This Software Subscription Agreement (“Agreement”) is made by and between FreJunInc(“FreJun”), a Delaware corporation, having its place of business at 2-5-65, GantaVari Street, Gandhi Nagar, Tenali, Guntur Dist-522201, AP, Indiaandyou, (either in your individual capacity or in the capacity of an authorized signatory of your organization) the Subscriber to the Services of FreJun,(“Subscriber” or “you”); each a “Party” and collectively the “Parties”.
BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX AND BY UTILIZING THE FREJUN SUBCRIPTION SERVICES THE SUBSCRIBER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. THE FREJUN SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
Therefore, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the Parties agree as follows:
1. Definitions
Capitalized terms used in this Agreement shall have the meaning assigned to them as set forth below.
1.1. “Documentation” means the user documentation delivered to the Subscriber from FreJun’s website or otherwise provided by FreJun as part of the Software download package.
1.2. “End User” means a host or participant who uses the Services.
1.3. “Intellectual Property Rights” means any intellectual property rights, including patents, utility models, rights in designs, copyrights, moral rights, database rights, trademarks, service marks, trade secrets, and rights of confidence, in all cases whether ornot registered or registerable in any country, and including the right to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world from time to time.
1.4. “Software” means the binary-code version of the FreJun software described in Exhibit A, which enables the Subscriber and its End Users, to use the Services.The Softwareis a collaborative tool intended to make meetings easierbetween Subscriber and/ or its End User and their colleagues, customers or third parties.
1.5. “Services” means the Services provided during the Subscription Term by FreJun to Subscriber and its End Users (by or through use of the Software) as more particularly describedin Exhibit A. FreJun may, in its sole discretion, modify the features of the Services from time to time without prior notice.
1.6. “Subscription Fees” or “Fees” shall mean the fees payable by the Subscriber for the Services.
1.7. “Subscription Term” means that period of time during which Subscriber may use the Services and the Software as opted for by the Subscriber on FreJun’s website. This period is renewed automatically unless terminated in accordance with the terms of this Agreement.
1.8. “Support Services” means FreJun’s standard maintenance and support services for the Software which are provided to Subscriber during the Subscription Term at no additional cost.
1.9. “Update” means a release of Software or patch thereto which may include a minor release or an error fix or contains an improvement or new functionality.
2. Software License and Restrictions.
2.1.Software License
FreJun hereby grants to the Subscriber during the Subscription Term, non-exclusive, non-transferable, revocable, worldwide, limited license to use and access the Software and the Services for the Subscriber’s use only and in accordance with the terms and conditions of this Agreement. The grant of license to use and access the Software and/or Services shall be restricted to permitted users only and must be in accordance with the terms and conditions of this Agreement.
2.2. Restrictions
Except as expressly set forth in this Agreement, the Subscriber shall not, directly or indirectly
(a) sublicense, resell, lend, lease, distribute or otherwise transfer rights or usage in the Software and/ or Services (b) provide the Software and/ or Services on a timesharing, service bureau, hosted, service provider or other similar basis (c) remove or alter any copyright, trademark or proprietary notice in or on the Software (d) study the Software and/ or Services for the purposes of developing a product or service which is similar or competitive (e) modify, translate or create any derivative works or services based on the Software or Service (f) disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that Subscriber directly or indirectly runs (or has run) on the Software (g) reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct the source code of the Software.
3. Proprietary Rights
3.1. Intellectual Property
Any and all rights in andtotheServices, Software, Documentation, enhancementand branding thereof including title, ownership rights and Intellectual Property Rightsis the sole and exclusive property of FreJun. This Agreement does not grant the Subscriber any right, title and interest in and to the Software, Documentation, or Services other than the right to use them as expressly stated in this Agreement. From time to time, the Subscriber may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Software or the Services. The Subscriber hereby assigns to FreJun all right, title and interest to such Feedback and provides to FreJun an exclusive, perpetual, irrevocable and worldwide right to create any developments based on such Feedback.
4. System Requirements
Accessing and use of the Software and Services would require the End Users to download an app or receiving an invite from an authorized source and/ or use one or more compatible devices, internet services and certain software(as may be stated in the Documentation and/ or on FreJun’s website) and may require obtaining updates or upgrades of the Software from time to time. Because the access and use of the Software and Services involve hardware, software, and Internet access, the Subscriber’s ability to access and use of the Services may be affected by the performance of these factors
5. Fees and Payment
5.1. In consideration of the Services provided under this Agreement by FreJun, Subscriber agrees to pay the Subscription Fees in the amount and for the Subscription Term.
5.2. FreJun would charge the Subscriber through the payment mechanism selected byFreJunthe Subscription Fees due and payable to FreJun by the Subscriber.
5.3. All Subscription Fees and charges would be exclusive of taxes which shall be borne by the Subscriber.
5.4. The Fees shall be paid to FreJun within 15 days after their due date.
5.5. In the event of non-payment of the Subscription Fees-
5.5.1. FreJun may at its discretion suspend the Subscriber’s use and access to the Services and Subscriber’s other rights under this Agreement and intimate the Subscriber about the same. The Subscriber may at its option, choose to have itsrights under this Agreement, including the right to use and access the Services reinstated, however, the Subscriber will need to pay in full, the sums due from the time prior to the suspension till the lifting of the suspension (date of payment), as if the Subscription Term had continued. Or
5.5.2. FreJun may at its discretion choose to terminate the Subscriber’s subscription, in which case, FreJun shall notify you about the same in writing.5.5.3. In the event of termination of the Subscriber’s subscription, FreJun reserves its right to delete all the End User’scontent in FreJun’s possession and control, at FreJun’s sole discretion.
6. Reporting
The Software transmits, aggregated data regarding product usage of the Software and Services to FreJun for the purposes of tracking any excessive usage and for enhancing and improving Software and Services. If the Subscriber has more End Users than the Subscriber has purchased accounts for, the Subscriber shall immediately pay the applicable Subscription Fees for such additional End Users (it shall be deemed that such unreported End Users have had access during the full Subscription Term).
7. Audit Rights
FreJun shall have the right to audit the Subscriber’s use of the Services during regular business hours and upon 5 day’s prior notice in order to verify that the Services are being used in compliance with this Agreement. If the audit reveals the Subscriber has more End Users than the Subscriber has purchased accounts for, the Subscriber shall immediately pay the applicable Subscription Fees for such additional End Users (it shall be deemed that such unreported End Users have had access during the full Subscription Term) and if the audit reveals a discrepancy of 5% or more, the Subscriber shall pay the cost of the audit to Frejun.
8. Confidentiality
8.1. “Confidential Information” shall mean information disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) and which includes, without limitation documentation, enhancement, financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas,concepts, strategies, trade secrets, and such other information. Confidential Information does not include information which: (a) is in the public domain; (b) was known to the Recipient or becomes known to the Recipient without breach of any confidentiality agreement; (c) is independently developed by the Recipient without violating any confidentiality obligations stated herein; (d) is disclosed by the Recipient pursuant judicial order or requirement of the governmental agency or by operation of law, provided however, the Recipient shall provide the Disclosing Party sufficient notice of such required disclosure in order to enable the Disclosing Party to obtain a protective order against the disclosure.
8.2. The Recipient shall only use the Confidential Information for the purpose it is disclosed for. Furthermore, the Recipient shall keep Confidential Information and data received from the Disclosing Party in strict confidence and shall not disclose it to any third parties except to a limited group of Recipient’s directors, officers, agents, authorized representatives on a need-to-know basis.
8.3. Upon request by the Disclosing Party or earlier termination of this Agreement, the Recipient shall immediately returnto the Disclosing Party, all Confidential Information disclosed by the Disclosing Party and all copies thereof. All such information shall be and shall remain the sole property of the Disclosing Party.
8.4. The Recipient agrees that any violation of the confidentiality obligations will cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to obtain injunctive relief in addition to all legal remedies.
8.5. The obligations under this Section shall survive for the period of this Agreement and 5 years thereafter.
9. Warranties
9.1. FreJun warrants for the sole benefit of Subscriber that during the applicable Subscription Term, the Software and Services would perform substantially in conformance with the Documentation and according to the terms of this Agreement.The foregoing warrantydoes not imply that the Software or the Services will be error free or without any bugs. Moreover, the foregoing warranties shall not apply to any error or failure resulting from: (i) Machine error; (ii) Subscriber’s or the End User’s failure to follow any reasonable instructions of FreJun; (iii) Subscriberor the End Userhaving used the Software outside the terms and conditions of this Agreement or its intended purpose; (iv)Subscriber’sor the End User’snegligence or error; or (v) modification of the Software by anyone other than FreJun.
9.2.Exclusive Remedies
In the event of a breach of aforesaid warranties,
9.2.1. The Subscriber’s sole remedy shall be (i) either to avail the fixes at FreJun’s option or (ii) to terminate the Services in accordance with the terms of this Agreement
9.2.2. FreJun’s entire liability upon receipt of proof of errors in the Software shall be to provide Fixes.
10. Disclaimer of Warranties
Except for the limited warranties set out herein, the software and the services are provided “as is” without any representations, conditions, warranties or covenants whatsoever, including without limitation, any express, statutory or implied representations, warranties or conditions of merchantability, satisfactory quality or fitness for a particular purpose, non-infringement of third party intellectual property, or arising otherwise in law or equity or covenant based on a course of dealing or usage of trade, all of which are expressly disclaimed and excluded. Frejun does not warrant that the functions contained in the software and the services will meet subscriber’s or the end user’s requirements, that the operation of the software and the services will be uninterrupted or error-free or that the software or services will operate in combination with any hardware, software, systems or data not provided by FreJun. The subscriber acknowledges that FreJun does not control the transfer of data over communications facilities, including the internet, and that the services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
11. Responsibility for End Users
The Subscriber is responsible for the activities of all End Users who access or use the Services through the Subscriber’s account and the Subscriber agrees to ensure that any such End User will comply with the terms of this Agreement and any applicable FreJun policies. FreJun assumes no responsibility or liability for violations. If the Subscriber becomes aware of any violation of this Agreement in connection with use of the Services by any person, please contact support [email protected].
12. Term and Termination.
12.1. The term of this Agreement shall commence from the beginning of the Subscription Terms And shall continue in force until terminated in accordance with this Agreement.
12.2. Termination for convenience
12.2.1. FreJun may terminate this Agreement without cause by providing the Subscriber 15days prior written notice.
12.2.2. If at any time the Subscriber is not happy with the Services, the sole remedy is to cease using the Services and follow the termination process.
12.2.3. FreJun’s website contains information on how the Subscriber may terminate its account and thus, terminate this Agreement.
12.2.4. If the Subscriber has purchased a subscription for Services for a specific term, such termination will be effective on the last day of the then-current term.
12.3. Termination for cause
12.3.1. If either Party is in default of any material provision of this Agreement and such default is not corrected within 30 days of receipt of written notice, the other Party shall have the right to terminate this Agreement by providing written notice to the Party in breach. Either Party shall have the right to immediately terminate this Agreement in writing if the other Party (a) voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors which is not dismissed within 120 days or (b) admits in writing its inability to pay its debts as they become due.
12.3.2. If the Subscriber fails to comply with any provision of this Agreement,FreJun may terminate this Agreement if upon providing 5 working days written notice of such breach. the Subscriber fails to rectify suchbreach. In such cases FreJun may retain any Fees previously paid by the Subscriber.
13. Limitation of Liability
13.1. Neither party shall be liable to the other for any indirect, consequential, incidental, exemplary or special damages, howsoever caused in connection with this agreement even if the other party has been advised of the possibility of such damages. The maximum liability of FreJun(whether in contract, tort (including negligence)) hereunder for direct damages, regardless of the form of action, shall be limited to the Fees received by FreJun from the Subscriber for the Services in the one (01) month period immediately preceding event giving rise to such a claim. the foregoing limitations of liability shall apply notwithstanding the failure of essential purpose of any limited warranty or remedy herein.
13.2. Disclaimer of Consequential Damages
This EULA provides and captures important legal information no event shall either party be liable for the cost of procurement of substitute goods or services, any lost profits, revenue, or data, interruption of business even if advised of the possibility of such damage or if such damage could have been reasonably foreseen. The foregoing shall not limit the subscriber’s payment obligations for the software and/ or services about the license of the software as a service, namely FreJun.
14. Governing Law
This Agreement shall be construed and governed by the laws of Delaware, USA without regard to principles of conflict of laws and the courts at Delaware city shall have jurisdiction to decide any dispute arising out of or as a result of this EULA.
15. Publicity
The Subscriber agrees that by using the Software and/or the Services, the Subscriber permits FreJun and provides a limited license to use the Subscriber’s name and trade mark logo in promotional materials, web-page, proposal and similar matters and indicating the Subscriber as FreJun’s customer.
16. Assignment
This Agreement is not assignable or delegable by Subscriber (including, without limitation, by merger, operation of law, or through the transfer of all or substantially all of the equity, assets, or business of Subscriber), in whole or in part, without the prior written consent of FreJun. Any assignment not in conformity with this section shall be null and void. FreJun may assign its rights, obligations and liabilities under this Agreement to a third party at its discretion.
17. Amendment, Waiver
No modification, termination, extension, renewal or waiver of any provision of this Agreement shall be binding upon a Party unless made in writing and signed by the Party for whom enforcement is sought.No modification of this Agreement or of any term or condition hereof shall result due to either Party’s acknowledgment or acceptance of the other Party’sforms (e.g., purchase order, acknowledgment forms, etc.) containing different or additional terms and conditions unless expressly and specifically accepted by both Parties by means of a writing which references this Section.A waiver on one occasion shall not be construed as a waiver of any right on any future occasion.No delay or omission by a Party in exercising any of its rights hereunder shall operate as a waiver of such rights.
18. Notices
Any notices required under this Agreement shall be given in writing, shall reference this Agreement, and shall be deemed to have been delivered and given: (a) when delivered personally; (b) 3 business days after having been sent by registered or certified mail, return receipt requested; or (c) 1 business day after deposit with a commercial overnight courier, with written verification of receipt. All communications shall be sent to the addresses set forth in the preamble of this Agreement or to such other address as may be designated by a Party by giving written notice to the other Party.
19. Force Majeure
Except for any payments due hereunder, neither Party shall be responsible for delay or failure in performance caused by any government act, law, regulation, order or decree, by communication line or power failures beyond its reasonable control, or by fire, flood or other natural disasters or by other causes beyond its reasonable control, nor shall any such delay or failure be considered to be a breach of this Agreement.
20. Compliance with Law
The Software may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. The Subscriber agrees to comply fully with all laws and regulations of the United States and other countries (“Export Laws”) to assure that neither the Software, nor any direct products thereof are; (a) exported, directly or indirectly, in violation of Export Laws, either to any countries that are subject to U.S. export restrictions or to any End User who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. Government or (b) intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
21. No Partnership or Joint Venture
In performing their respective duties under this Agreement FreJun and the Subscriber will be operating as independent contractors and neither Party is the legal representative, agent, joint venture, partner, or employee of the other Party for any purpose whatsoever.
22. Headings
The headings of the Sections of this Agreement are for convenience only and shall not be of any effect in construing the meaning of the Sections.
23. Privacy and other Policies
Use of the Services is also subject to FreJun’s privacy policy, and EULAs links to which is located at the footer on FreJun’s website.
24. Provision Severability
In the event that it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of this Agreement shall remain in full force and effect and bind the Parties according to its terms. To the extent any provision cannot be enforced in accordance with the stated intentions of the Parties, such terms and conditions shall be deemed not to be a part of this Agreement.
25. Counterparts
This Agreementmay be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
26. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement, and may not be amended, supplemented, varied or otherwise changed except in writing. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement. This Agreement may be modified in writing specifically referencing this Agreement and any such modifications must be signed by both the parties.
Exhibit A
Description of Software: FreJun is an AI system to make your interview process effective. FreJun assists in interview scheduling, calling, recording, sending personalized messages to candidates, and generating interview notes using the Natural Language Processing (NLP) and the speech processing Algorithms.
Description of Service: FreJun provides automated scheduling, calling, recording, and generating interview notes and sending personalized messages to candidates without/with minimal manual intervention
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