END USER LICENSE AGREEMENT

THIS AGREEMENT is made BETWEEN: a company incorporated under the Companies Act, 2013, having its registered office at [Insert Address], India (hereinafter referred to as the “Licensor”, which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns) of the First Part.

AND

You, the end-user of the Product (hereinafter referred to as the “Licensee”, which expression shall, unless repugnant to the context or meaning thereof, include your heirs, legal representatives and permitted assigns) of the Second Part.

The Licensor and the Licensee are hereinafter collectively referred to as the “Parties”, and each individually as a “Party”.

1. Definitions and interpretation

Definitions In this Agreement, unless the context otherwise requires:

“Agreement” means this End User Licence Agreement together with its Schedule(s), annexures, amendments and modifications made from time to time.
“Product” means the software application known as “iConceive”, including any associated platforms, modules, interfaces, documentation, upgrades, updates or patches, as more fully described in Schedule 1.
“Terms” means the terms and conditions contained in this Agreement.
“Licence” means the limited, revocable, personal, non-exclusive and nontransferable licence granted to the Licensee under this Agreement.
“Device” means any computer system, desktop, mobile device, or hardware on which the Product is installed or accessed.

2. Acceptance

Unless the context requires otherwise:

Headings are for convenience and do not affect interpretation;
Words importing the singular include the plural and vice versa;
Words importing any gender include all genders;
A reference to a statute includes all amendments, re-enactments and subordinate legislation;
The term “includes” or “including” shall be construed without limitation;
A reference to any document includes amendments or novation thereto;
A reference to a person includes any natural person, company, body corporate, or legal entity;
A reference to a thing includes a reference to a part of that thing.

Acceptance Of Terms

This Agreement governs the Licensee’s access to and use of the Product.
By any of the following actions:
selecting the “Accept” or “Agree” option;
paying the licence fee for the Product;
downloading, installing, accessing, or using the Product (whichever occurs first), the Licensee acknowledges and agrees that they have read, understood and accepted all Terms, and the Licence is deemed to be granted strictly in accordance with this Agreement.
If the Licensee does not agree with the Terms, they must immediately cease installation or use and delete all copies of the Product.

3. License grant

Subject to full compliance with this Agreement, the Licensor grants the Licensee revocable, limited, non-transferable and non-exclusive Licence to:
install and use the Product on a single Device; and
create one (1) backup or archival copy solely for reinstallation purposes.
The Licence strictly does not permit:
installation or use on more than one Device simultaneously;
installation on any shared-use or multi-user network;
installation on a cloud, server, or virtual environment accessible by multiple users; and
access by more than one user unless a separate licence is purchased for each user or Device.

4. Restrictions and Limitations

Transfer Restrictions: The Licensee shall not:
assign, transfer, sublicense, lease, rent, sell or otherwise dispose of the
Licence or Product; and/or
permit any third party to access, use or copy the Product.
Use Restrictions: The Licensee shall not:-
share the Licence or Product with any third party;
install or use the Product on multiple Devices;
permit simultaneous access by multiple users;
use the Product for commercial, competitive or service bureau purposes.
Prohibited Actions: The Licensee shall not:-
decompile, reverse engineer, disassemble or attempt to derive source code;
modify, alter or create derivative works of the Product;
broadcast, publicly display, transmit or publish the Product;
upload or post any portion of the Product on any website or platform.
Limitations on Alteration and Derivative Works: The Licensee shall not:-
modify, translate or adapt the Product or documentation;
alter or tamper with the Product’s files, libraries, data structures or security features.
Limitations on Copying: The Licensee may only copy the Product to the extent strictly required for lawful and licensed use.
Limitations on use You may not:
share the Licence, or contents of the Product, with others;
copy, install or use the Product on any system with more than one computer; or
permit the use, copying or installation of the Product by more than one user or on more than one computer. unless you hold multiple, validly, licensed copies.

You may not:

decompile, “reverse engineer”, disassemble, or otherwise attempt to derive the source code for the Product;
broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the Product or any part of the product
post the Product or part of the Product on any website; or
use the Product for commercial purposes.
Limitations on derived works

5. Intellectual Property

The Licensor retains proper legal title and intellectual property rights in the Product, including all copies, modifications, updates and derivative works.
No rights other than those expressly granted under this Agreement are transferred to the Licensee.

6. Warranties & Exclusions

To the maximum extent permitted under Indian law, the Product is provided “as is” without warranties of any kind, whether express or implied.
The Licensor does not warrant:
uninterrupted or error-free operation of the Product;
compatibility with all systems or environments;
that defects will be corrected.
Nothing in this Agreement shall exclude or limit any mandatory statutory rights available to the Licensee under applicable Indian laws.

7. Exclusion of Damages

To the fullest extent permitted by law, the Licensor shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including loss of revenue, profits, business, data or goodwill, arising from or in connection with the use of the Product.

8. Limitation of liability and remedies

Where liability cannot be excluded under Indian law, the Licensor’s liability shall be limited, at its discretion, to:
reinstalling or reissuing the Product; or
refunding the licence fee paid for the Product.

9. Indemnity

The Licensee shall fully indemnify and hold harmless the Licensor, its directors, officers, employees and agents from any claims, damages, losses, liabilities or expenses arising out of:

improper or unauthorized use of the Product;
modification of the Product by the Licensee;
breach of this Agreement;
any infringement caused due to Licensee’s actions.

10. Variation of Terms

The Licensor may modify, amend or update this Agreement at any time. The
Licensee shall be bound by the Terms in force on the date of installation, update or continued use.

11.Termination

The Licensor may terminate this Agreement immediately if the Licensee breaches any Term.
Upon termination, the Licensee must permanently delete all copies of the Product and cease all use.
Termination shall not affect accrued rights or obligations of the Parties.

12. Dispute Resolution

In the event that any dispute, controversy or claim (“Dispute”) arises between the Parties in connection with or relating to this Agreement, its interpretation, performance, breach or termination, the Parties shall follow the procedure set out below before initiating any legal proceedings:
Notice of Dispute: Either Party may raise a Dispute by issuing a written notice (“Dispute Notice”) to the other Party. The Dispute Notice shall set out in reasonable detail:
the nature and particulars of the Dispute;
the issues required to be resolved; and
the relief or remedy sought.
Amicable Settlement: Upon receipt of the Dispute Notice, the Parties shall, within thirty (30) days, engage in good-faith negotiations and discussions with a view to amicably resolving the Dispute. Each Party shall ensure that its representatives participating in such discussions have the authority to negotiate and attempt resolution.
Referral to Mediation: If the Parties are unable to resolve the Dispute within the aforesaid 30-day period, either Party may refer the Dispute to mediation. Such mediation shall be conducted in accordance with a mutually agreed mediation framework, or failing such agreement, in accordance with the rules of a recognised mediation institution in India.
The Parties agree that all fees, charges and reasonable expenses of the mediator, as well as the costs of hosting or conducting the mediation, shall be borne equally by the Parties. Each Party shall bear its own costs relating to preparation for and participation in the mediation, including legal or professional fees.
If the Parties are unable to resolve the Dispute through mediation within thirty (30) days from the commencement of the mediation proceedings, or if the mediator declares the mediation unsuccessful earlier, then either Party shall be entitled to initiate appropriate legal proceedings and approach the competent court having jurisdiction to adjudicate the matter.

12. General Provisions

If any provision of this Agreement is unlawful or unenforceable, it shall be severed without affecting the remaining provisions.
No failure or delay in exercising rights shall operate as a waiver.
This Agreement constitutes the entire agreement between the Parties.
This Agreement shall be governed by and construed under the laws of the Republic of India.
All disputes arising the Courts at New Delhi, India shall have exclusive jurisdiction.

SCHEDULE 1 PRODUCT

Name of Product: iConceive

Details of Product: tracking and monitoring software as an aid in observing treatment plans prescribed by your medical specialist