EULA


This is an end user license agreement (“EULA”) between You, as the User of upliance (referred to as “You”/ “Your”) and React Labs Private Limited, a private limited company incorporated under the Companies Act 2013 and having its registered address at 702, Florentine, A Wing, Powai Hiranandani Garden, Mumbai, Maharashtra – 400 076, India (also referred to as “upliance.ai ”, “Upliance”, “Upliance.ai” “React Labs” or “Licensor”) in relation to the licensing of the software (hereinafter referred to as the “Licensed Application”) that is available through the smart cooking appliance ‘upliance’ (“Device”) to You. 


By executing this EULA, You agree to be bound by the terms and conditions set forth in this EULA. If You do not agree to the terms and conditions set forth in this EULA, then please do not use the Device, Licensed Application or the Services (as defined under the Terms and Conditions available at www.upliance.ai/ownersmanual in connection with the Device. By using the Device, You shall be deemed to have read, understood and accepted to be bound by this EULA. 


  1. Limited License to use the Licensed Application

Subject to the terms of EULA, the Licensor grants You a royalty-free, non-exclusive, personal, limited, non-transferable, revocable and non-sublicensable license of the Licensed Application to use the Device, in accordance with the terms of this EULA. No other rights to the Licensed Application are granted.


  1. Permitted Use

This EULA allows You to use the Licensed Application on the Device, when You use or access such Device ṁ for the limited purposes set out in the Terms and Conditions. The Licensed Application is installed in the Device to enable You to interact with the Device, and the License Application provides instructions to the hardware of the Device to perform its functions. You agree to comply with applicable law related to the use of the Licensed Application and the Device.


2.1  You may share Your account with other Users for the limited purposes of using or accessing the Device and the Services. For this purpose, You may share Your Account Data with these persons. The terms and conditions set out in this EULA shall also apply to such members of the household that use Your Account Data to use or access the Device and Services. 






  1. Licensee Covenants 

You undertake to keep secret Your own account data used to access the Device and Services (“Account Data”). Furthermore, You will be responsible for any and all activities that occur under Your account, including account sharing as set out in Clause 2.1.


You shall notify the Licensor immediately of any unauthorized use of Your account or any other security breaches.


  1. Restrictions on the use of the Licensed Application: 

Except for accessing the user interface, You shall not, nor permit anyone else to:


  1. directly or indirectly, (i) access, copy, distribute, decrypt, decouple, remove, reverse engineer, reproduce, decompile, disassemble, discover, display, modify, tamper, or create derivative works of the source code, object code, or underlying design / structure, ideas, or algorithms of the Licensed Application, or (ii) otherwise attempt to discover the source code or structure, sequence and organization of the Licensed Application, whether in whole or in part, including any corrections, enhancements, updates, modifications, customizations, versions, or translations thereto. 

  1. remove, circumvent, disable, damage, or otherwise interfere with security-related features, features that prevent or restrict use or copying of any content, or features that enforce limitations on use of the Licensed Application.

  1. delete the copyright and other proprietary rights notices of the Licensed Application. 

  1. remove or obscure any proprietary notice including any copyright notice of upliance.ai , our affiliates, partners, or suppliers.

  1. use any proprietary information of upliance.ai  in the design, development, manufacture, licensing, or distribution of the Licensed Application.

  1. distribute the Licensed Application or otherwise use it for commercial use.

  1. sell, offer to sell, rent, lease, sub-lease, sub-license, copy, transfer, or assign any part of the Licensed Application to any third-party. 

  1. use the Licensed Application in order to build a competitive device.
  2. download or republish any part of the Licensed Application in any form or by any means, except as expressly stated herein.

  1. use, or encourage, promote, facilitate or instruct other end-users to use the Licensed Application for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive.

  1. use the Licensed Application in order to: (i) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a system or a device or data; or (ii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Licensed Application.

  1. sell or sub-license any Data (defined below) generated from the Licensed Application.

  1. impact or attempt to impact the efficiency of the Licensed Application in any form or method.

  1. Data

You agree and acknowledge that the Licensed Application will generate data from the Device, including but not limited to, what kind of meal was prepared by You, how You cooked the meal, the meal preparation time, trending recipes in the User(s) community, number of times a meal has been cooked, and the rating of such meals ("Data”). The Licensor may use this Data solely to improve its devices or to provide customized Services to You.


upliance.ai  shall unconditionally own all the Data and other information (if any) generated from the Licensed Application. upliance.ai  makes no warranties and disclaims all liability for any inaccurate data that may be generated via the Licensed Application. However, if upliance.ai  is notified of the generation of such inaccurate Data, upliance.ai will on a best-efforts basis cure such inaccuracy or generation of inaccuracy, wherever possible. 


  1. Content Provided by You 

Any Content submitted, uploaded or posted by You, on behalf of You, on or through Your Device will be considered non-confidential, subject to applicable laws.

By posting, submitting, uploading or otherwise transmitting User Recipe / Shared User Recipes (as defined in the Terms and Conditions) in any way, You grant upliance.ai a perpetual, irrevocable, unrestricted, non-exclusive, worldwide, fully paid-up, royalty free, sub-licensable license to use, modify, change, copy, disclose, license, perform, display, post, publish, distribute, transmit or otherwise use such User Recipe / Shared User Recipe in any manner, create derivative works thereof or incorporate the User Recipe / Shared User Recipe into other work anywhere in the world. 


We have the right to remove any User Recipe / Shared User Recipe from the Licensed Application, and any other our systems, for any reason including if, in our sole opinion, such User Recipe / Shared User Recipe is unnecessary, offensive, indecent, objectionable, infringes third-party intellectual property rights or violates applicable laws. 


We do not control the User Recipe / Shared User Recipe and do not warrant the nature, accuracy, integrity, appropriateness or quality of the Shared User Recipe. You warrant that any of Your User Recipe / Shared User Recipe does not and will not infringe any third-party intellectual property rights.


You are solely responsible for all User Recipes / Shared User Recipes that You upload, post, email, transmit, or otherwise make available on the Licensed Application. We assume no liability for such User Recipe / Shared User Recipe.


  1. Advertisements and Customer Service Communications

You understand and agree that the Services may include certain communications from us or third-parties such as advertisements, update announcements, administrative messages and other materials (“Communications”). As those Communications are part of the Services, You may not opt out of receiving them. However, You will have the option to mute notifications in relation to such Communications on Your upliance. 


  1. Software Updates

upliance.ai maintains a policy of improvement of its Services and reserves the right to change or update the Licensed Application and, to the fullest extent permitted by applicable law. You shall provide connectivity to Your Device in order to receive over-the air (“OTA”) updates and bug updates. In order to continue using the Licensed Application, You shall accept such software updates through the OTA stream. 



  1. Third Party Services and Third Party Content

The Device may enable You to interact with, link to or associate third-parties providing services and content that are not owned, controlled or operated by us. You expressly agree that Your use of, linking to or accessing any third-party services and/or third-party content is entirely at Your own risk, and it is Your responsibility to view and abide by the terms of use, privacy policies, and any other policies applicable to such third-party services and/or third-party content. 


We make no representations or warranties with respect to any third-party services or third-party content, and You agree that upliance.ai shall in no event be liable for any direct, indirect, incidental or special or consequential loss or other damage, attorney’s fees and expenses arising out of, or in connection with, Your use or access to such third-party services or third-party content. 


  1. Intellectual Property Rights 

All copyright, trademark, patent, design, technical know-how and other intellectual property rights (whether registered or not) to the Licensed Application, including corrections, enhancements, updates, modifications, customizations, versions, translations or any derivatives thereto, are the sole and absolute property of the Licensor. Your usage of the Licensed Application does not transfer any rights to the Licensed Application, except for the limited license to use the same for accessing Data. 


The intellectual property of any third-party shall solely vest in such third-party.


The Licensor reserves all rights, title and interest in and to the Licensed Application and any of its solutions and analytical applications. 


The Licensed Application, including, but not limited to its text, graphics, logos, along with the button icons, images, scripts and service names (if any) constitute trademarks/trade dress of the Licensor. The trademarks and trade dress of the Licensor shall not be used in connection with any product or service that is not affiliated with the Licensor or in any manner that is likely to cause confusion among end-users or potential users or dilute the rights of or disparage or discredit the Licensor.


The Licensed Application shall permit You to rate any recipe on the Device. You may also choose to provide any improvements, suggestions, recommendations or other feedback on such recipes or the Device itself at connect@reactlabs.ai or 


+91 89049 62940. The Licensor shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Licensed Application any improvements, suggestions, recommendations or other feedback provided by You relating to the Licensed Application. 


  1. Limitation and Disclaimer of Warranty

You agree that You assume full responsibility for Your use of the Licensed Application.


You agree that any information You send or receive during Your use of the Licensed Application may not be secure and may be intercepted or later acquired by unauthorized parties. You agree and acknowledge that Your use of the Licensed Application is at Your own risk. 


The Licensed Application is being provided on an “as-is” basis without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.


Recognizing the risks outlined herein, You agree that, to the fullest extent permitted by applicable law, neither the Licensor or its affiliates or their respective employees, partners, directors, trustees or shareholders shall be liable to You for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort, strict liability or any other theory (even if the Licensor had been advised of the possibility of such damages), resulting from Your use of the Licensed Application. 


The Licensed Application may include certain software code that is licensed under various free and open-source licenses. The Licensor does not make any representation or warranty with respect to any open-source software that may be included in the Device. The Licensor hereby disclaims all liability to You regarding any such software that may be included in the Licensed Application.


The Licensor does not guarantee that the Licensed Application or Your ability to use the Licensed Application will function without interruption or errors in functioning. In particular, the operation of the Licensed Application may be interrupted due to maintenance updates, or system or network failures (if any). 


However, if Licensor is notified of any interruption or errors in functioning of the Licensed Application, Licensor shall on a best-efforts basis cure such interruption or functional errors, wherever possible. The Licensor disclaims all liability with respect to delay in using the Licensed Application.


  1. Limitation of Liability

Nothing in this EULA restricts, excludes, or modifies, or purports to restrict, exclude, or modify any mandatory statutory consumer rights under applicable law.


Subject to applicable law, in no event shall the Licensor be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, or losses that were not foreseeable to You or the Licensor at the time You agreed to this EULA, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to Your use or inability to use the Licensed Application, however caused, and even if the Licensor has been advised of the possibility of such damages. 


  1. Indemnification

You agree to indemnify, defend and hold harmless the Licensor, and its affiliates, and their respective officers, partners, directors, employees, contractors and representatives, from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorney's fees and related costs, due to or arising out of Your failure to comply with this EULA or if any of the representations / warranties / covenants under this EULA are untrue, any fraud or misrepresentation, and / or non-compliance with applicable law. The Licensor reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, and in such case, You agree to fully cooperate with such defence and in asserting any available defences.


  1.  Termination

This EULA shall continue until terminated as set forth in this provision. You may terminate this EULA at any time by decommissioning Your Device.


Where You have breached this EULA, You shall promptly notify the said breach to the Licensor. Where You have breached this EULA without knowledge of the same, the Licensor will notify the said breach to You. The Licensor may terminate this EULA if You do not cure such notified breach of this EULA within 15 (Fifteen) days of notification of such breach, as notified by You or the Licensor (whichever is earlier). 

The Licensor may terminate this EULA by providing Licensee written notice of 15 (Fifteen) days and thereafter You shall be prohibited from using the Licensed Application. The Licensor reserves the right to unilaterally modify, discontinue or withdraw the Licensed Application in whole or in part, with notice to You. 


The provisions which are by their nature, intended to survive the expiry or termination of this EULA, shall survive the termination of this EULA, including all provisions regarding ownership of intellectual property, indemnification, disclaimer of warranties and limitations of liability, and the provisions of this section.


The termination or expiration of the EULA will not limit any of the Licensor’s rights or remedies under this EULA or under applicable law. 


  1. Force Majeure

upliance.ai  will not be responsible for any failure or delay in its performance under this EULA due to causes beyond its reasonable control, including, but not limited to, labour disputes, strikes, lockouts, shortages of or inability to obtain raw materials, war, terrorism, riot, or acts of God, including but not limited to, floods, earthquake, tsunami, fire, and draught.

 

  1. Changes to the EULA 

To the extent permitted by applicable law, upliance.ai  may modify or discontinue offering the Licensed Application at any time for valid reasons (e.g., to reflect changes in relevant laws, to protect security, or to implement technical adjustments and improvements). upliance.ai shall notify You by reasonable means of any modifications that will have a material adverse effect on the use of the Licensed Application, taken as a whole.


The Licensor reserves the right to make changes to the EULA at any time without any restriction, and will duly notify such changes to You. Your continued use of the Licensed Application after any changes to the EULA, will constitute acknowledgement of the new EULA and Your agreement to abide and be bound by any modifications to them.


  1. Assignment or Transfer

You are not permitted to transfer, assign or otherwise dispose of this EULA which is personal to You, or any of Your rights or obligations arising under this EULA without our prior written consent.


  1.  Waiver 

No waiver of by us of any term or condition set forth in this EULA shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any our failure to assert a right or provision under this EULA shall not constitute a waiver of such right or provision. 


  1.  Severability

If any part of this EULA is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed to be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the EULA shall continue in effect.


  1.  Entire Agreement

This EULA constitutes the sole and entire agreement between You and upliance.ai with respect to your use of the Licensed Application, Device and the Services, and supersedes all prior understandings, agreements, representations and warranties, both written and oral, with respect to Your use of the Device and the Services. 

 

  1.  Governing Law and Dispute Resolution

This EULA shall be governed by and constructed in accordance with the laws of India, without reference to conflict of laws principles. The courts in Mumbai, India shall have the exclusive jurisdiction to determine any disputes arising in relation to, or under this EULA.


  1.  Contacting You

We may provide you with notices (including notices relating to changes to this EULA or termination of the Services or parts thereof) by email or via the Device.



  1. Trial Period
    It is clarified that, except for Clause 14 (Termination), all the provisions of the EULA are applicable to the 1 (One) week early access program, where You have the option to trial the Device and its Services in Your own respective kitchen(s). The termination for the trial period will be in accordance with the Trial Period Terms and Conditions (www.upliance.ai/ownersmanual).