Your use of BayGPS Device and/or BayGPS Software indicates your acceptance of this license agreement and warranty.
Subject to the terms of this Agreement, BayGPS LLP grants to you a limited, non-exclusive, non-transferable license, without right to sub-license, to use BayGPS Software in accordance with this Agreement and any other written agreement with BayGPS LLP. BayGPS LLP does not transfer the title of BayGPS Software to you; the license granted to you is not a sale. This agreement is a binding legal agreement between BayGPS LLP and the purchasers or users of BayGPS Software.
If you are registering as a business entity, you represent that you are duly authorized by the business entity to accept this Agreement and you have the authority to bind that business entity to this Agreement.
If you do not agree to be bound by this agreement, remove BayGPS Device from your vehicle and BayGPS Application from your device.
BayGPS Solutions and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part. BayGPS Device provided to you shall not be shared, distributed, re-sold, offered for re-sale or transferred.
3.1 Use : Your license to use BayGPS Software is limited to the number of licenses purchased by you. You shall not allow others to use, copy or evaluate copies of BayGPS Software.
3.2 Use Restrictions : You shall use BayGPS Device and BayGPS Software in compliance with all applicable laws and not for any unlawful purpose.
3.3 Copyright Restriction : BayGPS Device and BayGPS Software contains copyrighted material, trade secrets and other proprietary materials belonging to BayGPS LLP. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile BayGPS Device or BayGPS Software. Nor can you create any derivative works or other works that are based upon or derived from BayGPS Device or BayGPS Software in whole or in part. BayGPS LLP and its Affiliates retain sole and exclusive ownership of all right, title and interest in and to BayGPS Device and BayGPS Software and all Intellectual Property rights relating thereto. Copyright law and international copyright treaty provisions protect all parts of BayGPS , products and services. No program, code, part, image, audio sample, or text may be copied or used in any way by the user except as intended within the bounds of the single user program. All rights not expressly granted hereunder are reserved for BayGPS LLP.
3.4 Limitation of Responsibility : You will indemnify, hold harmless, and defend BayGPS LLP, its employees, directors, agents and distributors against any and all claims, liabilities, proceedings, demand and costs resulting from or in any way connected with your use of BayGPS Device or BayGPS Software. In no event (including, without limitation, in the event of negligence) will BayGPS LLP, its employees, agents or distributors be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to this Agreement, BayGPS Device or the use or inability to use BayGPS Device or BayGPS Software or the furnishing, performance or use of any other matters here under whether based upon contract or any other theory including negligence. Your remedy for dissatisfaction with the BayGPS Device and BayGPS Software, is to stop using BayGPS Device and the BayGPS Software.
Notwithstanding any other provision in this contract, the total liability of BayGPS LLP for any claim, loss or damage, whether in contract, tort (including gross negligence), or otherwise, arising out of, connected with, or resulting from the manufacture, sale, license, delivery, repair, replacement or use of any BayGPS Device or BayGPS Software shall not exceed 100% of the price received by BayGPS LLP from you for the specific units of BayGPS Device or BayGPS Software for which the liability arose.
3.5 Warranties : In case BayGPS LLP has agreed to a replacement warranty for the BayGPS Device for a certain warranty period as per any signed and written Contract with you, then the replacement warranty shall be subject to the terms and conditions set forth below: (a) Replacement Warranty shall be applicable in case the BayGPS Device does not materially confirm to the specifications of BayGPS Device (as per the specifications prevailing at the time of sale of BayGPS Device to you), during the Warranty Period. (b) BayGPS LLP shall not be liable for defects caused by normal wear and tear, willful damage, negligence, improper usage, failure to follow the BayGPS use instructions, incorrect usage without our approval, modification or repair; (c) BayGPS LLP shall not be liable for certain limitations in the functionality of BayGPS Device in case the BayGPS Device is plugged into a Car Make and Model that is incompatible with the BayGPS Device. (d) BayGPS LLP shall not be liable for defects in the BayGPS Device resulting from modifications or changes in specifications if the aforementioned modifications or changes were requested by you; (e) The warranty does not extend to parts, accessories, materials or equipment that was not provided by BayGPS LLP. (f) Shipping or courier charges for replacing the BayGPS Device: On one way each party shall pay for the shipping or courier charges. (g) BayGPS will review the damaged device received from customer and provide the replacement within 10 working days from the date of receipt of the said device.
Even though we make our best efforts to ensure that the Data shown on the BayGPS software is accurate and relevant, we do not guarantee the accuracy, correctness and/or relevancy of the Data.
Except as expressly stated in writing, BayGPS LLP makes no representation or warranties in respect of BayGPS Device and BayGPS Software and expressly excludes all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose.
3.6 Governing Law : This Agreement shall be subject to and be governed by the laws of India. Any and all disputes or differences between the Parties hereto arising out of or in connection with this Agreement or BayGPS shall be submitted to final and binding arbitration at the request of either of the Parties upon written notice to that effect to the other. Such arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 and shall be held in Bangalore, India. All proceedings of such arbitration shall be in the English language. The arbitration panel shall consist of the sole arbitrator appointed by the Company. Nothing herein shall preclude either Party from seeking interim or permanent equitable or injunctive relief, or both, from the courts in Bangalore, India. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy for monetary damages through the arbitration described in this Section. Subject to the preceding Para, the courts at Kolkata, India shall have exclusive jurisdiction in all disputes and differences between the Parties. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this License and not affect the validity and enforceability of any other provisions.
3.7 Termination : Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this license. Upon termination of this license granted herein for any reason, you agree to immediately cease use of BayGPS Device and BayGPS Software and destroy all copies of BayGPS Software supplied under this Agreement.
BAYGPS DEVICE AND BAYGPS SOFTWARE ARE SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. THIS DISCLAIMER CONCERNS ALL FILES AND DATA GENERATED AND EDITED BY BayGPS DEVICE AND BayGPS SOFTWARE AS WELL.
We may at any time modify the terms of this Agreement without any prior notification to you. In the event of any such modification of the Agreement, the link to the latest version of the Agreement shall be available in the BayGPS Software and shall become effective from the time of posting. You must regularly review this Agreement and in the event the modified or amended terms and conditions of the Agreement are not acceptable to you, you should discontinue use of BayGPS Device and BayGPS Software. Your continued use of the BayGPS Device and BayGPS Software will constitute your acceptance of the latest revised Agreement.
Additionally, BayGPS LLP reserves the right to withdraw, without prior notice to you, access to the BayGPS Software thereof and to change, modify, revise the BayGPS Software at any time. BayGPS LLP retains the right to revise and modify the pricing policy at any time without any prior notice to you.