End User Licence Agreement
for Root Bridge Automations Software
and SaaS Services

Last Modified: September 11, 2024 | Version 3.1

IMPORTANT: PLEASE READ THIS DOCUMENT IN ITS ENTIRETY

This End-User Licence Agreement (hereinafter, “EULA”) creates a legally binding agreement between you (either an individual or a single entity, hereinafter referred to through second-person pronouns such as “you” and “your”) and Root Bridge Automations (hereinafter, “Company”), for the Root Bridge Automations Software (hereinafter, “Software”) and SaaS services (hereinafter, “SaaS Services” or “Services”, used interchangeably), and associated online or electronic documentation that accompanies this EULA.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE AND SERVICES. YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS EULA IS A CONDITION FOR THE GRANT OF THE LICENCE BELOW. THIS EULA, AS MAY BE MODIFIED BY ANY APPLICABLE WRITTEN AND SIGNED AGREEMENT BETWEEN YOU AND THE COMPANY, REPRESENTS THE ENTIRE SET OF TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SOFTWARE AND SERVICES, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS AND PRESENTATIONS CONCERNING THE SOFTWARE AND SERVICES, OR THE SUBJECT MATTER OF THIS EULA.

If this EULA is translated into a language other than English and there is a conflict of terms between the English and the translated language, the English version will prevail. You must keep a copy of this EULA for your records. The latest version of this EULA appears in its entirety on https://rbadocs.online/legal. The Company may update or amend the EULA at any time without notice to you; however, the form of EULA in effect at the time of acquisition of the Software and Services will apply.

1. CERTAIN DEFINITIONS

1.1. “Device” means a single personal computer, workstation, terminal, handheld computer, pager, telephone, personal digital assistant, server or any other electronic device used by a User.

1.2. “External User” means any individual (not an organization) who is not: (i) one of your full-time, part-time or temporary employees; or (ii) agency temporary personnel or an independent contractor on assignment at your place of business or worksite.

1.3. “Intellectual Property Rights” means all worldwide intellectual property rights, including without limitation, copyrights, trademarks, service marks, trade secrets, know-how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered.

1.4. “Open Source Software” or “OSS” means software components embedded in the Software and provided under separate licence terms, which can be found at https://rbadocs.online/legal.

1.5. “Order” means an online purchase, enterprise licence agreement, or other ordering document issued by you to the Company or a Company-authorized reseller that references and incorporates this EULA and is accepted by the Company as set forth in Section 4 (Order).

1.6. “Production Use” means use of the Software and Services in object code form by a single User or a Device, as applicable, solely for internal production purposes in support of one Site.

1.7. “SaaS Services” refer to the Company’s internet-accessible service that is hosted by the Company or its services provider and made available to the user over a network on a term-use basis.

1.8. “Software” means the Company computer programs listed on the Company’s commercial price list to which you acquire a licence under an Order, together with any software code relating to the foregoing that is provided to you pursuant to a support and subscription service contract and that is not subject to a separate licence agreement.

1.9. “Site” means the discrete geographic location where you first install or use the Software.

1.10. “Subscription Term” shall mean the period during which the user will have online access to the Company’s SaaS Services, through the Software.

1.11. “User” means any individual or entity that is not an External User.

2. HEADINGS FOR CONVENIENCE ONLY

Headings of parts and sub-parts under this EULA are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this EULA.

3. GRANT OF LICENCE

3.1. As and for so long as you comply with all of the terms of this EULA, the Company grants you the non-exclusive right to: (a) install and use one copy of the Software for Production Use in the country where the Software is first obtained, and (b) use the documentation that accompanies the Software for internal, non-commercial reference purposes only.

legal@rootbridge.tech

4. ORDER

Your Order is subject to this EULA. No orders are binding on the Company until accepted by the Company. Orders for Software and SaaS Services are deemed to be accepted upon the Company’s delivery of the Software included in such Order.

5. SaaS SERVICES

During the Subscription Term, you will receive a nonexclusive, non-assignable, royalty-free right to access and use the SaaS Services solely for usage as stipulated herein, and subject to the terms of this Agreement.

6. RESERVED RIGHTS

You acknowledge and agree that the Software is a proprietary product of the Company protected by copyright and other applicable intellectual property laws and treaty provisions. You further acknowledge and agree that the entire right, title and interest in and to the Software including associated intellectual property rights, shall remain with the Company. The Company retains all rights not expressly granted to you in this EULA. THE SOFTWARE IS LICENCED NOT SOLD.

7. REGISTRATION

You acknowledge that registration or activation may be required for you to utilize the full benefits of the Software and Services.

8. NO RENTAL OR COMMERCIAL HOSTING

The Software is licenced for Production Use only. You may not rent, lease, lend or provide commercial hosting services with the Software. You may also not use the Software to provide fee or transaction-based services. Contact the Company for the availability of alternate pricing if you desire to use the Software in such fashion.

9. NO "MULTIPLEXING" OR POOLING

Use of software or hardware that reduces the number of electronic devices directly monitored or managed by the Software or directly accessing or utilizing the Software (sometimes called "multiplexing" or "pooling" software or hardware) does not reduce the number of licences required; the number of licences required would equal the number of distinct inputs to the multiplexing or pooling hardware/software "front end."

10. LIMITATIONS ON REVERSE ENGINEERING

You may not decode, reverse engineer, reverse assemble, reverse compile, or otherwise translate the Software except only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. To the extent that you are expressly permitted by law to undertake any of the activities listed in the previous sentence, you will not exercise those rights until you have provided the Company with thirty (30) days’ prior written notice of your intent to exercise such rights.

11. DATA CAPTURE AND USE

You agree that the Company may collect and utilize technical information gathered as part of Software support services, and/or access to SaaS Services that may be provided to you. Data capture in this form will only be used to improve the Company’s products and services, and/or provide customized services to you.

12. ARCHIVAL OR BACKUP COPY

You may make a reasonable number of backup copies of the Software, provided your backup copies are not installed or used for other than archival purposes.

13. RESTRICTIONS ON CERTAIN SOFTWARE

Software identified as demo, evaluation, Beta, Technology Preview or “NFR” (or “Not for Resale” or with words of similar meaning) may not be sold, bartered or otherwise transferred. Such Software may not be used for any purpose other than your testing or evaluation unless specified otherwise pursuant to a separate agreement signed by both you and the Company.

14. ANTI-PIRACY

As part of legal efforts to combat criminal software piracy, the Software may include a security mechanism that can detect the installation or use of illegal copies of the Software and collect and transmit data about those illegal copies. Data collected will not include any customer data created with the Software. By using the Software, you consent to such detection and collection of data, as well as its transmission and use if an illegal copy is detected. If you are using an illegal copy of our software and do not consent to the collection and transmission of such data, cease using the illegal version and contact the Company to obtain a legally licenced copy.

15. TRANSFER

Internal: You may transfer the Software and the EULA to a different Device at the same Site, provided you completely remove the Software from all prior Devices. In order to accomplish such transfers, you may need to contact the Company.

External: The Software and the EULA are non-transferrable to any third party.

16. UPGRADES

You may not use any software identified as an upgrade unless you are properly licenced to use the Software which the Company has identified as being eligible for an upgrade. After installing an upgrade, you may use the original Software that was eligible for an upgrade provided that at any one time you use only the upgraded Software or the prior Software version eligible for the upgrade.

17. NO EXTENSION OF CAPABILITIES

The Company prices its Software, among other factors, based on capabilities that we expose to you. You may not extend the Software to enable or unlock capabilities of the Software not specifically identified by the Company as forming part of the specified end user functionality.

18. SEPARATION OF COMPONENTS

The Software is licenced as a single product. Component parts of the Software may not be separated and installed or used on multiple Devices.

19. TERMINATION

If you breach the terms and conditions of this EULA, the Company may terminate this EULA without prejudicing any of its other rights. In such event you must destroy and remove all copies of the Software from your Device(s). Sections CERTAIN DEFINITIONS, RESERVED RIGHTS, TRANSFER, DISCLAIMER, HIGH RISK ACTIVITIES, LIMITATION OF LIABILITY, GOVERNING LAW, SEVERABILITY, and NOTICES specifically survive termination.

20. NO AUTOMATED USE

A licence for the Software may not be shared or used concurrently on different Devices, nor shared or used to support multiple User or operational requests as indicated above. As a result, you may not use the Software in an automated, unattended, non-interactive server application or component (including ASP) where:

(i) multiple User requests from different Users are queued for processing; or

(ii) multiple requests from one User are queued for processing but acting against content created or edited by other Users.

Examples which would violate this section include, but are not limited to, use as a plot server, file translator, print server or other applications using or employing similar methods.

21. LIMITED WARRANTY

Except for Software which is identified as no-charge, free, demo, evaluation, Beta, Technology Preview, or NFR, which is provided to you “AS-IS” and specifically without warranty of any kind, for sixty (60) days from the date of first installation (the "Warranty Period"), the Company warrants that

(i) the Software will perform substantially in accordance with the functional specifications in the documentation which accompanies the Software; and

(ii) the media on which the Software is distributed meets generally accepted industry standards. It is understood that the Company is not responsible for your use of the Software or the results from such use. It is further understood that there may be errors or omissions in the information contained in the Software, that the information contained in the Software may not be current or complete and that defects in hardware or software may prevent you from gaining access to the Software. This limited warranty is offered by the Company alone, and is not extended to any software code that may be contributed to the Software by our Suppliers. Any supplements or updates to the Software (including but not limited to fixes, work in progress builds, or subsequent updates) provided to you after the expiration of the Limited Warranty period above are not covered by any warranty or condition, express, implied or statutory.

22. DISCLAIMER

THE FOREGOING LIMITED WARRANTY STATES THE SOLE AND EXCLUSIVE REMEDIES FOR THE COMPANY’S BREACH OF WARRANTY. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PROVIDES THE SOFTWARE AS IS AND WITH ALL FAULTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, THE COMPANY DISCLAIM ANY AND ALL OTHER WARRANTIES, EITHER STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC RIGHTS; YOU MAY HAVE OTHER RIGHTS, WHICH VARY AMONG JURISDICTIONS.

23. HIGH RISK ACTIVITIES

The Software is not fault tolerant and is not designed, manufactured or intended for use or resale as control equipment in hazardous environments requiring fail-safe performance, such as in the design of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, or any other facilities in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, the Company specifically disclaim any express or implied warranty of fitness for High Risk Activities.

24. END USER REMEDIES

If a defect in the Software appears that constitutes a breach of the above Limited Warranty, the Company shall, at its sole discretion, repair the Software, refund the price you paid for the Software or replace the defective item(s), provided that:

(i) you notify the Company of the defect during the Warranty Period;

(ii) the Software is not modified, changed, or altered by anyone other than the Company, unless authorized by the Company in writing;

(iii) your Device is in good operating condition and the Software is installed in an officially supported environment; and

(iv) the non-conformity is not caused by a third party or by you, your agents, employees or contractors. Repaired, corrected, or replaced Software shall be covered by this limited warranty for the period remaining under the warranty covered by the original Software, or if longer, for thirty (30) days after the date: (a) of installation by you of the repaired or replaced Software, or (b) the Company advised you how to operate the Software so as to achieve the functionality described in the documentation.

YOU AGREE THAT THE FOREGOING CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH BY THE COMPANY OF THE LIMITED WARRANTY MADE IN THIS EULA.

25. LIMITATION OF LIABILITY

Regardless of whether any remedy set forth herein fails of its essential purpose by law, in no event will the Company be liable for indirect, special, incidental, economic or consequential damages, regardless of the nature of the claim, including without limitation lost profits, costs of delay, interruption of business, loss of use, costs of lost or damaged data or documentation or liabilities to third parties arising from any source, even if the Company has been advised of the possibility of such damages. In no event shall the liability of the Company exceed the amount paid by you (in the currency used to purchase) for the Software. Some jurisdictions do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. THE PROVISIONS OF THIS EULA ALLOCATE THE RISKS BETWEEN THE COMPANY AND YOU. THE COMPANY’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

26. STATUTORY CONSUMER RIGHTS

Nothing in this EULA is meant to contravene statutory rights that consumers may have pursuant to local law.

27. INDEMNIFICATION

You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Software, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defence, if the Company wishes.

28. GOVERNING LAW

This EULA will be governed by and construed in accordance with the substantive laws of India, and the courts located in India shall have exclusive jurisdiction over all disputes relating to this Agreement. To the maximum extent permitted by applicable law, the parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, as amended, and the provisions of the Uniform Computer Information Transactions Act, as they may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement.

29. SEVERABILITY

The provisions of this EULA shall be deemed to be separable and the invalidity of any provision hereof shall not affect the validity of the remainder of this Agreement.

30. NOTICES

You may send all notices under this EULA to:

Root Bridge Automations
Attn: Legal Department
410 Notus IT Park
Plot-D Sarabhai Complex
Near Genda Circle
Vadodara 390023 Gujarat
India

31. QUESTIONS

Should you have any questions regarding this EULA, please contact the Company’s legal department – legal@rootbridge.tech

End User Licence Agreement for Root Bridge Automations Software and SaaS Services