End User License Agreement

IMPORTANT!

READ CAREFULLY AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS DESCRIBED IN THIS AGREEMENT BEFORE INSTALLING THE SOFTWARE. BY CLICKING THE BUTTON INDICATING YOUR ACCEPTANCE AS STATED BELOW OR INSTALLING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

This End User License Agreement (hereinafter referred to as “EULA”) is a legal agreement between Team Computers Private Limited (“TCPL”), a company incorporated under the Indian Companies Act and having its registered office at, No.1, Mohammadpur, Near Bhikaji Cama Place, Delhi-110066, hereinafter referred to as “Licensor” And an individual or a legal entity, hereinafter referred to as ”Licensee”, who pays the requisite consideration to the Licensor or any person authorized by the Licensor including resellers or is using the software as a trial version. Any person (natural or legal), who copies, installs, downloads or uses this software in any manner or accepts this eula shall be bound by the terms and conditions of this EULA. Any person (natural or legal) who does not accept the terms and conditions of this EULA shall refrain from copying, installing, downloading or using the software in any manner.

1. Definitions

1.1. “Party” shall mean either Licensor or Licensee based on the context and “Parties” shall mean both Licensor and Licensee.

1.2. “Licensed Software” shall mean the software specified by the Licensee in the Purchase form.

1.3. “Intellectual Property” shall mean any idea, creation, invention, work of authorship, information or any other material relating to the Licensed Software or User Documentation, which is protected, in the process of being protected or capable of being protected as a patent, copyright, trade mark, trade secret or any other type of intellectual property.

1.4. "Upgrades" shall mean any and all changes or additions to the Licensed Software, including new releases and versions thereof that add new functions to, or improve performance of, the Licensed Software.

1.5. "Confidential Information" shall mean any information, including but not limited to ideas, source code, object or binary code, algorithms, operations, designs, methods, processes, practices, marketing plans, strategies, documents, data, programs, patterns, compilations, customer information, financial information, business information, know-how and such other information, which is disclosed by Licensor to the Licensee verbally or in writing or which comes to the knowledge of Licensee in any manner and which is deemed confidential by the Licensor.

Exclusions: Confidential information shall not include: i) The information which is in the public domain; or ii) The information which is lawfully obtained or available from a third party without any obligation of confidentiality and without breach of this EULA; or iii) The information, which was already known to The Licensee and has been received from a source other than the Licensor.

1.6. “User Documentation” shall mean the explanatory printed or electronic materials that relate to the Licensed Software, including, but not limited to, license specifications, activation code, license files, instructions on how to use the Software, and/or technical specifications.

1.7. “Purchase Form” shall mean the form filled by a Licensee either electronically or in hard copy for acquiring a license with respect to licensed software from the licensor.

1.8. “Reseller” shall mean any person authorized by the Licensor in writing to vend, sell or distribute the licensed software within the territory permitted by the Licensor.

2 Grant of License

2.1. License

The Licensor hereby grants a non-exclusive and non-transferable license to Licensee to use the Licensed Software and User Documentation from the date of accepting this EULA (“Effective Date”) for the term specified in the form for purchase of the license filled by the Licensee (“Purchase form”) and after paying the necessary consideration for licensing the software. The Licensee shall not sub-license the Licensed Software to any person without written permission of the Licensor.

2.2. License of Trial Version

In case of trial version of the Licensed Software, the Licensor hereby grants to the Licensee a non-exclusive and non-transferable right to use the Licensed Software with the features permitted by the Licensor for a limited period permitted by the licensor. On expiry of the trial period permitted by the licensor, the Licensee shall not use the Licensed Software and shall delete, erase or destroy copies of the Licensed Software in its possession.

2.3. Use by Affiliates

The Licensee shall have the right to use the Licensed Software only in the manner permitted by the Licensor as provided in this EULA. The Licensed Software may be used by the Licensee’s Affiliates with written permission of the Licensor subject to the terms and conditions of this EULA provided that (a) such use is only for the Licensee’s benefit, (b) Licensee agrees to remain responsible for each such Affiliate’s compliance with the terms and conditions of this EULA and (c) Licensee provides the Licensor with advance written notice of each such Affiliate. Use of the Licensed Software by the Affiliates and Licensee in the aggregate must be within the restrictions contained in the applicable Purchase Form. (The term “Affiliate” used here shall mean any entity under the control of the Licensee, where “control” shall mean ownership of or the right to control greater than 50% of the voting securities of an entity.).

2.4 Support

The Licensor will provide support from time to time to the Licensee with respect to use of the Licensed Software for the period of subscription from the Effective Date of this EULA.

3. Obligations and Limitations

3.1. Restricted Actions

The Licensee shall not be permitted to take any of the following actions: a. use the Licensed Software in a manner not permitted under this EULA; b. reverse engineer, decompile, or disassemble the Licensed Software; c. distribute, provide access, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Licensed Software or User Documentation, or any rights granted in this EULA, to any other person without the prior written consent of the Licensor; d. Remove or modify any of the notices on the Licensed Software or User Documentation; e. Circumvent any security measures used to protect the Licensed Software; f. Make any modifications to the Licensed Software or combine the Licensed Software with a third party software without prior written permission of the Licensor; and g. publish, promote, broadcast, circulate or refer publicly to the Licensor's name, trade name, trademark, service mark or logo; and h. Take multiple Trial version licenses with respect to the Licensed Software from the Licensor during the term of this EULA or thereafter unless a prior written permission or consent has been taken from the Licensor.

3.2. Information about Breach

The Licensee shall inform the Licensor in writing on becoming aware of breach of this EULA by the Licensee or its employees. On receiving information that the Licensee may be breaching this EULA, the Licensor may require the Licensee to submit a certificate of non-breach from an independent auditor. On non-submission of the certificate, the Licensor shall have the right to terminate the EULA immediately.

4 Consideration

4.1. The Licensor is not charging any consideration or license fee for Licensed Software. However, the Licensor shall duly notify its Users in the event the Licensed Software or a part thereof (including any updates or upgrades) should become chargeable.

5. Intellectual Property

5.1. Ownership

All rights, title and interest in the Intellectual Property relating to the Licensed Software vests with the Licensor and shall continue to vest with the Licensor. This EULA shall not amount to transfer of any Intellectual Property or authorization with respect to any Intellectual Property in the Licensed Software by the Licensor to the Licensee except as expressly provided in clauses 2 and 3 of this EULA.

5.2. Enhancements

The Licensor shall have a non-exclusive license over any intellectual property with respect to any enhancements to the Licensed Software made by the Licensee with permission of the licensor in writing.

5.3. Third Party Software

If the Licensor mentions on its website, user documentation or any other place, existence of any third party software, whose intellectual property permission has not been acquired by the Licensor and must be used in combination with the Licensed Software, the Licensee shall be responsible to acquire the permission or license in order to use the said software. The Licensor shall not be responsible for acquiring licenses with respect to the said software.

6 Confidentiality and Privacy

6.1. Confidentiality

Licensee agrees to maintain confidentiality of all Confidential Information of the Licensor.

6.2. Permitted Use

The Licensee shall be permitted to use the Confidential Information only for exercising rights granted by the Licensor under this EULA. The Licensee shall not use the Confidential Information for any other purpose without the Licensor’s written permission.

6.3. Security Measures

Licensee shall implement stringent physical security and information security measures for maintaining secrecy of the Licensor’s Confidential Information. Such measures shall be at least as stringent as the measures taken by the Licensee to safeguard its own Confidential Information of the like nature.

6.4 Personal Data

Licensee hereby permits the Licensor to store and use the personal data, if any, of the Licensee for providing and tracking the Licensee's access to the Licensed Software and to improve facilities offered through the Licensed Software. The Licensee also permits the Licensor to provide information regarding new facilities or databases and other services offered by Licensor. Licensee hereby agrees that the Licensee has read and shall be bound by the privacy policy of the Licensor.

6.5. Survival

The provisions relating to confidentiality shall survive the termination of this EULA.

6.6 Privacy Policy

Because the privacy of your personal information is very important to us, the Licensor has established a Privacy Policy which describes how we will treat any personal information which you may provide to us. By accepting this EULA, you acknowledge that you have read and understood the Licensor’s Privacy Policy.

7. Term and Termination

7.1. Term

The term of this EULA shall be the term provided in the Purchase form from the Effective Date unless terminated earlier as provided hereunder.

7.2. Default

The Licensor may terminate this EULA on default of the Licensee to abide by the terms and conditions of this EULA. The Licensor may also terminate the EULA if there is any suit filed against the Licensor with respect to the Licensed Software by giving the Licensee a notice of seven (7) days.

7.3. Consideration on termination

On termination of the EULA, the Licensee shall be liable to pay the consideration due to the Licensor (if any) on the termination date. The Licensor shall not be liable to refund any consideration to the Licensee on termination of the EULA for any reason before the expiry of the term of the EULA.

7.4. Post-termination Obligations

On termination of the EULA, the Licensee shall do the following: (a) Ensure that the use of the Licensed Software is ceased; (b) Delete and destroy all copies of the Licensed Software in its possession; and (c) provide a certificate to the Licensor that all copies of the Licensed Software have been destroyed to the satisfaction of the Licensor.

7.5. Survival

The provisions relating to Intellectual Property, Confidentiality, Liability and Indemnity shall survive the termination of this EULA.

8. Warranty and Liability

8.1. Limitation of Warranty

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED AND THE LICENSOR SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS FUNCTIONALITY IN THE USER DOCUMENTATION, OR ANY COMMUNICATION WITH THE LICENSOR CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. WITHOUT LIMITING THE FOREGOING, THE LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

8.3. Limitation of Liability

The Licensee shall have the right to use the Licensed Software in a lawful manner within the scope of license granted under this EULA. The Licensor shall not be liable for any consequences of the use of the Licensed Software by the Licensee.

8.4. No Liability

IN NO EVENT SHALL THE LICENSOR, ITS AFFILIATES OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF THE LICENSOR, ITS AFFILIATES OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LICENSED SOFTWARE, USER DOCUMENTATION OR THIS EULA EXCEED THE AMOUNT PAID OR PAYABLE BY THE LICENSEE FOR THE LICENSED SOFTWARE. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.

8.5. Third Party IP Infringement

If the Licensed Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third party’s intellectual property rights, the Licensor may, at its option and in its discretion: (i) procure for Licensee the right to use the Software free of any liability; or (ii) replace or modify the Software to make it non-infringing. The foregoing states the sole liability of the Licensor and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Licensed Software or any other items provided by the Licensor under this EULA.

9. Indemnification

The Licensee shall be liable to indemnify, defend and hold the Licensor harmless from and against claims, losses, expenses, damages, liabilities, expenses and costs, including reasonable attorneys’ fees, resulting from (a) any violation of this EULA, (b) any violation of the rights of a third party, and (c) any use of the Application or any results obtained from it. The Licensor reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification hereunder. In any event, no settlement which affects the rights or obligations of the Licensor may be made without Licensor’s prior written approval.

10. Publicity Rights

Licensee grants the Licensor the right to include Licensee as a customer in Software promotional material. Licensee can deny the Licensor this right at any time by submitting a written request via email to the Licensor requesting to be excluded from Software promotional material. Requests made after purchasing may take thirty (30) calendar days to process.

11. Governing Law and Dispute Resolution

11.1. Governing Law

This EULA shall be governed by the laws of Republic of India without regard to conflict of law principles. The Parties agree to submit to the exclusive jurisdiction of the courts in Delhi.

11.2 Arbitration

The Parties shall endeavour to resolve all disputes arising under this EULA through negotiation in good faith. In case the Parties are not able to resolve the disputes through negotiation, the Parties shall resolve the dispute through arbitration in accordance with the Arbitration and Conciliation Act, 1996 (and the amendments thereof). The Parties agree to mutually appoint a sole arbitrator or in the event the Parties cannot arrive at a consensus, each Party shall appoint an arbitrator who shall choose a third arbitrator to preside over the proceedings. The language if the Arbitration shall be English and the seat of Arbitration shall be in Delhi.

12. Export Control Law

The Licensee shall be responsible for complying with all export control laws of the country where the Licensed Software is acquired or used. The Licensee shall not use the Licensed Software in any manner if it cannot comply with the export control laws. It shall be the sole responsibility of the Licensee to acquire any regulatory approvals necessary to use the Licensed Software.

13. Assignment

This EULA and all its rights and privileges hereunder shall not be assigned by the Licensee without the prior written consent of the Licensor.

14. Severability

• Should any part of this EULA be declared illegal or unenforceable, the Parties agree to co-operate in all the ways open to them to obtain substantially the same result or as much thereof as may be possible, including taking appropriate steps to amend, modify or alter this EULA.

• If any term or provision of this EULA shall be hereafter declared by a final adjudication of any tribunal or court of competent jurisdiction to be illegal or invalid, such adjudication shall not alter the validity or enforceability of any other term or provision unless the terms and provisions declared (by any of the Parties) shall be one expressly defined as a condition precedent or as of the essence of this EULA, or comprising an integral part of, or inseparable from the remainder of this EULA.

15. Waiver and Amendment

15.1. Waiver

The failure, with or without intent, of any Party hereto to insist upon the performance of the terms of this EULA by the other Party, shall not be treated as, or be deemed to constitute, a modification of any terms or stipulations of this EULA nor shall such failure or election be deemed to constitute a waiver of the right of such Party, at any time whatsoever thereafter, to insist upon performance by the other, strictly in accordance with any terms or provisions hereof.

15.2. Amendment

The Licensor reserves the right to amend this EULA at any time by updating this posting or by providing notice other appropriate notice. Therefore, it is important that you review this EULA regularly so that you are aware of any changes. Your continued use of the Licensed Software following any change shall be deemed to be an acceptance of any such change. If you do not agree to any modification of this EULA, you must immediately stop accessing or using the Licensed Software.

15.3 Modifications to the Licensed Software

The Licensor reserves the right at any time to modify or suspend access to the Licensed Software (whether on a temporary or permanent basis) with or without notice. The Licensor shall not have any liability associated with exercising this right.

16. Notice

• All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered mail, return receipt requested to the respective addresses of the Parties provided in this EULA or in the User Documentation or Purchase form or if sent by e-mail or fax to the address or number specified the receiving Party.

• The Licensee shall notify any change of address for communication of notices to the Licensor within fourteen (14) days of such a change.

17. Entire EULA

This EULA constitutes the entire EULA between the Parties pertaining to the Licensed Software and supersedes all prior EULAs, understandings, negotiations and discussions with respect to the subject matter hereof whether oral or written.

18. Force Majeure

The performance of any part of this EULA by the Licensor shall be excused to the extent that such performance is hindered, delayed, or made impractical by flood, fire, war, or riot, natural disaster, pathogenic outbreak of a contagious disease or any other cause beyond the reasonable control of the Licensor. Upon the occurrence of any such event the Licensor shall notify the Licensee of such an occurrence.

19. General Disclaimer

This EULA shall come into force as soon as the Licensee accepts the EULA or copies, installs or downloads the Licensed Software or starts using the software after paying the consideration to the Licensor unless it is a trial version. By clicking on I Accept or copying or downloading or installing or using the Licensed Software, the Licensee agrees to be bound by the terms and conditions of this EULA.