTWARE IN YOUR POSSESSION.

THE CANARYS CLONE PROJECT (“SOFTWARE PRODUCT”) IS A SAAS WEB SERVICE WHICH COPIES AZURE DEVOPS TEAM PROJECT FROM SOURCE TO DESTINATION. THE SOFTWARE PRODUCT IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE PRODUCT IS SUBSCRIBED AND LICENSED, NOT SOLD.

1. GENERAL

Conditioned on your payment of the applicable subscription or license fee, this SOFTWARE PRODUCT is licensed to you by CANARYS AUTOMATIONS Ltd (“CANARYS”) for use strictly in accordance with the terms and conditions of this Agreement, our Terms and Use of Sale, Privacy, Security and Data Residency Policy, and any license or usage rules and restrictions established by any third party and vendors who provide the hosting environment, software, content or any property that we provide to You for use with the SOFTWARE PRODUCT (“Third Party Usage Rules”), which are incorporated herein by this reference. You are not licensed to use the SOFTWARE PRODUCT that You have downloaded until you have paid the applicable fees evidenced by a payment receipt and accepted this AGREEMENT.

2. TERMS OF USE AND SALE

Terms of Use and Sale for SOFTWARE PRODUCT are as follows:

1. The License for limited feature SOFTWARE PRODUCT is available for free in the Azure DevOps marketplace with a few limitations on the migration process. Any feature apart from the limited functionality might be available in the full version which is offered as a service beyond this policy. Please contact vststoolssupport@ecanarys.com with details.
   
2. Canarys reserves the right to verify the validity of the License of SOFTWARE PRODUCT purchased.
   
3. The limited feature SOFTWARE PRODUCT which is available in marketplace is accessible only to existing valid subscribers of Azure DevOps environments.
   
4. Performance of SOFTWARE PRODUCT is contingent and bound by the functional capability of the Azure DevOps environments and REST APIs.
   
5. Customers use the SOFTWARE PRODUCT to access and migrate their data only through their Azure DevOps login for analysis. All customer data is always encrypted and is not stored in any form of backend hosted or controlled by Canarys.

3. PRIVACY, SECURITY AND DATA RESIDENCY POLICY

SOFTWARE PRODUCT complies with Canarys Privacy, Security and Data Residency Policy.

Compliance: The SOFTWARE PRODUCT complies with the provisions of Information Technology Act, 2000 and Information Technology Rules, 2011.

Data Residency: The SOFTWARE PRODUCT is hosted on Azure data center servers within India.

The SOFTWARE PRODUCT using the available Azure DevOps REST APIs will copy/migrate the data which is hosted within customers own domain servers or Azure hosting environments in their own respective geographies. During the copy/migration of the project data the SOFTWARE PRODUCT will have access to the operational logs required for functioning of the SOFTWARE PRODUCT. The details required to contact the customer for any operational issues and to further get the feedback of the copy/migration operation of the SOFTWARE PRODUCT will be stored in an encrypted format. Subsequently customers can opt-out of the communication channel by responding over an email.

4. GRANT OF LICENSE:

Acceptance:: The Software is deemed to be delivered and accepted by You on the earlier of the date it is made available for download or installation or the date that Canarys sends the link containing the access to the Software.   You agree to be bound by the terms of this AGREEMENT from the acceptance date. If You do not have the authority to enter into this AGREEMENT or You do not agree with its terms, do not Use the Software.   Return it to the Approved Source, disable or uninstall it and request a refund. Your right to return and refund applies only if You are the original end user licensee of the Software.

 

The SOFTWARE PRODUCT is licensed as follows:

Canarys (or its licensors) grants You a non-exclusive, non-transferable, non-sublicensed, non-commercial and personal license to install and/or use the Product (in whole or in part) and any Product (the “License”) and allows you to:

1. Make copy of the software for backup purpose or for the purpose of sharing through various means (and such backup copy must be destroyed when you lose the right to use the software or is terminated for any other reason according to the legislation in force in the country of your principal residence or in the country where you are using the software) and replace lost, destroyed, or becomes unusable.
2. Use one copy of the software on a single computer. In case of multiuser pack, use the software only on the said number of systems as permitted by Canarys.
3. Install the software on a network, provided you have a licensed copy of the software for each computer that can access the software over that network.

For other details please refer Terms and Use of Sale provided to you during order confirmation.

 

5. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS:

(a) Maintenance of Copyright Notices

 You shall not, directly or indirectly

 (i) Sell, rent out, lease, license, distribute, market, exploit the Product or any of its parts commercially,

(ii) Reverse engineer, decompile, disassemble, adapt, reproduce, or create derivate works of this Product in whole or in part

(iii)Try making an attempt to reveal/discover the source code of the software.

(iv)Use for unlicensed and illegal purpose.

 (b) Support Services

Canarys may provide you with support services related to the “SOFTWARE PRODUCT” ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the “SOFTWARE PRODUCT” and subject to the terms and conditions of this AGREEMENT.

(c) Compliance with Applicable Laws

While using the Product, it is deemed that You agree to comply with all applicable laws, rules, and regulations. You also agree to comply with certain rules of conduct that govern Your use of the Product (“Rules of Conduct”), which are not meant to be exhaustive and can be modified at any time by CANARYS. In all cases, You may only use the Product according to anticipated use of the Product.

6. TERMINATION:

Your license begins on the date of subscription and continues until terminated or until the end of the term specified in the subscription.

You understand, agree, and accept that you are entitled for the updates via Internet and technical support via suitable mode (Telephones, emails) for the duration of the license period. You agree and understand that any unauthorized usage of this software or breach of any or all terms and conditions stated in the Agreement shall result in automatic and immediate termination of this Agreement as granted hereunder.

Further, this may result in criminal and / or civil action by Canarys and/or its agents against you including but not limited to the right to block the key file / license key / product key without any prior intimation / notice to you. No refund will be paid to you in this regard.

In such event, you must destroy all copies of the “SOFTWARE PRODUCT” in your possession.

Renewal

Subscriptions will automatically renew for the renewal period selected on the Order. You notify the Approved Source in writing before the end of the then-current term of Your intention not to renew.

Refund /Cancellation Policy

Canarys reserves the right to all refunds and cancellations at any given point in time.

7. IPR INFRINGEMENT:

The software, source code, activation code, license keys, documentation, systems, ideas, information, content, design, and other matters related to the software and trademarks are the sole proprietary and intellectual property rights of Canarys protected under the Intellectual Property Laws and belongs to Canarys. Subject to certain terms mentioned in respective open source license where used by Canarys, nothing contained in this Agreement grants you or is intended to grant you any rights, title, interest to intellectual property, including without limitation any error corrections, enhancements, updates, or modifications to this software whether made by Canarys or any third party. You understand and acknowledge that you are provided with a license to use this software subject to the terms and conditions of this Agreement.

All title, including but not limited to copyrights, in and to the “SOFTWARE PRODUCT” and any copies thereof are owned by Canarys or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the “SOFTWARE PRODUCT” is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This AGREEMENT grants you no rights to use such content. All rights not expressly granted are reserved by Canarys.

8. INDEMNIFICATION:

You expressly understand, admit, agree, and warrant that in no event shall Canarys and/or any of its directors, employees, agents, partners, distributors be liable from any and against all claims, expenses, suits, costs, demands, judgments whatsoever made by you and/or any third party for any direct, indirect, incidental, special, punitive, consequential and/or exemplary damages including, but not limited to damages for loss of business/profits, damages for loss of confidential/other information, failure to meet any statutory duty/duty of reasonable care/duty in good faith, economic/notional loss, loss for business interruption, goodwill, damage and loss of data or programs, or other intangible losses

9. DATA COLLECTION & ANALYTICS:

By installing and using the “SOFTWARE PRODUCT”, you consent to allow Canarys to automatically reference and / or collect anonymous usage data ("analytics") on the functions used in the software. The data collected is restricted to information on which functions are used. The “SOFTWARE PRODUCT” does not add, delete, or edit any data of the user on the software. The Company may use personal data for the following purposes –

To provide and maintain our service, including to monitor the usage of our service.

To manage your account: to manage your registration as a user of the Service. Personal data you provide can give you access to different functionalities of the Service that are available to you as a registered user.

For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items, or services you have purchased or of any other contract with Us through the Service.

To contact you: To contact you by email regarding updates or informative communications related to the functionalities, products, or contracted services, including the security updates, when necessary or reasonable for their implementation.

To provide you information on new feature and product announcements, special offers and general information about other goods, services, and events which we offer that are like those that you have already purchased or enquired about unless you have opted not to receive such information.

To manage your requests: To attend and manage your requests to Us.

Canarys follows industry specified standard on data collection, data retention and data usage policies. Please refer to Data Privacy, Security and Residency Policy for more details.

10. WARRANTIES:

Canarys expressly disclaims any warranty for the SOFTWARE PRODUCT. The “SOFTWARE PRODUCT” is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness of a particular purpose.

Canarys does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the “SOFTWARE PRODUCT”. Canarys makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Canarys further expressly disclaims any warranty or representation to Authorized Users or to any third party.

11. CHANGES TO THIS AGREEMENT OR TO THE PRODUCT:

Canarys reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this AGREEMENT for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. If any future changes to this AGREEMENT are unacceptable to You or cause You to no longer be in agreement or compliance with this AGREEMENT, You may terminate this AGREEMENT in accordance with and must immediately uninstall the Product and destroy all copies of the Product. Your continued use of the Product following any revision to this AGREEMENT constitutes Your complete and irrevocable acceptance of all such changes.

12. LIMITATION OF LIABILITY:

In no event shall Canarys be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'Authorized Users' use of or inability to use the “SOFTWARE PRODUCT”, even if Canarys has been advised of the possibility of such damages. In no event will Canarys be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Canarys shall have no liability with respect to the content of the “SOFTWARE PRODUCT” or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights, or the disclosure of confidential information. You agree and acknowledge:

1. That You are solely responsible for the configuration of the software, settings, and the actions or inactions that result from such actions and Canarys shall not have and shall assume no liability/responsibility in any case and the Clause of Indemnification shall be applicable.
2. That Canarys shall not have and shall assume no liability/responsibility for any data deletion, including but not limited to any deletion/loss of personal data.

13. FORCE MAJEURE:

Canarys will not be liable for any delay or failure to fulfil its obligations hereunder that results from an act of God, war, civil disturbance, government policies, or other cause/s beyond its control.

Provided that Canarys shall endeavour to complete the obligation within a reasonable period after happening of any event as covered under such force majeure.

14. LEGAL JURISDICTION:

This agreement and any matter relating thereto shall be subject only to jurisdiction of the Courts at Bangalore, India and shall be interpreted as per the terms of the law/s for the time being in force in India. Any dispute which may arise out of this Agreement, breach of terms and conditions under this Agreement, shall be settled by direct negotiations between you and Canarys.

In the case of failure to resolve the dispute in the manner set out above within 30 days from the date when the dispute arose, the dispute shall be referred to any arbitrators appointed by Canarys. The venue of arbitration shall be Bangalore. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 and Indian Laws and shall be conducted in the English language. The arbitrators shall also decide on the costs of the arbitration proceedings. To the extent possible, after the commencement of any arbitral proceedings, the parties thus engaged shall continue to perform their respective obligations under this Agreement. The provisions of this Clause shall survive termination of this Agreement. Subject to the provisions of this Clause, the Courts in Bangalore, India shall have exclusive jurisdiction and the parties may pursue any remedy available to them at law or equity.

15. COMPLETE AGREEMENT:

This Agreement comprises the entire agreement between the parties regarding the subject matter, and supersedes any proposals, communications, or advertising, oral or written, with respect to the software or subject matter of this Agreement. Any waiver by either party of any violation of any provision of this Agreement by the other party will not be deemed to waive any other violation of the same or any other provision.

 If any of the provisions contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby and the balance of the Agreement will continue in full force and effect to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent.

 

LICENSER ADDRESS: Canarys Automations Private Limited, #566 & 567, 30th Main, Attimabbe Road, Banagirinagara, Banashankari 3rd Stage, Bengaluru 560085

Website: https://www.eCanarys.com/

Copyright © 2020 Canarys Automations Private Limited. All Rights Reserved.