THIS QRYPTAL SOLUTIONS LICENSE AGREEMENT (THE “AGREEMENT”) APPLIES TO THE USE OF ANY SOFTWARE PROVIDED DIRECTLY OR INDIRECTLY BY QRYPTAL PTE LTD. (“QRYPTAL”), A SINGAPORE REGISTERED COMPANY WITH A PLACE OF BUSINESS AT 05 CECIL ST, #!5-02, SINGAPORE 069534. BY EITHER FOLLOWING THE ONLINE ACCEPTANCE PROCESS PROVIDED BY QRYPTAL OR INSTALLING, ACCESSING, OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN QRYPTAL AND EITHER YOU PERSONALLY, IF YOU ARE USING THE SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY WHICH YOU REPRESENT (“CUSTOMER”).
“Qryptal Solution” means the object code versions of the Qryptal software identified on an Order and includes related Server Software, Client Software, Updates, and Documentation, but does not include Open Source Software which is provided pursuant to Section 4.5.
“Affiliate” means with respect to any entity, any other entity which directly or indirectly
“Client Software” means the object code versions of the desktop client software or mobile apps for the licensed Qryptal Solution.
“Designated User” means the number of users for whom Customer has purchased Designated User licenses as set forth on the applicable Order, plus any additional True-Up Users added pursuant to Section 6.3 below. Designated Users consist of Customer, if Customer is an individual, or if the license to the Qryptal Solution is obtained for use by an entity, Customer’s and its Affiliates’ employees and independent contractors.
“Documentation” means Qryptal’s standard written materials and specifications for the Qryptal Solution licensed by Customer.
“Effective Date” means (i) for Orders submitted to Qryptal, the date that Qryptal accepts the Order; or (ii) for orders submitted to a Channel Partner on a form other than an Qryptal Order form, the date Qryptal makes the software available to Customer for download or, for software provided on a physical appliance, the date of shipment.
“Hardware” means computer equipment, if any, purchased from Qryptal by Customer.
“Hosted Services” means the remote access and use of a hosted version of the Qryptal Solution as hosted by Qryptal, excluding Web Orders.
“License Term” means the either the use by date or subscription period for use of the Qryptal Solution, as identified on the applicable Order. For subscription licenses: each renewal is a separate License Term. For trial versions, the License Term period shall be for the period of forty-five (45) days unless otherwise indicated by Qryptal.
“Maintenance Support Services” means the support services provided by Qryptal to Customer in accordance with the applicable Maintenance Support Policy as described in Section 5.
Party” means either Customer or Qryptal and “Parties” means both Customer and Qryptal.
“Releas” means Qryptal software for which Qryptal charges a separate fee.
“Server Software” means the object code server software versions of the Qryptal Solution, as identified on the applicable Order.
“Update” means additions, upgrades, or modifications to the Qryptal Solution licensed by Customer and provided by Qryptal under this Agreement. Updates do not include Releases.
(a) Warranty. Qryptal warrants to Customer that: (i) the media on which the Qryptal Solution is furnished under normal use will be free from material defects in materials and workmanship for a period of thirty (30) days from the date it is furnished to Customer; (ii) the Hardware sold to Customer, if any, will be free from defects in materials and workmanship for a period of one (1) year from the date it is furnished to Customer; and (iii) the Qryptal Solution and Open Source Software will operate in substantial conformance with the Documentation for a period of thirty (30) days after the date the original Qryptal Solution identified on the Order is furnished to Customer.
(b) Remedy. Qryptal’s entire liability and Customer’s exclusive remedy under this warranty shall be replacement or repair of the defective media or Qryptal Solution that does not meet Qryptal’s limited warranty. Notwithstanding the foregoing, if Qryptal is unable to repair or replace defective components of the Qryptal Solution within a reasonable period of time (not to exceed thirty (30) days from Qryptal’s receipt of Customer’s notice), Qryptal may, at its sole option, terminate this Agreement, in which case: (i) Qryptal shall (a) refund all license fees received by Qryptal for the Qryptal Solution and (b) the fees received by Qryptal for the unexpired term of Maintenance Support Services, and (ii) Customer shall (a) uninstall and destroy the nonconforming Qryptal Solution and certify in writing that it has done the same. Qryptal is not liable under any warranty or otherwise for defects or liability caused by the use of the Qryptal Solution in any manner or for any purpose other than that for which it was licensed to Customer, or for causes not within Qryptal’s reasonable control. Warranties are void if failures are caused in whole or in part by accident, abuse, misuse, or modifications not authorized in writing by Qryptal.