IMPORTANT – PLEASE READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN YOU (AN INDIVIDUAL OR SINGLE LICENSED ENTITY) AND ZOMETRIC, A PRODUCT FROM FACTONITY SYSTEMS PVT. LTD. ("WE", "US", "OUR", "ZOMETRIC", OR "FACTONITY"). BY USING THE SOFTWARE IDENTIFIED ABOVE ("SOFTWARE"), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE. IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF A BUSINESS ENTITY, YOU AFFIRM THAT YOU ARE AUTHORIZED TO DO SO.
YOU HAVE PURCHASED AND/OR OBTAINED A LICENSE TO USE THIS SOFTWARE AS PER THE TERMS IN THIS AGREEMENT. YOU DO NOT OWN THE SOFTWARE AND HAVE NO RIGHTS TO SELL OR RESELL IT.
IF YOU HAVE A SEPARATE WRITTEN LICENSE AGREEMENT WITH ZOMETRIC, THAT AGREEMENT WILL PREVAIL. THE TYPE OF LICENSE YOU HAVE IS SPECIFIED IN YOUR PURCHASE CONFIRMATION, RECEIPT, OR INVOICE. ANY PURCHASE ORDER YOU SUBMIT IS FOR YOUR CONVENIENCE ONLY.
1. License Information
1.1. Software: During your license term, we provide you with access to use the software for internal business purposes only.
1.2. System Requirements: You are responsible for providing the necessary system requirements to use the software.
2. Use of Software; General Restrictions
2.1. Authorized Use: You may allow your authorized users (employees, agents, consultants, contractors, vendors, and suppliers) to use the software for internal business purposes. You are responsible for their use. Authorized users must be natural persons. If you are a licensed entity, the software may be used by employees of your divisions, subsidiaries, or affiliates. Use by third-party IT service providers is allowed if you inform us of their identity and ensure their compliance with this agreement. Public network or internet access to the software without a secure, password-protected portal is prohibited unless otherwise agreed.
2.2. User ID and Password Protection: Each authorized user must have unique credentials, which must not be shared. We are not liable for actions taken using your credentials, including unauthorized use. You must notify us immediately of any security breaches.
2.3. Support: We provide reasonable technical support during the subscription or AMC period at no extra charge.
2.4. General Restrictions: You must not modify, copy, distribute, or otherwise make the software available to third parties, use it to build competing products, reverse engineer it, or circumvent its security features. Use the software only for lawful purposes and as per this agreement.
3. License Term; Renewal; Termination
3.1. Software License Term; Renewal: Your license is non-exclusive and limited, subject to the terms, fees, and conditions of this agreement. Renewals require payment of the current license fee before the expiration of the term. Options for renewal include one-year or three-year terms.
3.2. Disabling Routine: The software will disable access automatically after the subscription period ends. For perpetual licenses, updates and support continue only during the AMC or warranty period.
3.3. Termination for Convenience: You may terminate the software at any time with written notice. No refunds will be provided, and you must pay any remaining fees for the subscription period.
3.4. Termination for Cause: Either party may terminate the agreement for a material breach if not cured within 30 days of notice. Upon termination, you must stop using and destroy all copies of the software and certify this to us. No refunds will be provided.
4. License Fees
4.1. License Fee; Adding Authorized Users: The license fee governs the number of authorized users or simultaneous logins. Additional user fees apply for increasing limits during the term. Fees are non-refundable.
4.2. Payment Terms: License fee payment terms are as stated on the invoice.
4.3. Taxes: License fees exclude tariffs, duties, or taxes imposed by any government.
5. Ownership Rights; Confidential Information
5.1. Ownership: We retain all rights to the software and related technology. This agreement does not constitute a sale of the software. We own all derivative works, modifications, or improvements.
5.2. Confidential Information: Each party must protect the other’s confidential information with reasonable care, use it only within the scope of this agreement, and limit access to those who need it and are under confidentiality agreements. Disclosures required by law or court order must be notified in advance.
6. Limited Warranty
We warrant that the software will operate substantially as documented. If a defect is identified, we will either rectify it or terminate the agreement and provide a pro-rata refund for any prepaid fees. This warranty does not cover unauthorized modifications or misuse.
7. Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE USE.
8. Limitation of Liability
8.1. Consequential Damages Waiver: EXCEPT FOR SPECIFIC OBLIGATIONS OR MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
8.2. Liability Cap: EXCEPT FOR SPECIFIC OBLIGATIONS OR MISCONDUCT, EACH PARTY’S LIABILITY IS LIMITED TO THE AMOUNT PAID IN THE 12 MONTHS PRECEDING THE CLAIM.
9. Miscellaneous
9.1. Independent Contractors: The parties are independent contractors with no partnership, joint venture, employment, or agency relationship.
9.2. Assignment: The agreement and software license cannot be transferred without our written permission.
9.3. Severability: If any provision is invalid or unenforceable, it will be limited or reduced to be enforceable, without affecting the other provisions.
9.4. Injunctive Relief: We may seek injunctive relief for breaches or threats to our rights in the software.
9.5. Waivers: Waivers must be in writing and signed by an authorized representative.
9.6. Priority: In the absence of a separate agreement, this agreement prevails over conflicting terms in your purchase order unless specifically accepted by us in writing.
9.7. Updated Terms: We may update policies to reflect changes in laws, regulations, or practices. Notice will be provided for material changes. Continued use after notice constitutes acceptance of updates.
9.8. Entire Agreement; Amendments: This agreement, including referenced terms and any purchase or renewal documents, constitutes the entire agreement. Variations not signed by both parties are ineffective.
9.9. Notice: All notices must be in writing and deemed given upon personal delivery, receipt by overnight courier, or four business days after emailing.
For any queries or to notify us of terminations, please contact us at contact@factonity.com.