End User License Agreement

1. (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or make it available to anyone other than its Users;
2. (ii) Customer shall be responsible for its usage of the Software and shall comply with all applicable laws and regulations with respect to its usage of the Software, including its transferring, storing or processing of Personal Data via the Software;
3. (iii) send or store infringing or unlawful material in connection with the Service;
4. (iv) breach, circumvent, tamper with or disable any security or other technological features or measures of the Xecurifys Services;
5. (v) attempt to probe, scan or test the vulnerability of any systems related to the Xecurify Services, including penetration or load tests, without Xecurify’s prior written approval for each test instance;
6. (vi) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs to the Service;
7. (vii) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Service or the data contained therein;
8. (viii) modify, copy or create derivative works based on the Service, or any portion thereof;
9. (ix) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or
10. (x) delete, alter, add to or fail to reproduce in and on the Service the name of Xecurify and any copyright or other notices appearing in or on the Service or which may be required by Xecurify at any time.

4. YOUR MEMBERSHIP

5. PRICE AND PAYMENT

1. 5.1 Fees: The fees for Software, Professional Services, and Support and Maintenance Services shall be paid by the customer as per their requirement based on the prices displayed on the licensing page of the website and can also directly contact Xecurify via email for any specific requirements. The customer can place an order on the website or can directly place an order for purchase of the software via email to Xecurify.  If the customer chooses to contact Xecurify for a plugin license directly, Xecurify shall provide the customer, statement of work/quotations as per the requirements of the customers. The fees required to be paid hereunder do not include any amount for taxes, duties or import/export fees. If withheld by a government entity, Customer shall reimburse Xecurify and hold Xecurify harmless for all sales, use, VAT, excise, property, or other taxes or levies, duties or import/export fees which Xecurify is required to collect or remit to applicable tax authorities (including any interest or penalties thereon). Unless Customer provides Xecurify a valid exemption certification from the applicable taxing authority, Customer shall pay to Xecurify or its agents the amount of any such tax. Customer agrees to pay Xecurify all fees in advance i.e. immediately after placing the order via email unless otherwise explicitly agreed by Xecurify. Except as otherwise specifically provided in this Agreement, all Fees paid and payable to Xecurify hereunder are non-cancelable and non-refundable. If Customer fails to pay any Fees due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of Law, (i) Xecurify  reserves the right to suspend the Service upon thirty (30) days written notice, until such amounts are paid in full, and (ii) Xecurify will have the right to levy additional interest equal to the amount of the used services. (iii) Xecurify shall suspend the subscription license and the Customers shall no longer be eligible to use the benefits of the said license.
2. 5.2 Expenses: Unless otherwise specified in the applicable Statement of Work/Quotations, upon invoice from Xecurify Customer will reimburse Xecurify for all pre-approved, reasonable expenses incurred by Xecurify while performing the Professional Services, including without limitation, transportation services, lodging, and meal and out-of-pocket expenses related to the provision of the Professional Services.
3. 5.3 Taxes: Fees do not include and may not be reduced to account for any taxes including any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, Taxes). Customer is responsible for paying all Taxes associated with its purchases hereunder.

6. VERSION CHECK AND REGISTRATION

7. PROHIBITED USE

8. RELATIONSHIP BETWEEN THE PARTIES

9. RESERVATION OF RIGHTS

10. CONFIDENTIALITY

1. (a) were generally known to the public on the Effective Date;
2. (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Receiving party;
3. (c) were rightfully known to the Recipient prior to its receipt thereof from the Disclosing party;
4. (d) are or were disclosed by the Disclosing party generally without restriction on disclosure;
5. (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or
6. (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not:
1. (i) use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission, or (ii) disclose or make the Disclosing Party’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a need to know in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of similar kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the one party is compelled by law to disclose Confidential Information of the other party, it shall provide the Disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.

11. DATA PROTECTION

1. 11.1. Personal Data/customer data shall mean all such data provided by the customer directly to Xecurify, which only includes name and email address and any other information collected for the sole purposes of providing services to the customers. Xecurify shall use its best endeavors to guarantee due compliance with the applicable obligations and exceptions laid down by mandatory law and regulation.
2. 11.2. Personal Data/customer data will be stored as long as such data is necessary for the purpose of providing the services and the agreement.
3. 11.3 Personal Data/customer data of the users shall not be transferred or handed to any third parties other than the government authority with court orders to transfer such data.

12. SOFTWARE WARRANTY AND REFUND POLICY

1. a) if the software or the features you have purchased is not working as advertised on the website/ marketplace and you have attempted to resolve the issues with our support team;
2. b) you have purchased the wrong license or Xecurify/miniOrange product and informed us within a period of 10 days from your purchase;
3. The Customer is not eligible for the refund under all the following circumstances:
   1. a) The Software is not used in accordance with Xecurify’s instructions;
   2. b) The Software defect has been caused by any of Customer’s malfunctioning equipment or Customer provided software;
   3. c) Customer has made modifications to the Software not expressly authorized in writing by Xecurify;
   4. d) Software is not working due to customers environmental changes;
   5. e) Combined the software with other products;
   6. f) Customer no longer requires the software after the purchase or changes his/her requirements towards the services;
   7. g) In cases where the Customer has willingly purchased the software after taking the demo/trial from the Xecurify team.

13. COPYRIGHT

14. INDEMNIFICATION

1. 14.1 In the event that a third party asserts a claim (the "Claim") against the Customer alleging that the Software infringes any patent, copyright, trademark, or misappropriates any trade secret, the Customer agrees to: (a) promptly notify Xecurify in writing of such Claim, (b) grant Xecurify sole control over the defense and settlement of the Claim, and (c) provide Xecurify with all reasonable assistance, information, and authority required for the defense and settlement of the Claim. Xecurify shall defend the Customer, and its directors, officers, and employees against such Claim. However, Xecurify shall not be liable for, nor obligated to reimburse the Customer for, any and all liabilities, any losses, damages, expenses, or legal fees suffered or incurred by Xecurify and arising directly or indirectly as a result of any breach by the Customer of this EULA, regardless of whether such costs are awarded or incurred as part of a settlement. The Customer shall bear responsibility for all costs associated with the Claim, except as otherwise explicitly provided in this agreement.
2. 14.2 Exclusions from Obligations: Xecurify will have no obligation under this Section 14.1 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) not supplied by Xecurify, (b) that  are  modified  by Customer after delivery (c) use of the Xecurify’s Services in combination with other products, services, processes or  materials  where the alleged infringement  relates  to  such  combination which  were  unauthorized  by Xecurify; (d) use of the Xecurify’ s Services by Customer for purposes outside the scope of the rights and licenses granted to Customer (e) where  Customer  continues  use of  the infringing Software following Xecurify’s supplying a modified, amended or replacement version of the Software, or (f) Customer failure to use the Xecurify’s Services in accordance with this Agreement and the Documentation; (g) any modification of the Xecurify Services by Customer not made or authorized in writing by Xecurify; or (e) any activity after Xecurify has provided Customer with a work around or modification that would have avoided such Claim. This Section  sets forth Xecurify’s entire obligation and Customers exclusive remedy with respect to any infringement, misappropriation or other violation of third party rights.
3. Customer undertakes to reimburse Xecurify for any reasonable out of pocket expenses incurred by Xecurify if the cause of the infringement is attributable to Customer’s actions as stated herein.
4. 14.3 In the event of such a Claim being brought or threatened or in the event an injunction is issued or threatened, Xecurify may, at its  option  and  expense,  either  procure  for the Customer the right  to  continue  to  use  the  Software,  modify  or  replace  the Software so as to avoid infringement,  or accept  the  return  of  the infringing  Software  and  return the  license  fee  paid for such infringing Software.
5. 14.4 The provisions of this Section set forth Xecurify’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement of intellectual property rights and/or proprietary rights of any kind.

15. LIMITED WARRANTY