BY Purchasing and/or DOWNLOADING and/or Installing and/or Using ProfitBox V1.0, The business intelligence tool (Desktop based software to predict customer behavior), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF ProfitBox V1.0.COM'S ProfitBox V1.0, IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY AND/OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS IN WHOLE OR PART, YOU CAN NOT PURCHASE, DOWNLOAD, INSTALL AND/OR USE ProfitBox V1.0.
As part of the download license, Octopus3G.com will provide you with use of the ProfitBox V1.0, The business intelligence tool. Your registration for, or use of, ProfitBox V1.0, The business intelligence tool shall be deemed to be your agreement to abide by this Agreement including any materials available on the Octopus3G.com website incorporated by reference herein, including but not limited to Octopus3G.com's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy & Security; Disclosure
Octopus3G.com reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because Octopus3G, The business intelligence tool is a desktop based application, Octopus3G.com occasionally may need to notify all users of Octopus3G, The business intelligence tool (whether or not they have opted out as described above) of important announcements regarding the operation of Octopus3G, The business intelligence tool.
2. License Grant & Restrictions
Octopus3G.com hereby grants you a non-exclusive, non-transferable, worldwide right to use ProfitBox V1.0, The business intelligence tool, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Octopus3G.com and its licensors.
You may not access ProfitBox V1.0, The business intelligence tool if you are a direct competitor of Octopus3G.com, except with Octopus3G.com's prior written consent. In addition, you may not access ProfitBox V1.0, The business intelligence tool for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party ProfitBox V1.0, The business intelligence tool or the Content in any way; (ii) modify or make derivative works based upon ProfitBox V1.0, The business intelligence tool or the Content; (iii) create Internet "links" to ProfitBox V1.0, The business intelligence tool or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access ProfitBox V1.0, The business intelligence tool in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of ProfitBox V1.0, The business intelligence tool, or (c) copy any ideas, features, functions or graphics of ProfitBox V1.0, The business intelligence tool. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use ProfitBox V1.0, The business intelligence tool.
You may use ProfitBox V1.0, The business intelligence tool only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violating third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of ProfitBox V1.0, The business intelligence tool or the data contained therein; or (v) attempt to gain unauthorized access to ProfitBox V1.0, The business intelligence tool or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your business and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of ProfitBox V1.0, The business intelligence tool, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Octopus3G.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Octopus3G.com immediately and use reasonable efforts to stop immediately any copying or distribution of tool that is known or suspected by you or your Users; and (iii) not impersonate another Octopus3G.com user or provide false identity information to gain access to or use ProfitBox V1.0, The business intelligence tool.
4. Account Information and Data
Octopus3G.com does not own any data, information or material that you submit to ProfitBox V1.0, The business intelligence tool in the course of using ProfitBox V1.0, The business intelligence tool. You, not Octopus3G.com, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Octopus3G.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach).
5. Intellectual Property Ownership
Octopus3G.com alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Octopus3G.com Technology, the Content and ProfitBox V1.0, The business intelligence tool and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to ProfitBox V1.0, The business intelligence tool. This Agreement is not a sale and does not convey to you any rights of ownership in or related to ProfitBox V1.0, The business intelligence tool, The ProfitBox V1.0 Technology or The Intellectual Property Rights owned by Octopus3G.com. The Octopus3G name, the Octopus3G logo, and the product names associated with Octopus3G, The business intelligence tool are trademarks of Octopus3G.com, and no right or license is granted to use them.
6. Third Party Interactions
During use of ProfitBox V1.0, The business intelligence tool, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through ProfitBox V1.0, The business intelligence tool. Any such activity, and any terms, conditions, warranties or representations associated with such activities are solely between you and the applicable third-party. Octopus3G.com and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Octopus3G.com does not endorse any sites on the Internet that are linked through ProfitBox V1.0, The business intelligence tool. Octopus3G.com provides these links to you only as a matter of convenience, and in no event shall Octopus3G.com or its licensors be responsible for any content, products, or other materials on or available from such sites. Octopus3G.com provides ProfitBox V1.0, The business intelligence tool to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made monthly in advance unless otherwise mutually agreed upon in an Acceptance Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for ProfitBox V1.0, The business intelligence tool ordered for the entire License Term, whether or not ProfitBox V1.0, The business intelligence tool is actively used. You must provide Octopus3G.com with valid credit card, ACH authorization, or approved purchase order as a condition to signing up for ProfitBox V1.0, The business intelligence tool. An authorized License Administrator may add services by executing an additional written Acceptance Form. Added services will be subject to the following: (i) added services will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added services will be the then current, generally applicable license fee; and (iii) services added in the middle of a billing month will be charged in full for that billing month. Octopus3G.com reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Billing and Renewal
Octopus3G.com charges and collects in advance for use of ProfitBox V1.0, The business intelligence tool as well as maintenance and support fees. Octopus3G.com will automatically renew and bill your credit card each month on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge or maintenance and support fees will be equal to the then-current license fee in effect during the prior term, unless Octopus3G.com has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Octopus3G.com's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only India taxes based solely on Octopus3G.com's income.
You agree to provide Octopus3G.com with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Octopus3G.com reserves the right to terminate your access or our support to ProfitBox V1.0, The business intelligence tool in addition to any other legal remedies.
Unless Octopus3G.com in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers");(ii) all other entities will be billed in U.S. dollars and be subject to either U.S. payment terms and pricing schemes ("Non-U.S. Customers").
If you believe your bill is incorrect, you must contact us in writing at billing (at) Octopus3G.com.com within 15 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
9. Non-Payment and Suspension
In addition to any other rights granted to Octopus3G.com herein, Octopus3G.com reserves the right to suspend or terminate this Agreement and your access and our support to ProfitBox V1.0, The business intelligence tool, if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for service during any period of suspension. If you or Octopus3G.com initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Octopus3G.com may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Octopus3G.com reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to ProfitBox V1.0, The business intelligence tool. You agree and acknowledge that Octopus3G.com has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
10. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. For all editions, the Initial Term will be as otherwise mutually agreed upon in an Acceptance Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Octopus3G.com's then current fees. Either party may terminate this Agreement or downgrade ProfitBox V1.0, The business intelligence tool, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), You agree and acknowledge that Octopus3G.com has no role to retain the Customer Data, and you may delete such Customer Data after termination.
11. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Octopus3G.com Technology or Service will be deemed a material breach of this Agreement. Octopus3G.com, in its sole discretion, may terminate support to the product, your password, account or use of ProfitBox V1.0, The business intelligence tool if you breach or otherwise fail to comply with this Agreement. In addition, Octopus3G.com may terminate a free account at any time in its sole discretion. You agree and acknowledge that Octopus3G.com has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Octopus3G.com represents and warrants that it will provide ProfitBox V1.0, The business intelligence tool in a manner consistent with general industry standards reasonably applicable to the provision thereof and that ProfitBox V1.0, The business intelligence tool will perform substantially in accordance with the online Octopus3G.com help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to ProfitBox V1.0, The business intelligence tool and that your billing information is correct.
13. Mutual Indemnification
You shall indemnify and hold Octopus3G.com, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Octopus3G.com (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Octopus3G.com of all liability and such settlement does not affect Octopus3G.com's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Octopus3G.com shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that ProfitBox V1.0, The business intelligence tool directly infringes a copyright, any patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Octopus3G.com of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Octopus3G.com; provided that you (a) promptly give written notice of the claim to Octopus3G.com; (b) give Octopus3G.com sole control of the defense and settlement of the claim (provided that Octopus3G.com may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Octopus3G.com all available information and assistance; and (d) have not compromised or settled such claim. Octopus3G.com shall have no indemnification obligation, and you shall indemnify Octopus3G.com pursuant to this Agreement, for claims arising from any infringement arising from the combination of ProfitBox V1.0, The business intelligence tool with any of your products, service, hardware or business process(s).
14. Disclaimer of Warranties
OCTOPUS3G.COM AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ProfitBox V1.0, THE BUSINESS INTELLIGENCE TOOL OR ANY CONTENT. OCTOPUS3G.COM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF ProfitBox V1.0, THE BUSINESS INTELLIGENCE TOOL WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) ProfitBox V1.0, THE BUSINESS INTELLIGENCE TOOL WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH ProfitBox V1.0, THE BUSINESS INTELLIGENCE TOOL WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) ProfitBox V1.0, THE BUSINESS INTELLIGENCE TOOL OR THE SERVER(S) THAT MAKE ProfitBox V1.0, THE BUSINESS INTELLIGENCE TOOL AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ProfitBox V1.0, THE BUSINESS INTELLIGENCE TOOL AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY OCTOPUS3G.COM AND ITS LICENSORS.
15. Internet Delays
OCTOPUS3G.COM'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. OCTOPUS3G.COM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE ProfitBox V1.0, THE BUSINESS INTELLIGENCE TOOL, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH ProfitBox V1.0, THE BUSINESS INTELLIGENCE TOOL, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Additional Rights
Certain countries/states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
18. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to Indian export controls administered by the Indian Government Agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the India maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using ProfitBox V1.0, The business intelligence tool, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all Indian export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
Octopus3G.com and its licensors make no representation that ProfitBox V1.0, The business intelligence tool is appropriate or available for use in other locations. If you use ProfitBox V1.0, The business intelligence tool you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Indian law is prohibited. None of the Content, nor any information acquired through the use of ProfitBox V1.0, The business intelligence tool, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the respective government for such purposes.
Octopus3G.com may give notice by means of a general notice on ProfitBox V1.0, The business intelligence tool, electronic mail to your e-mail address on record in Octopus3G.com's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Octopus3G.com's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Octopus3G.com (such notice shall be deemed given when received by Octopus3G.com) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Octopus3G.com at the following addresses (whichever is appropriate): Octopus3G.com, 8/2/293-192/2 S V Nagar, Road # 14, Banjara Hills, Hyderabad 500034, India, to the attention of Owner Octopus3G.com.
20. Modification to Terms
Octopus3G.com reserves the right to modify the terms and conditions of this Agreement or its policies relating to ProfitBox V1.0, The business intelligence tool at any time, effective upon posting of an updated version of this Agreement on ProfitBox V1.0, The business intelligence tool. You are responsible for regularly reviewing this Agreement. Continued use of ProfitBox V1.0, The business intelligence tool after any such changes shall constitute your consent to such changes.
21. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Octopus3G.com but may be assigned without your consent by Octopus3G.com to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Octopus3G.com directly or indirectly owning or controlling 50% or more of you shall entitle Octopus3G.com to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by Indian law and controlling without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or ProfitBox V1.0, The business intelligence tool shall be subject to the exclusive jurisdiction of the state and city courts located in Hyderabad, India. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Octopus3G.com as a result of this agreement or use of ProfitBox V1.0, The business intelligence tool. The failure of Octopus3G.com to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Octopus3G.com in writing. This Agreement, together with any applicable Acceptance Form, comprises the entire agreement between you and Octopus3G.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info (at) Octopus3G.com.