END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT
Introduction
This End User License Agreement (the "EULA") is entered into by and between Double Click Consulting Ltd, a company incorporated pursuant to the laws of the Untied Republic of Tanzania (hereinafter referred to as “Double Click”, and also “us”, “we”, “our”, “ours” and “ourselves”) and, you, an end user of our platform (hereby referred to as and also as “end user“, “you”, “your”, “yours” or “yourself”).
By clicking the "I Accept" button or otherwise accepting this EULA through a clickable action or similar action, or by installing, using or otherwise executing our software, you hereby acknowledge, agree and accept the terms and conditions of this EULA. This EULA shall be regarded to have commenced effectively on the date and time of clicking the "I Accept" button.
This EULA constitutes a legally binding agreement between Double Click and, you, a user / consumer of our products and services. If you are accepting this EULA on behalf of another person or entity, you hereby represent and warrant that you have complete authority to bind that person or entity. If you do not agree to the terms and conditions set forth herein, your sole remedy shall be to stop using our software immediately.
Definitions
“Affiliates” means any person, corporation, partnership or entity that, directly or indirectly, through one or more intermediaries, controls a party under this EULA, that is, the ownership of 50% or more of the equity, shares, memberships or interest with controlling rights into such party.
“Confidential Information” means any information, including without limitation, any business, marketing, technical, scientific or other information disclosed by either party and relating to such party’s operations, products, designs, development, users, business, finances, research, know-how or trade secrets, and which is either designated as confidential or which ought reasonably to be treated as confidential information of the party disclosing it. Confidential Information shall include, without limitation, any financial, operational, managerial, technical, marketing and commercial information relating to current or planned software products of the disclosing party. Confidential Information includes not only written information but also information in the cloud, in digital form, in portable drives, orally, visually, electronically, or by other means and any copies thereof.
“Platform” means the business resource planning solution provided and operated by Double Click, designed to be executed as an add-on within the Enterprise Resource Planning (ERP) software, SAP Business One. Our Platform is offered as a license granted by us to the user, which may operate the Platform via its own resources, and we also offer the option of executing certain functions of the Platform via software as a service using the resources of Double Click; as indicated in the applicable purchase order or specific contractual document with end user.
The Platform includes any and all third party and proprietary computer programs and components thereunto. The Platform will also include any and all updates, patches, fixes, updates, bug fixes or modified versions thereto, and all electronic or on-line materials and documentation. The functionalities of the Platform include, but are not limited to:
DCC ICD / CFS / Warehouse
DCC Payroll Solution
DCC Whatsapp Integration
DCC BI Analytics
DCC Portal
DCC Mobile Money Integration + Bank Integration (DCC Pesa-Linq)
User and Double Click Licenses
Double Click License. Subject to the terms and conditions set forth herein, Double Click grants to end user, and end user accepts, a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable and during the term of this EULA, right and license for access to the Platform, for use and exploitation for its legitimate business purposes, under the terms and conditions herein. This is yearly subscription-based license and shall remain to be so until Double Click, at its sole discretion, decides to change it into other type of licensing with or without any notice to the end user.
Feedback License. End user hereby grants to Double Click and its Affiliates, an unlimited, non-exclusive, assignable, transferable, sublicensable, irrevocable, royalty free, perpetual and for all the countries and territories in the world, right and license to use, exploit and otherwise incorporate into the Platform, any feedback, suggestion, enhancement, request, recommendation, correction or comment provided by end user to Double Click regarding the Platform and/or Double Click’s services.
License Terms & Conditions
Subject to the terms of this EULA, Double Click will provide the Platform to you, and such provision will include but will not limited to, the customization, hosting, operation, infrastructure, management, maintenance, debug, test, update and remote delivery of the Platform.
License terms for the Platform will be fully into force and effect once you have first access to it. Once payment is accepted, we will commence the implementation process for your user instance for the Platform.
Double Click shall prepare, configure, test, deliver, maintain provide to end user a customized version of the Platform in accordance with the deliverables, milestones, specifications and dates set forth in the in the applicable “Statement of Work” or “SOW” or analogous document executed by the parties, incorporated herein by reference. The work methodology shall be mutually agreed by the parties (e.g. Agile, Scrum). The Platform is provided in various configurations as per the specifications mutually agreed with our customers (e.g. on-site, off-site cloud, SaaS).
The Platform shall be provided under the support levels set forth in the applicable “Service Level Agreement” or “SLA” document executed by the parties, incorporated herein by reference.
Payment, renewal terms and with other terms and conditions for the Platform shall be indicated in the applicable order form, user account statement or other document produced by Double Click via its websites, the Platform, by email or other method, incorporated herein by reference. The parties hereto may execute further documents for the payment of additional products and services. The parties hereto may execute further documents which may amend, supersede and/or update prior documents (e.g. for quarterly, yearly or biannual payments).
General Terms & Conditions
Access. In order for certain features of the Platform to operate properly, you may be required to have and maintain: (i) a permanent, adequate Internet connection; (ii) a valid and active account with Double Click; (iii) a valid and active account and instance of the ERP SAP Business One; (iv) a valid activation key or serial provided by us after due purchase as indicated in the applicable purchase order with us; (v) a valid and active payment processing platform account; and/or (vi) the necessary infrastructure required to operate, maintain, execute, implement and update cloud-based platforms, Software as a Service, Platform as a Service, and/or Infrastructure as a Service, required to exploit both the Platform and the ERP SAP Business One. If you do not have the necessary and continuous, fully operational infrastructure, processing power, servers, network, on-site cooling and power, power backup, Internet connection (e.g. Wi-Fi or wireless data plan) and other technical requirements indicated by us, SAP or other platform provider from time to time, then the Platform or certain features of the Platform may not operate at all or may cease to operate properly, either in whole or in part, at any time, and Double Click will not be held liable for that.
Additional Terms and Conditions. The provision of the Platform may be subject to additional terms and conditions, such as the ones of SAP Business One, including but not limited to, their own end user license agreements, their service level agreements and their privacy policies, along with their own rules, guidelines and manuals. For the avoidance of doubt, the own terms of use, privacy policies and the EULA of Double Click will not apply to any third-party SaaS or other service or platform provision.
End User Compliance. All licenses granted to you in this EULA are conditional on your continued compliance thereof, and will immediately terminate if you do not comply with any term or condition set forth herein. You represent and warrant that you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our Affiliates, clients, agents, officers, licensors, distributors and/or any authorized representative, any intellectual property infringement claim regarding the Platform.
Customer Data. You hereby acknowledge that, during the term of this EULA, you and your organization will conform to the rules, privacy laws and regulations that might be enacted and/or enforceable in your jurisdiction, respecting to the collection, storage, use and disclosure of personal information and other sensitive data. You represent and warrant to Double Click that you have all rights, authorizations or otherwise hold sufficient title for any and all data to which you may implement our Platform, and that your treatment of such data does not violate any applicable laws or rights of any third party.
You shall be solely responsible for handling and resolving any and all disputes regarding ownership, access and deletion of data possessed by you, including those involving any current or former agents, partners, employees or contractors of yours. You acknowledge and agree that Double Click has no obligation whatsoever to resolve or intervene in such disputes and you will defend and hold harmless Double Click in case Double Click is affected by one.
Data Privacy. Double Click may collect and use information (other than personal information) about your usage of the Platform and use such information for: (i) its legitimate business purposes, provided that such information will not personally identify you or any end-user; (ii) keep a database of users of the Platform and slice and dice data obtained therefrom; and (iii) create and display browsing and consumption preferences profiles of you and other users, charts, aggregated statistics and databases and other data.
End User Support. Double Click shall be responsible for addressing your claims relating to the Platform or use thereof, including but not limited to: (i) any product liability claim; (ii) any claim that the Platform fails to conform to any applicable law; and (iii) any claim arising under consumer protection or similar legislation.
Yearly maintenance is optional but highly recommended for end user support. Double Click’s ability to address any Platform’s related software malfunction, for end users who received SAP Business One support from a third party, is subject and dependent on said support from a third party. Double Click shall not be liable for any delay or failure in addressing any Platform’s software malfunction that emanates from third party’s delay or failure in providing SAP Business One support to the end user.
Double Click’s yearly maintenance fee can be paid from Jan to Dec of every calendar year. If end user purchases a license to use in June, then from July to - December for that year end user will pay pro-rated fee maintenance and then from January to - December next year end user will pay general yearly maintenance.
Prohibited Activities. You acknowledge and agree that you are responsible for your user generated content and use of the Platform’s functionalities. If you become aware of any violation of your obligations under this EULA Agreement by third party, you will immediately terminate such activities and inform Double Click.
Your license for the Platform may be used for your internal commercial uses, provided, however, that any such commercial use is part of your main business activities and not the main scope thereof (e.g. you use Platform as the sole selling point). You are prohibited from re-engineering, reverse engineering, modifying or otherwise using the Platform and our products and services, in whole or in part.
Your hereby agree not to: (i) commercially distribute or resell the Platform; (ii) distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the Platform, any passwords or usernames or any copies of the Platform without the express prior written consent of Double Click; (iii) make a copy of the Platform or any part thereof; (iv) make a copy of the Platform publicly available on the Internet (or any other public or private communication network) for use or download by one or multiple users; (v) except as otherwise specifically provided by this EULA, use or install the Platform (or permit others to do same); (vi) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Platform, or falsify or delete any author attributions, legal notices or other labels of the origin or source of the Platform; (vii) misrepresent the source of ownership of the Platform; (viii) export or re-export (directly or indirectly) the Platform into any country forbidden to receive the Platform by any export laws or regulations, or where the Platform is otherwise in violation of such country’s laws and/or regulations, which may be amended from time to time; (ix) engage in any fraudulent, misleading, illegal or unethical marketing activities related to the Platform or that otherwise may be detrimental to Double Click, (x) make any representations, warranties or guarantees to prospective clients, customers, end-users or any other third party regarding the Platform that are incompatible with or in addition to those set forth herein; and (xi) use the Platform other than for your own legitimate internal business purposes.
Except as otherwise expressly permitted either by this EULA or by Double Click in writing, you shall not, nor allow any other person to copy, reverse engineer, decompile, disassemble or create derivatives of the Platform. In addition, you shall not, nor allow any other person to, or attempt to export the source code of the Platform, or decode or modify the Platform or any part of the Platform or the services that it provides. Any study, review or audit in connection to the Platform by you or a person acting on your behalf or authorization shall only be done upon obtain a written consent from Double Click.
Your hereby agree that Double Click reserve the right to uninstall /terminate the Platform and or forfeit the license subject of this EULA with or without any refund upon Double Click becoming aware of any of violations stipulated in paragraph J and K above.
Updates & Upgrades to the Platform. From time to time, we may implement updates, patches, bug fixes or other maintenances to the Platform. This license includes Active Maintenance package which shall run and expire concurrently with your subscription. Your right to receive such versions, updates, upgrades, patches, bug fixes or other maintenances will be subject to your compliance of the terms and conditions set forth in this EULA.
Third Party Services. Occasionally, the Platform may provide content from and/or links to websites of third parties available through the Internet. We are not responsible for the examination or evaluation of such businesses or the content of their websites. You should review their privacy policies statements and other terms of use. We are not responsible in any manner whatsoever for the content or services of any other website, or control or endorse any such third-party website, or are responsible for its availability or contents and your use of thereof is at your own risk. Double Click makes no representation, warranty, condition, or guarantee, and accepts no obligation in relation to any third-party services or any products or services not proprietary to, or otherwise made available by Double Click through the Platform, including without limitation, any open source software, whether used on a standalone basis or in conjunction with the Beacons or any other Double Click product.
Security & Backup. You are responsible for properly configuring and using the Platform and taking your own steps to maintain appropriate security, protection and backup of your data and content. In no event will Double Click be liable for any breach and or loss of data, direct and indirect damages of any kind arising out of or in connection with your failure to maintain appropriate security, protection and back up of your data and content.
Term and Termination
Term. The term of your license under this EULA shall begin on the date and time that you excise any of the actions mentioned in clause 1. B above as signification of your acceptance of the terms and conditions of use of the Platform and shall continue until expiry of one year from the date of you excising any of the actions mentioned in clause 1. B above or terminated in the manner provided for herein. Notwithstanding the foregoing, Double Click may revoke the access to the Platform with or without cause by giving a 45 days’ notice to the End User.
Termination by Double Click. In its sole discretion, Double Click may unilaterally terminate this EULA and or revoke access to the platform without liability if: (i) Double Click believes that the platform is being used by the End User (including its any of its employees, agents and affiliates) in violation of this EULA; (ii) End User fails to make full and timely payment of fees, and/or charges in respect of enjoyed products and or services; (iii) End User disagrees with the revised pricing proposed by Double Click upon updates and updates to the Platform; (iv) End User does not cooperate with Double Click's reasonable investigation of any suspected violation of this EULA; (v) there is an attack on the platform and/or the platform is/was accessed or manipulated by a third party; (vi) Double Click is required to do so by law or a regulatory or governmental body; or (vii) there is another event for which Double Click reasonably believes, in its soles discretion, such action is necessary to protect the platform, Double Click’s products and or services, network and/or other resources. If the violations and or incidents in paragraph B above can reasonably be remedied, Double Click will provide notice of the actions the End User must take to remedy the said violations and or incidents. If End User fails to take such actions within a time specified under the notice, Double Click may terminate this EULA.
Termination by End User. You may terminate this EULA at any time, by permanently deleting/uninstalling/destroying/making inaccessible any and all copies/instances of the Platform for which you have access. Once this EULA is terminated, you shall stop using the Platform and delete all the software and materials associated with the Platform already copied and /or installed on your device or computer immediately.
Intellectual Property Rights
We do not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information; and you shall have no right, either directly or indirectly, to own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve or create any new or derivative works from, or display, distribute, perform or in any way exploit the Platform and our products and services, in whole or in part.
Double Click’s Ownership. End user hereby acknowledges that: (i) it does not acquire any ownership in the intellectual property rights for the Platform and any Double Click’s trademarks, logos, patent, trademarks and copyright (collectively, “Double Click’s IP”), along with any and all intellectual property rights therein, including but not limiting to, trademarks, service marks, copyrights, database rights and computer code, whether pre-existing or developed during the course of this EULA (including but not limited to all logic, programming, documentation, computer source and object code, layouts, templates, plans, notes, and the relevant computer code), and that ownership shall remain vested in Double Click and/or its Affiliates at all times and end user shall have no right to exploit, copy, amend, add to or otherwise alter any part thereof, except pursuant to end user’s License granted pursuant to this EULA; and that (ii) Double Click’s IP and all additions, modifications or improvements thereof coming into existence during the Term and all intellectual property rights derived therefrom are owned or controlled, in their entirety, by Double Click.
Nothing in this EULA shall be interpreted as explicitly or implicitly enabling any assignment or transfer of any other rights to Double Click’s IP to end user, who shall have no right to: (i) copy, modify and create any unauthorized copy or derivative work of, or include in any products, Double Click’s IP or any portion thereof; (ii) reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from Double Click’s IP; (iii) exploit, copy, amend, add to, otherwise alter or sub-license any part thereof except as pursuant to this EULA; (iv) assist, permit, or encourage any other person to, do anything or omit to do anything that might prejudice, impair, jeopardize, violate, dilute, depreciate, or infringe Double Click’s IP, including without limitation, claiming, adopting, using or applying to register, any trademark, trade name, service mark, logo, design, sign, symbol, or internet domain name that is identical with or confusingly similar to the Double Click’s IP in respect of any wares or services whatsoever, except to the extent necessary to perform the Services as set forth herein.
You acknowledge that the Platform developed by Double Click, and all intellectual property rights therein are and will remain the sole property of Double Click, and no rights are granted to end user under this EULA with respect thereof or the intellectual property rights therein. End user will not use the Platform or the intellectual property rights therein, except as permitted by this EULA.
End User’s Ownership. The intellectual property rights to front-end graphical assets, designs and files of your content, including any and all applicable intellectual property rights thereof, existing prior to this EULA or developed by you specifically for use in the Platform and/or the SAP Business One, if any, shall remain end user’s property and Double Click shall have no rights, interests, or claims therefrom.
Double Click acknowledges that end user´s intellectual property rights therein are and will remain the sole property of end user, and no rights are granted to Double Click under this EULA with respect thereof or the intellectual property rights therein. Double Click will not use or exploit end user´s intellectual property rights, except as permitted by this EULA.
All rights not specifically granted under this EULA are hereby reserved by us and our Affiliates and/or licensors. The Platform is protected by applicable intellectual property laws and international legislation throughout the world.
Limited Warranty
During the Term of this EULA, Double Click guarantees to you that the Platform shall perform in material respects according to Double Click’s specifications, as specifically indicated from time to time. Your sole remedy for Double Click’s breach thereof shall be that Double Click shall correct the Platform according to the terms of this limited warranty.
This warranty of functionality shall not apply in the event that the Platform or any part thereof is: (i) modified in any manner by end user or any party other than Double Click or as authorized thereby; (ii) used in conjunction with end user’s or third parties’ products resulting in a defect or non-conformance other than as specified in the applicable documentation executed and approved by Double Click; or (iii) used on an operating environment not approved by Double Click.
Under no circumstances shall Double Click incur any responsibility or liability for breaches of warranty caused by end user’s onsite power, telecommunications, internet-connectivity or performance of cloud services provider or other environmental causes.
Double Click shall have no further warranty or indemnification obligations with respect to any third-party software accompanying our Platform, including but not limited to open source code. Your warranty and indemnification rights, if any, with respect to such third-party components shall be according to such third party’s applicable terms and conditions.
Remedy. In the event of any breach or alleged breach by Double Click, judged as so by a competent jurisdiction, of the representation and warranties set forth in this section, end user’s remedy under this warranty of functionality shall be (without excluding any other remedies available to end user by virtue of this EULA or applicable law) that Double Click either:
(i)procures, at Double Click's expense, the right to use the breaching component of the Platform;
(ii)replaces the breaching component or any part thereof that is in breach and replace it with a component of comparable functionality that does not cause any breach; or
(iii)refunds to the end user a pro-rated service credit for the Platform, as further agreed by the parties, upon delivery of written confirmation from end user to Double Click that end user has ceased to use the Platform’s appertaining component.
Disclaimer of Damages
The Platform or any part or component thereof, Double Click’s IP and any related software or component are provided on an “as is” and “as available” basis, without warranties, representation, condition or guarantee of any kind, whether express, statutory or implied, and Double Click expressly disclaims any and all representations, warranties, conditions, or guarantees of description, quality, fitness for a particular purpose, operation, integration, adequacy, suitability, title, non-infringement, non-interference with use and/or enjoyment, whether express or implied, either by statute, common law, custom, usage of trade, course of dealing or otherwise, however arising.
Other than any warranty provided by Double Click according to this EULA, neither Double Click nor its Affiliates, licensors, employees, officers, contractors or agents warrant that the Platform or any part or aspect thereof, Double Click’s IP and any related software or component shall be error-free, uninterrupted, secure, produce particular results, satisfy or meet end user’s or any end-user’s requirements, nor that they will operate on any hardware and/or software platforms, or will function uninterrupted, error free or that any defects will be corrected or that the information obtained from Double Click shall be reliable or unobjectionable. No advice or information given by Double Click or its employees, Affiliates, agents, officers, contractors, or representatives shall create a warranty.
In no event shall Double Click, its Affiliates, clients, agents, officers, licensors, distributors and/or any authorized representative, be held liable for any special, indirect, incidental or consequential damages, including deleted date, lost data, inaccessible data, losses, costs or expenses of any kind resulting from possession, access, use or malfunction of the Platform, including but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources, lost or corrupt data, re-procurement amount, anticipated savings, wasted expenditure, or other commercial or economic loss; whatsoever arising out of or related to this EULA or the Platform, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not Double Click, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages. For purposes of this Section, Double Click’s affiliates, licensors and distributors are third party beneficiaries to the limitations of liability specified herein and they may enforce this EULA against you.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Double Click, her affiliates, licensors and/or distributors be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) however caused and on any legal or equitable theory of liability, and whether or not for breach of contract, negligence or otherwise, even if Double Click has been advised of the possibility of such damages. These limitations will apply notwithstanding any breach of condition(s) or fundamental term(s) or for a fundamental breach (s). In any case, Double Click’s, her affiliates’, licensors’ and/or distributors’ entire liability under any provision of this Agreement shall be limited only to the amount received by Double Click, her affiliates, licensors and/or distributors from you for the software and services provided pursuant to this Agreement during the relevant subscription period to which the claim arose, notwithstanding the failure of essential purpose of any remedy contained herein.
For End user using the Platform on their own system (including ERP) other than SAP Business One or using a third-party SAP Business One, Double Click shall not be liable for direct, indirect, special, incidental or consequential damages arising from End user’s grant of system’s access to Double Click and Double Click’s provision of support activities and services in End user’s system.
For purposes of this limitation of liability, Double Click’s Affiliates, licensors and distributors are third party beneficiaries to the limitations of liability specified herein and they may enforce this EULA against you.
Indemnification
Indemnification by End User. End user shall indemnify, hold harmless, and defend Double Click, its Affiliates and subsidiary companies, licensees, sub-licensees, distributors and sub-distributors, and the officers, directors and employees of each (jointly, the “Double Click Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such Double Click Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or agreements made by end user herein (to the extent not arising substantially from any breach hereof by Double Click); (ii) any third party claim arising out of or in relation to any Platform or use thereof in combination with the Platform, including without limitation, any claim that any Platform or use thereof violates, infringes, or misappropriates any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person, or violates any applicable law; and (iii) any representation, warranty or guarantee made by the end user with respect to any of the Platform that is inconsistent with or in addition to those made in this EULA.
Indemnification by Double Click. Double Click will indemnify the end user against all claims and proceedings arising from infringement (or alleged infringement) of any intellectual property rights by reason of the end user’s permitted use of the Platform as supplied by Double Click.
As a material condition of this end user indemnity, the end user will: (i) promptly notify Double Click in writing of any allegation of infringement; (ii) make no admission relating to the infringement; and (iii) allow Double Click full control over all negotiations and proceedings and give Double Click all reasonable assistance. The aforementioned remedy shall not apply to breaches caused by: (i) end user’s use of the Platform in conjunction with other software not supplied by Double Click; or (ii) designs or specifications made by end user.
Events outside of Double Click’s Control
Notwithstanding any other provision of this Agreement, non-performance by either party of any of its obligations (other than to pay money) under this Agreement will be excused, without liability, by an event or circumstance beyond the reasonable control of that party (a "Force Majeure"). The party claiming the benefit of this Section must promptly give written notice to the other party. If a Force Majeure event continues for more than ninety (90) days, either party may terminate this Agreement for cause.
Force Majeure triggers include, but are not limited to, natural events such as fire, floods, pandemic and earthquakes; human-caused events such as invasions, wars, armed attacks, terrorist attacks and strikes; and acts of authority such as those impediments that result from an order or a prohibition emanating from the public authority, provided that the contract party has not caused that determination.
Force Majeure triggers include government imposed travel, movement, and large-gathering restrictions; public and private gatherings restrictive interventions; and generally applicable severe business interruptions due to a combination of government regulations on large gatherings and pandemic contagion concerns.
The Force Majeure event must be an unforeseeable and insurmountable obstacle. A party may invoke the Force Majeure even if: (i) it could have foreseen and mitigated the potential nonperformance; and/or (ii) performance is just merely hindered or made economically onerous instead of being made effectively impossible.
The parties hereto acknowledge and agree to closely follow any and all Force Majeure possible trigger developments and their potential impact on contractual performance, and to take and document all reasonable steps to mitigate, where possible, their effect on business operations. The parties acknowledge that insurance carriers, ADR providers (as such term is defined hereunder) and specific jurisdictions may issue specific Force Majeure standards, rules and guidelines.
Double Click shall take all reasonable and customary security measures in provision of support activities and services for End users outside of SAP Business One or End user with third-party SAP Business One. The overall system’s security responsibility lies with End user including resetting of passwords immediately after Double Click is done with provision of support activities and services for which the system’s access was granted for.
Confidentiality
Neither party shall disclose any Confidential Information to any third party except to its employees, attorneys, tax or accounting professionals who have a legitimate need to know and who have agreed to be bound by the provisions of a confidentiality agreement at least as stringent as the ones herein. Each party shall further protect the Confidential Information to the same extent as it protects its own information of a similar type.
Confidential Information shall not include, information that: (i) is in the public domain at the time of disclosure; (ii) becomes publicly available through no fault of the recipient party and without breach of this EULA, (iii) is already in the lawful possession of a party without restriction prior to disclosure; (iv) becomes rightfully known to a party without restriction from a source other than the disclosing party; or that (v) is required to be disclosed by virtue of an order of a competent court or a legal requirement; shall not be deemed Confidential Information.
Public Relations. End user agrees that Double Click may publicly announce the business relationship between end user and Double Click by means of a press release or other communication means, subject to end user’s prior written approval, not to be unreasonably withheld.
Miscellaneous Terms
Assignment. You may not transfer any of your rights or obligations under this EULA to any other person. These terms will inure to the benefit of any successors of the parties. We may assign any rights or obligations hereunder to any current or future affiliated company and to any successor in interest. Any rights not expressly granted herein are thereby reserved. These terms will inure to the benefit of any successors of the parties. We reserve the right, at any time, to transfer some or all of Double Click’s assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.
Binding Agreement. This EULA shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors. This EULA supersedes all prior agreements arrangements and understandings between the parties hereto and constitutes the entire agreement between the parties relating to the subject matter hereof.
Equitable Remedies. You hereby acknowledge and agree that if the terms of this EULA are not specifically enforced, we may be irreparably damaged, and therefore you agree that we shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this EULA, in addition to any other available remedies.
Entire Agreement. This EULA represents the complete agreement concerning this license between the parties regarding the subject matter hereof, and supersedes all prior agreements and representations between them, whether oral or written or digital.
Export limitations. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
GDPR Compliance. For the purposes of the General Data Protection Regulation applicable to residents of the European Union, Double Click is a “data processor” of the personally identifiable information of end user’s customers, and end user is a “data controller” of the aforesaid information.
Governing Language. From time to time, this EULA may be translated into other languages for your convenience. The English version shall be the version that prevails and governs your use of the Platform. Upon the case of any conflict between the English version and any translated version, the English version will prevail.
Headings. Headings used in this EULA are provided for convenience only and shall not be used to construe meaning or intent.
Interpretation. In this EULA, unless the context otherwise indicates, the singular includes the plural and the plural indicates the singular, any gender includes the other genders, and a person includes a partnership and a body whether corporate or otherwise.
No Relationship. Double Click's relationship to end user is that of an independent contractor and licensor. Nothing in this EULA shall be used to construe or constitute a partnership, joint venture or relationship of employer and employee between the parties hereof.
Minors. You hereby acknowledge that you are at least eighteen (18) years of age, or older, as of the date of first access to the Platform, and that you will not use the Platform to collect any personally identifying information of persons under the age of thirteen (13).
No Waiver. Our failure to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision.
Representations and warranties: You hereby represent and warrant that: (i) you agree and oblige to comply with all applicable laws, rules and regulations applicable to the use of Platform; and (ii) you will not use Platform to infringe any intellectual property rights of any third party.
Severability. In the event that any provision hereof or part thereof is found invalid or unenforceable, the remainder of this EULA shall remain valid and in force. Without limiting the foregoing, it is expressly understood and agreed that in the event any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth herein shall remain in full force and effect.
Survival. Any provisions of this EULA that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration therefrom, shall be deemed to survive for as long as necessary to fulfill such purposes. If we determine that a law or regulatory action prohibits, substantially impairs or makes impractical the provision of the Platform, we may, at its sole discretion, upon simple notice to you and without any liability, terminate part or the entire Platform, in order to conform to such law or action.
Taxes. Any payments the parties shall respectively make to each other as well as any revenue received by the parties hereunder shall be subject to the applicable tax laws of their respective countries of tax residence; where some of them may require the deduction of withholding taxes from payments made under this Agreement. There are no royalty or license fees levied or charged to end user under this EULA. In the event that a reduced withholding tax rate is applicable under any such international treaty for the avoidance of double taxation, the paying party should deduct such withholding taxes from the amounts payable to the receiving party at such reduced rate (including, but not limited to, a zero tax rate), provided however that the receiving party furnishes to paying party an official certificate of residency from the applicable treaty jurisdiction issued by the corresponding tax authority. The paying party shall furnish to the receiving party the official tax certificate with respect to withholding taxes so deducted. Each party shall be independently responsible for complying with their respective fiscal and tax obligations.
Governing Law, Geographic Scope & Disputes Resolution Mechanisms
Each party is responsible for complying with: i) laws and regulations applicable to its business; and ii) import, export and economic sanction laws and regulations, of the United Republic of Tanzania that prohibit or restrict the export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users. End User is responsible for its use of Double Click and non-Double Click products and or services.
Both parties agree to the application of the laws of the United Republic of Tanzania, without regard to conflict of law principles. The rights and obligations of each party are valid only in the country of End User’s business address. If the End User or any user exports or imports products and or sub-products outside the country of End User’s business address, Double Click will not serve as the exporter or importer.
Should any dispute or difference arise between the parties to or in connection with this Agreement (its interpretation, implementation or operation) or other arrangements between them connected with its implementation, shall as much as is possible be settled amicably by the parties. Failure to reach an amicable settlement shall entitle either of the parties to refer the same to the court of competent jurisdiction in the United Republic of Tanzania.
Amendments & Changes to the EULA
We reserve the right to amend, change, suspend and/or update this EULA, in whole or in part, from time to time and at our sole and final discretion. Your continued use thereof after the last effective date of amendment (s) thereof indicates your acceptance of such amendment (s). We will post any updates on our websites or through a link provided in our Platform, and may also send you an email or otherwise notify you of any material changes to this EULA.
Notice & Communication
