Website Terms and Conditions of Use

Last Updated: 14th March, 2021

This copy of the WorkClock software product (the “Software Product”) and any accompanying documentation is licensed and not sold.  This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property.  As between you and Encapz Technologies Private Limited. (“ENCAPZ”), ENCAPZ shall exclusively own all rights, including all intellectual property rights and other rights, in and to the Software Product and to all of its modifications, derivative works, enhancements, updates, and improvements thereof.  The Licensee’s (“you” or “your”) license to download, copy, install, and use the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”).

Acceptance

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE “ACCEPT” OPTION AND DOWNLOADING THE SOFTWARE PRODUCT OR BY INSTALLING, COPYING, OR USING THE SOFTWARE PRODUCT.  YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO INSTALL, DOWNLOAD OR USE THE SOFTWARE PRODUCT.  IF YOU DO NOT AGREE TO ANY OR ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT “DECLINE” AND/OR YOU MUST NOT DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE PRODUCT.

License Grant

This Agreement grants you a limited, non-exclusive, non-transferable, and revocable license during the term of this Agreement to install and use the Software Product for your internal business purposes and solely for accessing and managing user’s activity data over the Internet.  Only users that have received a valid and active account configured by ENCAPZ may use this Software Product.  For further information, please contact:

         Representative:      Encapz Technologies Private Limited

         Address:              Fl No 405, Prashanth Heights, Prashanth Nagar,

Hyderabad, Telangana, India, 500062

         Phone Number:      +91 9110755170

         E-Mail Address:      support@workclock.in

User Content

You shall not provide any content or information (cumulatively, the “User Content”) to the Software Product or to ENCAPZ that is libellous, disparaging, offensive, illegal, or in violation of the rights of any third-party or applicable law (collectively, “Offensive Information”).  If ENCAPZ suspects the presence of any Offensive Information, ENCAPZ shall have the right, without any liability or notice to you, to immediately suspend or terminate your use of the Software Product and remove the Offensive Information.  You represent and warrant that any User Content provided to the Software Product or ENCAPZ will not contain any viruses, Trojan horses, backdoors, worms, time bombs, cancelbots, or other computer programming defects which are intended to damage a user’s system or data.   ENCAPZ shall have no obligation to return any User Content.  You represent and warrant that you have the right to provide the User Content to ENCAPZ without the need for any additional consents, licenses, permissions, or approvals.  You shall comply with all federal, state and local laws, statutes, regulations, rules, and ordinances of every country (collectively, the “Laws”) in connection with your access or use of the Software Product.

Restrictions on Transfer

Without obtaining the prior written consent of ENCAPZ, you may not assign, transfer, or delegate your rights or obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, assign, or otherwise transfer your rights to the Software Product.  Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon the Licensee and ENCAPZ and their respective successors and permitted assigns.

Restrictions on Use

You may not decompile, “reverse engineer”, disassemble, or otherwise attempt to derive the source code for the Software Product.  You may not use the Software Product for any for any purpose not expressly permitted under this Agreement, including without limitation, application hosting, business process outsourcing, service bureau, or any other similar or related services to any individual or entity.  You shall not remove any proprietary rights notices or attempt to circumvent or compromise the security features of the Software Product, introduce any viruses or worms, or export the Software Product in violation of any export law or regulation.  You shall be responsible for the compliance of the terms and conditions of this Agreement and for the acts and omissions of any person who gains access to or uses the Software Product through you.

Restriction on Alteration

You may not modify the Software Product or create any derivative work of or improvement or enhancement to the Software Product or its accompanying documentation.  Derivative works include, but are not limited to, translations.  You may not alter any files or libraries in any portion of the Software Product.

Restrictions on Copying

You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium.

Third-Party Materials

Your rights under this Agreement shall be further subject to the terms and conditions of the owner or licensor of any third-party material that is embedded or incorporated in the Software Product or that is otherwise made available to you.  By installing or using this Product, you agree to abide by any such additional terms and conditions that are made available by ENCAPZ to you from time to time. 

Verification

To ensure compliance with the terms and conditions of this Agreement, ENCAPZ and/or its designated representatives reserve the right to audit your use of the Software Product and related documentation from time to time.

Indemnity

You shall indemnify, defend, and hold harmless ENCAPZ and its affiliates and licensors (and each of their respective shareholders, officers, directors, employees, and agents) from and against any and all claims, losses, damages, and expenses resulting from (i) any designs, specifications, instructions, or other materials provided by you to ENCAPZ or the Software Product; (ii) modification of the Software Product by you or your agents; (iii) use of the Software Product other than as specified by ENCAPZ; (iv) any act of an unauthorized user or any third -party that infringes upon the intellectual property or other proprietary rights of ENCAPZ or any third-party; (v) use or combination of the Software Product with any material or content not provided ENCAPZ or its licensors; (vi) any information provided by you, including without limitation, the User Content; and/or (vii) your breach of any term or condition of this Agreement.

Disclaimer of Warranties and Limitations of Liability

ENCAPZ MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.

ENCAPZ MAKES NO WARRANTY THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS OR OPERATE UNDER YOUR SPECIFIC CONDITIONS OF USE.  ENCAPZ MAKES NO WARRANTY THAT OPERATION OF THE SOFTWARE PRODUCT WILL BE ERROR FREE OR FREE FROM INTERRUPTION.  YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS OPERATION AND UNINTERRUPTABILITY.  YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS.  ENCAPZ WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

ENCAPZ CANNOT AND DOES NOT REPRESENT OR WARRANT THAT IT HAS ALL REQUISITE RIGHTS NECESSARY TO USE OR LICENSE ANY THIRD-PARTY MATERIALS THAT ARE EMBEDDED OR INCORPORATED IN THE SOFTWARE PRODUCT OR THAT ARE OTHERWISE PROVIDED TO YOU PURSUANT TO THIS AGREEMENT.  ENCAPZ MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY THIRD-PARTY MATERIALS.

UNDER NO CIRCUMSTANCES SHALL ENCAPZ, ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND/OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF ENCAPZ OR ANY OTHER PARTY, EVEN IF ENCAPZ IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. 

Limitation of Remedies and Damages

As your sole remedy, and ENCAPZ’s exclusive liability, for a breach by ENCAPZ of this Agreement or of any warranty included in this Agreement, ENCAPZ shall take commercially reasonable efforts to correct or replace the Software Product, so long as you are in full compliance with the terms and conditions of this Agreement and have paid all applicable license, maintenance, and other applicable fees for the Software Product.  Selection of whether to correct or replace shall be solely at the discretion of ENCAPZ.  ENCAPZ reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement.

All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, problems with the hosting computer or its environment, improper installation, use of the Software Product along with materials prohibited or not provided by ENCAPZ, third-party materials, or damage determined by ENCAPZ to be caused by you.  All limited warranties on the Software Product are granted only to you and are non-transferable.  You agree to indemnify and hold ENCAPZ harmless from all claims, judgments, liabilities, expenses, and costs arising from your breach of this Agreement, your use of the Software Product, and/or for your acts or omissions.

Confidentiality

The Software Product and all other materials and information received by you pursuant to this Agreement shall be ENCAPZ’s confidential information (“Confidential Information”).  You agree to keep the Confidential Information strictly confidential, not to disclose or permit the Confidential Information to be disclosed to any third-party, and not to use the Confidential Information for any purpose other than for your permitted use of the Software Product.  If you are compelled by a court or other body of competent jurisdiction to disclose the Confidential Information, you shall promptly inform ENCAPZ by written notice and shall provide reasonable assistance to ENCAPZ in obtaining and enforcing a protective order or other appropriate means of safeguarding the Confidential Information required to be disclosed.  You may then disclose only so much of the Confidential Information as is legally required to be disclosed.

Term; Termination

Unless otherwise specified by ENCAPZ in writing, this Agreement shall commence on the date you accept the terms hereof or use the Software Product, whichever occurs earlier, and continue until this Agreement is terminated by ENCAPZ.  ENCAPZ may, without incurring any liability, terminate this Agreement at any time for any reason or without any reason. 

Governing Law

This Agreement is governed by the laws of India, without regard to its conflict or choice of law provisions.  The parties exclude in its entirety the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.

Miscellaneous

In the event of a breach or threatened breach by you of this Agreement, in addition to and not in limitation of any other rights, remedies or damages available to ENCAPZ under this Agreement, at law, or in equity, ENCAPZ will be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach without the necessity of posting a bond.  ENCAPZ shall not be liable to you or deemed in breach of this Agreement for its failure or delay in performing any of its obligations hereunder during any period in which such performance is rendered impracticable or impossible due to circumstances beyond ENCAPZ’s reasonable control, including, but not limited to, acts of God, fire, explosion, flood, drought, riot, sabotage, terrorism, war, invasion, embargo, strikes or other labour trouble, failure in whole or in part of suppliers to deliver materials, equipment or machinery, interruption of or delay in transportation or telecommunications or compliance with any order or regulation of any government entity acting with colour of right.  ENCAPZ reserves the right to amend or modify the terms and conditions of this Agreement at any time by providing you with notice.  Such amendment or modification shall be binding on you on the date of such notice; provided, however, that if you do not agree to such amendments or modifications, you may, as your exclusive remedy, terminate this Agreement and stop using the Software Product.  The terms and conditions of this Agreement are the complete agreement of the parties with respect to the subject matter hereof and supersede all prior discussions, negotiations and agreements and any earlier proposals, whether verbal or written.  The relationship of the parties hereto shall be that of independent contractors, and nothing herein shall be construed to create any partnership, joint venture, or similar relationship, or subject the parties to any implied duties or obligations respecting the conduct of their affairs which are not expressly stated herein.  If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.  To the extent any express or implied restrictions are not permitted by applicable law, such express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable law.