EULA

CLOUD END USER LICENSE AGREEMENT

 

PLEASE READ THIS CONNECT HR SOFTWARE SUBSCRIPTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE INSTALLING, EXECUTING OR USING CONNECT RESOURCES (“CONNECTHR”) OR CLOUD SERVICES. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT INSTALL, EXECUTE OR USE CONNECT HR SOFTWARE AND/OR CLOUD SERVICES.

This is an Agreement between CONNECT RESOURCES (“CONNECTHR”) and the individual or entity that has executed this Agreement (“SUBSCRIBER”, “Subscriber”, “You” or “you”). This Agreement sets forth the terms and conditions that govern orders placed by you for Services under this Agreement.

1.  DEFINITIONS.

• “Instance” means a virtual or physical system on which you install or execute all or a portion of the
• “Portal” means the online portal (e.g. cloud, hosted platform, managed service provider offering) through which you purchase and/or receive access to Software and
• “Cloud Services” means, collectively, the CONNECTHR grants Subscriber a revocable, limited, non- transferable, non-exclusive license to access the CONNECTHR cloud Software Services as listed in your order or The term “Cloud Services” does not include Professional Services.

1.4 “Support “During a Subscription Period, CONNECTHR will provide Subscriber with the support.

1.5. “Order” means CONNECTHR and Subscriber accepted order Confirmation Document/ Invoice/ Quotation or Web purchase confirmation.

2.   BACKGROUND.
2.1 Agreement Background. Subscriber have agreed to subscribe to the services provided is monthly basis from date of deployment.
3.  SERVICE FEES AND PAYMENT SCHEDULE

• Initial Setup CONNECTHR will perform the SETUPS / INSTALLATIONS as detailed within the Order or in any attached schedules. Subscriber agrees to pay any installation fees as per the Order.

3.2.  Monthly Fee.

• CONNECTHR
• Late Payment. Late Payment is defined: (a) for payments Refused by the issuing bank, (b) for credit card payments, payments not received (Including, for instance, if payment is refused by the credit card issuer or credit Card is expired and no new expiration date is provided) within 3 calendar days of the due date; and (c) for invoiced payments, payments not received within Standard terms following our sending it via e-mail to Subscriber billing If there is any late payment(s) on your account, CONNECTHR at its sole discretion and without waiving other rights it may have, may suspend, interrupt, or disconnect the Services on your account, without notice to you, also including termination of this agreements and the service by CONNECTHR without any obligations on any of the points.
• Hourly The hourly rates are defined for on-site services for all system engineers and are Billable for services outside the scope specifically defined in this agreement.
• Billing Zone. On-site services are billed “portal-to-portal”. The hourly Charges for on-site service begins when a billable staff member leaves the CONNECTHR Headquarters and ends when that member finishes on-site.
• After-Hours. All rates in this Agreement are based upon services provided during normal business hours defined as Monday through Saturday, 8 AM to 5:00 PM Dubai, UAE
• Travel CONNECTHR invoice for any additional travel expenses to include air travel accommodation, Visa for outside United Arab Emirates.
• All invoices and payments are due as per this agreement payment terms unless other terms are approved by CONNECTHR
• Any sales Taxes, use, value added or other taxes (including applicable withholding taxes), shall be borne by the Subscriber. CONNECTHR will not be involved in any tax related matter if arises.
• Cloud prices. CONNECTHR reserves the rights to increase or decrease the price for “Subscription Price ” services any time after 1-year period. New updated prices will be informed a written notice via email to the

4.  DATA MANAGEMENT PROTECTION
 

• OWNERSHIP OF DATA.

5. INTELLECTUAL PROPERTY RIGHTS AND LICENSING
 

• The Licensed Program /cloud software, all copies of the Licensed Program /cloud software, related contents, and all rights therein, are owned by CONNECT RESOURCES (CONNECTHR) or its suppliers and are protected by applicable UAE copyright laws and international treaty Rights to access or use Software on a device do not give Subscriber any right to implement CONNECT RESOURCES

 

(CONNECTHR) patents or other CONNECT RESOURCES (CONNECTHR) intellectual property in the device itself or in any other software or devices

• All intellectual property rights in, title to or ownership of the Licensed Program/cloud software and the services delivered by CONNECTHR shall at all times remain with CONNECT RESOURCES (CONNECTHR). The Subscriber cannot claim any of the Intellectual property rights.
• The Subscriber may not make or use illegal copies of the Licensed Program /cloud software and may not use CONNECTHR name, logo, or trademarks without CONNECTHR prior written
• CONNECTHR does not warrant that the functions contained in the licensed programs/cloud software will meet Subscriber’s complete requirements or that the operation of the licensed programs/cloud software will be uninterrupted or error free.

6. THIRD PARTY COMPONENTS:

• • Part of the Services may incorporate third Party proprietary services and/or software (all text, files, images, graphics, illustrations, information, data, audio, video, photographs, data feeds from social network services, RSS feeds from blog posts, and data libraries and dictionaries). If and to the extent such third-Party services and/or software are an integral part of the Services, such third Parties shall be deemed CONNECTHR Agents and the terms of this Agreement shall apply to such CONNECTHR If and to the extent Subscriber contacts independently with independent third Parties, the terms of such third-Party contract shall apply to the relationship between Subscriber and such independent contractor and CONNECTHR shall have no liability with respect thereto. Any Open Source software provided with or contained in the Services is provided AS IS and without any warranty of any kind.

7.  DISCLAIMER OF WARRANTIES: LIMITATION OF DAMAGES / LIABILITY.

• • • NO WARRANTIES

CONNECTHR gives no warranty about the Software or Services. Without limiting the foregoing, CONNECTHR does not warrant that the Software or Services will meet your requirements or that it will be suitable for any particular purpose.

But for the duration of this Agreement, CONNECTHR commits to use commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:

• • • The Customer’s computing systems are in good operational order
    • The Customer provides adequate troubleshooting information
    • All amounts due to CONNECTHR have been

7.2  DISCLAIMERS
Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.

CONNECTHR does not warrant that the Software complies with any local or international law or regulations.
7.3  LIMITATION OF LIABILITY
To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer during the previous 3 months subscription. Multiple claims shall not enlarge this limitation.

In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose.

8.  SERVICES PERIOD; END OF SERVICES, TERM of TERMINATION
8.1 Services provided under this Agreement shall be provided for the Services Period is three months or period mentioned in “Order” from date of deployment. Renewal or cancellation (i) The subscriber can send a written notice no later than ten (10) days prior to the end of the Services Period of your intention to renew such Cloud Services, or (ii) CONNECTHR provides You with written notice no later than ten (10) days prior to the end of the Services Period of its intention not to renew such Cloud Services.

• • • CONNECTHR will provide services in a competent manner, comparable to industry standards. If CONNECTHR does not provide services in such manner and cannot rectify the bug(s), within twenty (20) days from your written notice in which you identify the problem(s), Subscriber will have the right to terminate the respective subscription anytime during the Subscribed

• • • Neither party, at its sole discretion, may terminate this Agreement:
  • • If neither party becomes the subject of any proceedings under the Bankruptcy Act or other insolvency law, voluntary or involuntary, if such proceeding is not dismissed within ninety (90) days;
    • Suffers a receiver to be appointed for its affairs or

• • • CONNECTHR

9.  SUBSCRIBER’S RESPONSIBILITIES

• • • Subscriber must provide CONNECTHR with all appropriate usernames and passwords required to access network resources (i.e. Administrator usernames and passwords, router telnet passwords) and maintain all necessary media, license keys, and vendor contact numbers and provide access to that information when

• • • It is the responsibility of the subscriber to ensure that prescribed backup operations performed by CONNECTHR are

10.  SUPPORT AND SERVICES BY CONNECTHR:

• • • SUPPORT:

• • • In CONNECTHR sole determination, Support shall consist of: (i) electronic support (ii) supplying extensions, enhancements and other changes that CONNECTHR may make to the Cloud Services from time to time and which are made publicly available, without additional charge.

• • • SERVICE UPDATES: CONNECTHR agrees to provide the Subscriber from time to time software updates as it deems necessary and appropriate in order to provide the most optimal Services to Such updates shall be provided to Subscriber at no additional charge.

• • • REMOTE CONNECTHR

11.  GENERAL.
Governing Law: Venue-

This Agreement shall be governed by and construed in accordance with the laws of United Arab Emirates, without reference to conflicts of Law rules and principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of

Goods, the application of which is expressly excluded. Any dispute arising out of the interpretation or application of the terms of this Agreement or any breach thereof shall, unless it is settled by direct negotiation, be settled by the courts of the Emirate of Dubai, United Arab Emirates, which shall have exclusive venue and jurisdiction for such disputes, and the parties hereby submit to personal jurisdiction in such courts.