1.1 This License Agreement (“Agreement”) is an agreement between you (Licensee and their employees) and Infosoft® TechNet Private Limited (“Licensors”). Please read these terms and conditions carefully before downloading any software and applicable documentation as they contain important information about your rights and obligations. It governs your use of the software ("Software") supplied to you by Infosoft® TechNet Private Limited and related documentation. By downloading, installing or otherwise using the Software you agree to be legally bound by this License Agreement as it may be modified and posted on our website from time to time.
1.2 If you do not wish to be bound by this Agreement, then you may not download or use the Software.
2. LICENSE TO USE
Licensors grant you a non-exclusive and non-transferable license for the internal use only of the software and related documentation and any error corrections provided by Licensors (collectively "Software"), by the number of users and the class of computer hardware for which the corresponding fee has been paid. Specific conditions of use which apply to the type of License you have acquired from Licensors are:
2.1.1 Evaluation License for non-chargeable Software: You may use the Software freely within your organization to access whether it meets your needs.
2.1.2 Evaluation License for chargeable Software: You may use the Software within your organization to access whether it meets your needs for a period of up to 7 days from its supply to you. At the end of this period, if you do not purchase another License from Licensors you must destroy all copies of the Software supplied to you, including copies installed on any computer, and all related documentation.
2.1.3 End-User PC License:
(a) With a single End-User PC License you may install and use one copy of the Software on a single computer.
(b) In addition to the above, if you have bought a License for a number of concurrent users you may install the Software on any number of computers at one single physical (geographical) location notified to Licensors provided it is used on no more computers than that number of licensed users at any one time.
2.1.4 Unix / Windows Server License:
(a) With a "Server Edition" product you may install the Software on the hard disk of a single server machine and use the Software to serve no more than the licensed number of users simultaneously networked to that computer.
(b) With a "Webserver Edition" product you may install the Software on the hard disk of a single server machine and use the Software to serve any number of simultaneous network connections to that computer.
2.1.5 Site License: You may install and use the Software on any number of computers or terminals located at the single physical (geographical) location notified to and agreed by Licensors.
2.1.6 Developer License:
(a) You may install and use the Software on any number of computers or terminals within your organization.
(b) You may incorporate the Software, or portions of the Software, into your own software for use within your own organization.
(c) You may not distribute the Software, or any portions of the Software, or related documentation to any other organization or to any person external to your organization.
2.1.7 Developer Distribution License:
(a) You may copy, install and use the Software on any number of computers or terminals within your organization.
(b) You may incorporate the Software, or portions of the Software, into your own software products for distribution to other people or organizations provided the appropriate copyright of Licensors is acknowledged on all media containing, and documentation relating to, such software products.
(c) You may not distribute the Software, or any portion of the Software, to any third party unless it is incorporated into your own software products whose functionality exceeds the functionality of the Software and which do not compete directly with the Software.
Software is confidential and copyrighted. Licensors retain title to Software and all associated intellectual property rights. Except as specifically authorized in any License Terms, you may not make copies of Software, other than a single copy of Software for archival purposes. Unless applicable law prohibits enforcement, you may not modify, de-compile, or reverse engineer Software. Licensee acknowledges that Licensed Software is not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility. Licensors disclaim any express or implied warranty of fitness for such uses. No right, title or interest in or to any trademark, service mark, logo or trade name of Licensors is granted under this Agreement.
4. LIMITED WARRANTY
Licensors warrant to you that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use. Except for the foregoing, Software is provided "AS IS". Your exclusive remedy and Licensors’ entire liability under this limited warranty will be at Licensors’ option to replace Software media or refund the fee paid for Software.
5. DISCLAIMER OF WARRANTY
Unless specified in this Agreement, all express or implied conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement are disclaimed, except to the extent that these disclaimers are held to be legally invalid.
6. LIMITATION OF LIABILITY
To the extent not prohibited by law, in no event will Licensors be liable for any lost revenue, profit or data, or for special, indirect, consequential, incidental or punitive damages, however caused regardless of the theory of liability, arising out of or related to the use of or inability to use software, even if Licensors have been advised of the possibility of such damages. In no event will Licensors’ liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.
This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from Licensors if you fail to comply with any provision of this Agreement. Upon Termination, you must destroy all copies of Software.
8. EXPORT REGULATIONS
All Software and technical data delivered under this Agreement are subject to Indian export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.
9. GOVERNING LAW
This Agreement is governed by and interpreted in accordance with Indian laws. Any disputes or claims relating to this Agreement shall be subject to the exclusive jurisdiction of the Courts situated at Indore in the state of Madhya Pradesh, India. No choice of law rules of any jurisdiction will apply.
10. NON-COMPETE PROVISIONS
Except with the prior written consent of the Licensor, the Licensee and any of its employees, during the term of this Agreement and upto a period of five years from the date of the Agreement, will not directly or indirectly run, operate, control or participate in the management, operation, ownership or control of any business if such business is similar to software.
11. NON-SOLICITATION PROVISIONS
Except with the prior written consent of the Licensor, the Licensee and their employees, during the term of this Agreement and upto a period five  years from the date of the Agreement will not directly or indirectly, either for themselves or for any other business or person, solicit, call upon, attempt to solicit or attempt to call upon any of the customers or prospective customers of the licensor for itself or for any person during such period. Except with the prior written consent of the Licensor, the Licensee and their employees, during the term of this Agreement and upto a period of five  years from the date of the agreement, will not solicit or have any discussion with any employee of the licensor concerning employment for any business other than the Licensor, and will not induce or attempt to influence any employee of the licensor to terminate his or her employment with the Licensor.
12. ADJUSTMENT OF RESTRAINTS BY A COURT OF LAW
12.1 If the period of time or the geographic scope of any non-competition or non-solicitation restraint area specified in this Agreement is judged by a court to be unreasonable, the Licensee agree that the time and / or geographic scope for such restraint will be reduced so that the restraint can be enforced in such area and for such time as the court decides is reasonable.
12.2 The Licensee agree that because of the nature of the Licensor’s business, the restrictions contained in this agreement are reasonable and necessary to protect the legitimate interests of the Licensor.
The Licensee acknowledge and understand that the licensor is and will be relying upon the agreements made by the Licensee in entering into this Agreement and consummating the transactions contemplated herreby and the restrictions contemplated herein are reasonable and necessary to protect the legitimate interests of the Licensor, and that any violation will result in irreparable injury to the Licensor. The Licensee understand that if they violate any provision of this agreement relating to Confidential Information, non-competition, non-solicitation, or their duty to cooperate in matters relating to protection of intellectual property, the Licensor will suffer immediate and irreparable injury. If the Licensee violate any of such provisions, the Licensee agrees that, in addition to any other remedies that may apply, their strict compliance with this Agreement should be ordered by a court of competent jurisdiction, and the Licensor is therefore entitled to preliminary and final injunctive relief to enforce this Agreement.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.
This Agreement is the entire agreement between you and Licensors relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
16. NOTICE OF AUTOMATIC SOFTWARE UPDATES
You acknowledge that the Software may automatically download, install, and execute applets, applications, software extensions, and updated versions of the Software ("Software Updates") from Licensors, which may require you to accept updated terms and conditions for installation. If additional terms and conditions are not presented on installation, the Software Updates will be considered part of the Software and subject to the terms and conditions of the Agreement.
17. NOTICE OF AUTOMATIC DOWNLOADS
You acknowledge that, by your use of the Software and/or by requesting services that require use of the Software, the Software may automatically download, install, and execute software applications from sources other than Licensors ("Other Software"). Licensors makes no representations of a relationship of any kind to Licensors of Other Software. To the extent not prohibited by law, in no event will Licensors be liable for any lost revenue, profit or data, or for special, indirect, consequential, incidental or punitive damages, however caused regardless of the theory of liability, arising out of or related to the use of or inability to use other software, even if Licensors has been advised of the possibility of such damages.
You may not assign neither this Agreement nor any of its rights or obligations hereunder nor sub-license the use (in whole or in part) of the Software without Licensors’ prior written consent.
19. SOURCE CODE
Software may contain source code that is provided solely for reference purposes pursuant to the terms of this Agreement. Source code may not be redistributed unless expressly provided for in this Agreement.
20. TERMINATION FOR INFRINGEMENT
Either party may terminate this Agreement immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right.
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