DNIF Community Edition Licence Agreement
‘DNIF’ is a data analytics software developed and owned exclusively by NETMONASTERY Network Security Private Limited, a private company limited by shares, incorporated under the (Indian) Companies Act, 1956 and having its registered office at 2nd Floor, Reliable House, Kanjur Marg (w), Mumbai - 400079 (hereinafter referred to as ‘NETMONASTERY’).
This DNIF Community Edition Licence Agreement (hereinafter referred to as the ‘Agreement’) constitutes the terms and conditions that govern the grant of a limited licence by NETMONASTERY to the End User to use the DNIF Community Edition of the Software available for registration at https://dnif.it/get-community.html.
The DNIF Community Edition of the Software is only licensed and not sold to the End User under this Agreement.
The End User must carefully read, understand and accept the terms and conditions set out below prior to downloading, installing, using and / or otherwise accessing the DNIF Community Edition of the Software:
1. Acceptance & Applicability
1.2 The grant of the Community Licence to use the DNIF Community Edition of the Software is governed by this Agreement and the Applicable Laws. The End User confirms that the End User has carefully read and understood the terms of this Agreement. The End User must not download, install, use and / or access the DNIF Community Edition of the Software if the End User does not have the necessary power and authority to execute this Agreement and / or does not unconditionally accept all of the terms of this Agreement.
1.3 To be eligible for a Community Licence, (i) in a personal capacity: the End User must be competent to enter into legally binding contracts in accordance with the Applicable Law; and / or (ii) on behalf of an Entity: the End User must be duly authorized to act on behalf of and by such Entity and have the legal power and authority to bind such Entity by the terms of this Agreement. The End User represents that the End User is eligible to procure the Community Licence in accordance with this Agreement.
1.4 This Agreement is effective and binding on the End User from the date that the End User first downloads the DNIF Community Edition of the Software.
2. Definitions & Interpretations
Capitalized terms set forth in this Agreement and not otherwise defined will have the meaning ascribed to them under this clause:
2.1.1 ‘Applicable Law’ means any common or customary law, constitutional law, any statute, regulation, resolution, rule, ordinance, enactment, judgment, order, ordinance, decree, directive, notification, clarification issued by a government authority, guideline issued by a government authority, policy, statutory requirement or other governmental restriction or any form or decision of or determination by or interpretation of any of the foregoing by any government authority, now or hereafter in effect, in each case as amended, re-enacted or replaced, in the territory of India and the territory in which the End User downloads and installs the DNIF Community Edition of the Software, as may be applicable to NETMONASTERY and the End Users severally.
2.1.2.‘Copyright’means the exclusive right to do or authorize the doing of the following acts:
i. to license the DNIF Community Edition of the Software in any manner;
ii. to reproduce the DNIF Community Edition of the Software in any material form including the storing of it in any medium by electronic means;
iii. to issue copies of the DNIF Community Edition of the Software to the public;
iv. to perform the DNIF Community Edition of the Software in public or communicate it to the public;
v. to make translations and / or adaptations of the DNIF Community Edition of the Software across different operating systems whether native or hybrid, presently in existence or as may in the future be developed; and
vi. to sell or give on commercial rental or offer for sale or for commercial rental any copy of the DNIF Community Edition of the Software.
2.1.3 ‘Community Licence’means a non-exclusive, non-transferrable, non-sub licensable, non-assignable, revocable and limited licence to use the DNIF Community Edition of the Software.
2.1.4 ‘DNIF Community Edition’refers to the freeware / community edition of the Software i.e. DNIF 9.0 available for registration at http://dnif.it/get-community.html provided at no charge.
2.1.5 ‘End User’refers to the individual or Entity accessing, downloading, installing and/ or using the DNIF Community Edition of the Software.
2.1.6 ‘Entity’ means and includes an artificial and / or juridical person, company, firm, association of persons, whether incorporated or not, government and / or local authority, more specifically; a company, corporation, trust, firm, limited liability partnership, or similar legal entity (excluding affiliates or subsidiaries which will be treated as a separate Entity); an agency / sub-department of a department of a government or local authority; and a non-governmental organization or non-profit organization.
2.1.7 ‘Intellectual Property Rights’ means all rights, title and interest, Copyright and any other related intellectual property rights in all editions of the Software, patents, utility models, rights to inventions, prototypes or products, Proprietary Marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for infringement, passing off or unfair competition, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other allied intellectual property rights in all editions of the Software, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2.1.8 ‘Proprietary Marks’ means and refers to NETMONASTERY’s trade names, service marks, trade marks and logos, including but not limited to the term ‘DNIF’ and such other trade names, service marks and trade marks as may be adopted by NETMONASTERY including, any characters, symbols, letters or indicia of the trade name, service marks or trademarks.
2.1.9 ‘Software’ means and refers to the computer programme known as ‘DNIF’ including any ancillary updates, revisions, enhancements and patches; and comprising of proprietary and non - proprietary elements inter alia instructions expressed in words, codes, schemes or in any other form; machine readable medium; and source code and object code, capable of causing a computer or series of computers to perform a particular task or achieve a particular result developed by NETMONASTERY.
3. Grant of Community Licence
3.1 NETMONASTERY grants the End User the Community Licence to use the DNIF Community Edition of the Software.
3.2 The rights granted under this Agreement are limited to NETMONASTERY’s own Intellectual Property rights. The DNIF Community Edition of the Software may contain some open source software and / or other third party components, which NETMONASTERY is lawfully licensed to use. In each case, the DNIF Community Edition of the Software will contain the licence agreements and / or intellectual property notices in relation to the open source software and / or other third party components. The End User must read, accept and comply with the terms contained in each such licence agreement and / or intellectual property notices prior to using the DNIF Community Edition of the Software.
4. Conditions of the Community Licence
4.1 The End User may download, install, use and otherwise access the DNIF Community Edition of the Software for its internal deployment only, which may include commercial and non-commercial uses.
4.2 The End User may permit its consultants, agents and / or employees to access and use the DNIF Community Edition of the Software solely for the End User’s benefit and in accordance with the terms of this Agreement. Any such access or use will be subject to the same conditions that apply to the End User under this Agreement, and the End User will be jointly and severally liable for any actions and / or omissions of the consultants, agents and / or employees in relation to the use of the DNIF Community Edition of the Software.
4.3 The End User must not rent, lease, sell, transfer, assign, sub-license, distribute, disclose or otherwise create any third party rights in the DNIF Community Edition of the Software in any form or make the DNIF Community Edition of the Software available or accessible to third parties in any manner other than from the DNIF Website.
4.4 Except as and only to the extent expressly permitted in this Agreement, or by Applicable Law, the End User must not copy, decompile, reverse engineer, disassemble, translate, adapt, modify, publish, reproduce or create derivative works of the DNIF Community Edition of the Software or any part thereof in any form, format or media. The End User must not determine or attempt to determine or derive any source code, algorithms, methods, data structures or techniques embodied in the DNIF Community Edition of the Software.
4.5 The End User must not remove, bypass or circumvent any electronic or other forms of protection measure included in or with the DNIF Community Edition of the Software.
4.6 The End User must not alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on the DNIF Community Edition of the Software.
4.7 The End User must not alter, obscure or remove any of the NETMONASTERY’s Proprietary Marks attached to the DNIF Community Edition of the Software for any purpose whatsoever, including without limitation, to resell the DNIF Community Edition of the Software.
4.8 The End User must not use the DNIF Community Edition of the Software for any unlawful or immoral purpose including without limitation, circumvention of law, illegal activity or the commission of offences.
4.9 The End User must comply with all Applicable Laws, including local laws of the country or region in which the End User downloads, installs and uses the DNIF Community Edition of the Software. If the Applicable Law in the country in which the End User downloads, installs and / or uses the Software does not permit or restricts the use of the DNIF Community Edition of the Software or transfer of the End User’s Information to NETMONASTERY, the End User will not download, install, use or otherwise access the DNIF Community Edition of the Software.
5. No Support
NETMONASTERY does not provide any technical, maintenance or other support with respect to the use of the DNIF Community Edition of the Software.
6. Intellectual Property
6.1 NETMONASTERY owns the Copyright in all editions of the Software. The Intellectual Property Rights worldwide will remain with NETMONASTERY. No title to the Intellectual Property in the DNIF Community Edition of the Software is transferred to the End User and the End user will not acquire any rights to the DNIF Community Edition of the Software, whether by implication, operation of law or otherwise, except in accordance with the Community Licence granted under this Agreement. Notwithstanding anything to the contrary, the End User acknowledges and agrees that the Software is only being licensed and not sold to the End User under this Agreement.
6.2 DNIF Community Edition of the Software is the property of NETMONASTERY and contains valuable assets and proprietary information of NETMONASTERY. The End User must not undertake any activity that infringes NETMONASTERY’s Intellectual Property Rights.
6.3 NETMONASTERY’s Proprietary Marks are registered or registration has been applied for in various jurisdictions and the same is protected under applicable trademark and other intellectual property laws. Any unauthorized copying, modification, use or publication of these marks is strictly prohibited and will be subject to appropriate legal proceedings.
6.4 NETMONASTERY does not claim any rights in the open source software and / or other third party software or components comprising the DNIF Community Edition of the Software.
6.5 NETMONASTERY reserves the right to update, upgrade, modify and / or alter the DNIF Community Edition of the Software in any manner it may deem fit at any time. Any update or alteration of the DNIF Community Edition of the Software may require the End User to reinstall the DNIF Community Edition of the Software either completely or to the extent required for integration of the update.
7. Data Privacy & Confidentiality
7.1 The End User is put to notice that during the registration process with NETMONASTERY, NETMONASTERY will collect and retain limited personally identifiable data/ information of the End User, including without limitation, the name, Entity details and contact details (‘End User Information’). The ownership of the End User Information will at all time remain with the End User. The End User Information will be accessed only by persons required to access the information and will not be shared with third parties without the End User’s consent.
7.3 NETMONASTERY’s commitment to protect End User Information is subject to NETMONASTERY’s requirements under Applicable Law and NETMONASTERY reserves the right to cooperate with governmental authorities, private investigators and / or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, NETMONASTERY may disclose the End User’s identity and contact information, if requested by a government or law enforcement body or under any other legal action. NETMONASTERY will not be liable for damages or consequences resulting from such disclosure.
7.4 The End User will solely be responsible for maintaining secrecy of its login credentials used to download and access the DNIF Community Edition of the Software.
8. Monitoring & Audit Rights
8.1 NETMONASTERY may monitor, collect, process and use, diagnostic, usage, technical and related information about the End User’s use of the DNIF Community Edition of the Software, which may include internet protocol addresses, hardware identification, operating system, application software, usage information, third party software installed on the End User’s systems.
8.2 NETMONASTERY does not collect either indexed data logs or the resultant data analysis of the End Users. This information is stored on the End User’s hardware and systems.
8.3 The End User agrees and understands that NETMONASTERY has the right to audit and monitor the End User’s use of the DNIF Community Edition of the Software and the End User must provide NETMONASTERY with all necessary information and access as requested by NETMONASTERY.
9. Representations and Warranties
9.1 The End User represents that the End User has the legal power and authority to enter this Agreement. The End Users further represents that the End User has neither falsely identified itself nor provided any false information to gain access to the DNIF Community Edition of the Software.
9.2 The End User warrants that the End User will use the DNIF Community Edition of the Software in accordance with the terms and conditions set out in this Agreement.
10. Disclaimer of Warranties
10.1 Except as expressly set forth in this Agreement, the DNIF Community Edition of the Software, is provided “as is” with no warranties whatsoever, express or implied. The accuracy of the analysis of indexed data is subject to the End User’s best use of the DNIF Community Edition of the Software. To the full extent permitted by law, NETMONASTERY disclaims all warranties other than as expressly set forth herein including any implied warranties of merchantability or fitness for particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of the course of dealing or trade usage. Without limitation of the generality of the foregoing, NETMONASTERY does not warrant that the functioning and / or the use of the DNIF Community Edition of the Software will be uninterrupted, error free, bug free or secure, or that all defects will be corrected.
10.2 NETMONASTERY is not obligated to provide any updates, maintenance, warranty, technical or other support, or other services in relation to the DNIF Community Edition of the Software.
11. Limitation of Liability
To the full extent permitted by Applicable Law and notwithstanding any failure of essential purpose of any limited remedy or limitation of liability, NETMONASTERY and its affiliates, subsidiaries, officers, directors, employees will not be liable for any special, indirect, incidental, consequential or punitive damages (including any damages arising from loss of use, loss of data, lost profits or business interruption) arising out of or relating to this Agreement or the subject matter hereof, regardless of whether such liability arises from contract, indemnification, warranty, tort (including negligence), strict liability or otherwise, and regardless of whether NETMONASTERY has been advised of the possibility of such loss or damage. In addition, the End User, and not NETMONASTERY, is solely responsible for the accuracy, quality and security of the End User’s data and for maintaining a backup of all such data, and for ensuring the security and integrity of the End User’s data, computers, networks and systems (including with respect to protecting against malware).
12.1 NETMONASTERY has no obligation to indemnify the End User.
12.2 The End User agrees to indemnify, defend and hold harmless NETMONASTERY against any claim, demand, suit or proceeding brought against NETMONASTERY by a third party arising out of or relating to any breach of the terms and conditions contained in this Agreement, and the End User will pay all damages finally awarded against NETMONASTERY by a court of competent jurisdiction.
13.1 This Agreement and the Community Licence granted under this Agreement will terminate, automatically and without notice, if the End User fails to comply with any term(s) of this Agreement and / or initiate directly or indirectly, or take a direct financial interest in, any assertion of a patent or copyright: (i) against NETMONASTERY, (ii) against any party if the assertion of a patent or copyright arises in whole or in part from NETMONASTERY’s Software, or (iii) against any party relating to the Software. Notwithstanding the foregoing, if NETMONASTERY files a claim or suit alleging infringement of Intellectual Property against the End User, this Agreement will automatically terminate. Upon the termination of the Community Licence, the End User must cease all use of the DNIF Community Edition of the Software and destroy all copies, full or partial, of the DNIF Community Edition of the Software.
13.2 All provisions of this Agreement which by their nature survive termination will survive termination, including without limitation intellectual property rights, representations and warranties, disclaimer of warranties, indemnity and limitations of liability. Termination of this Agreement will not relieve the End User of any obligations arising or accruing prior to such termination or limit any liability which the End User otherwise may have towards NETMONASTERY, including without limitation any indemnification obligations.
14. Governing Law & Dispute Resolution
14.1 The terms of this Agreement and the Community Licence will be governed by the substantive laws of India, without giving effect to the conflicts of law principles of any jurisdiction. For the End Users, other than those located in India, this Community Licence will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
14.2 Any dispute arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration. The seat and venue of the arbitration will be Mumbai, India. The Tribunal will consist of one arbitrator, appointed by the parties mutually. The language of the arbitration will be English. The law governing this arbitration agreement will be the Arbitration and Conciliation Act, 1996 (as amended and re-enacted at the relevant time).
15. Relationship between the Parties
No agency, partnership or joint venture is created as a result of this Agreement and the End User does not have any authority of any kind to bind NETMONASTERY in any respect whatsoever.
The End User may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. NETMONASTERY may assign this Agreement in whole or in part without any reference to the End User.
The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions.
If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
19. Force Majeure
NETMONASTERY will not be responsible for any failure or delay in its performance under this Agreement, for reasons beyond its reasonable control, including, but not limited to, penetration events such as hacking, malware, etc., internet outage, server breakdowns, server downtime, system incompatibility, strikes, labor disputes, lockouts, war, acts of terror, riot, acts of God or governmental action and / or restrictions.
No amendment to or modification of this Agreement will be binding unless in writing and signed by NETMONASTERY.
All notices required or permitted under this Agreement will be in writing and delivered by email and in each instance, will be deemed to be served immediately if no delivery failure report is received by the sender. All communications to NETMONASTERY will be addressed to [email protected] All communications to the End User will be addressed to the email address provided by the End User at the time of registration with NETMONASTERY.
22. Entire Agreement
This Agreement constitutes the entire agreement between NETMONASTERY and the End User with respect to the use of the DNIF Community Edition of the Software licensed under this Agreement and supersedes all prior or contemporaneous understandings regarding such subject matter.
Published by NETMONASTERY Network Security Private Limited on 11.03.2021.