EVALUATION LICENSE AGREEMENT
This Evaluation License Agreement (“ Agreement ”) entered into on the day that you click the “accept” button (“ Effective Date ”) 
Contracting Entities: Infosys Limited, Electronics City, Hosur Road, Bangalore 560 100 (hereinafter referred to as “ Infosys ”) and you (hereinafter referred to as “ Licensee ”). 

1.  Description of Product: Built on Microsoft Dynamics, Infosys Digitel Telecom CRM Solution provides a comprehensive relationship management solution for the Insurance industry (hereinafter referred to as the “ Product ”). 

2.  Scope and Grant of License:
2.1  Infosys grants the Licensee a limited, non-exclusive, non-transferable, revocable license during the term of this Agreement to use a single instance of the Product and associated documentation (“ Documentation ”) solely for evaluation and non-production purposes. The Product may not, under this Agreement be used for commercial purposes or to develop applications. 

2.2  Licensee shall be responsible and liable for the actions/omissions of the third parties as it relates to their access and/or use of the Product and Documentation. A breach by such persons shall be considered a breach by the Licensee. 

3.  Licensee’s Undertakings: The above license is conditional on the Licensee ensuring that the actions mentioned below are not undertaken on the Product and Documentation (as applicable): (a) copy, translate, disassemble, decompile or reverse engineer the Product; (b) create any Product or documentation which is substantially similar to the functionality of or competes with the Product or content of the Documentation nor used in any manner which would be restricted by copyright; and (c) perform any action which is not expressly authorized by this Agreement. 

4.  Support: Infosys shall not be obligated to provide maintenance, technical support, updates, upgrades or such other services on the Product (“ Support ”). Any Support that may be provided shall be at the sole discretion of Infosys and on additional terms and cost as mutually agreed by the parties. 

5.  Intellectual Property Rights: Barring the license rights granted under Section 2, all other right, title and interest including all intellectual property rights in the Product, Documentation, Confidential Information and all derivatives, modifications, enhancements and new inventions undertaken on the Product belong to and vest entirely in Infosys and / or its licensors (as applicable).  

6.  Third Party Components and Open Source: 
6.1  In relation to third party components provided by third party vendors or entities packaged or distributed by Infosys along with the Product (“ Infosys Provided Third Party Components ”) and the open source components packaged or distributed by Infosys along with the Product, if any, (“  Infosys Provided OSS ”), Infosys carries no liability (either direct or indirect) and such Infosys Provided OSS and Infosys Provided Third Party Components are delivered as-is without warranties or liability of any kind (direct or indirect).

6.2  Infosys carries no liability for any open source or third party components directly procured and / or licensed by Licensee. 

7.  Confidentiality: The Product, Documentation and any information shared by either of the parties (“ Disclosing Party ”) which is marked as confidential or reasonably understood to be confidential (“ Confidential Information ”) shall be kept in strict confidence by the party receiving such information (“ Receiving Party ”). The Receiving Party shall disclose such information to those persons in furtherance of this Agreement and its purpose(s) only and where such persons are bound by confidentiality agreements as stringent as the conditions mentioned herein. Information which is (a) publicly available (without breach of this Agreement); (b) freely shared by Disclosing Party without restrictions; or (c) independently developed by Receiving Party, without reliance on the Confidential Information, shall not be subject to the confidentiality provisions mentioned herein. The Receiving Party shall be bound by confidentiality obligations for the term and for a period of three (3) years thereafter. In case of breach, the affected party shall have the right to seek injunctive relief, which relief shall not exclude any other recourse provided by law or contract. 

8.  Disclaimer of Warranties: THE PRODUCT IS PROVIDED “ AS-IS ”. INFOSYS MAKES NO WARRANTY THAT THE PRODUCT IS ERROR FREE. TO THE EXTENT PERMITTED BY APPLICABLE LAW INFOSYS DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCT, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT, RELIABILITY OR ACCURACY OF THE SOFTWARE, ANY IMPLIED WARRANTIES RELATING TO QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR ABILITY TO ACHIEVE A PARTICULAR RESULT. 

9.  Limitation of Liability: Infosys shall not be liable for any indirect, special, consequential or punitive damages or damages arising from loss of profit, business or goodwill. In the event that any exclusion or limitation of liability contained in this Agreement shall be held to be invalid for any reason or Infosys becomes liable for any loss or damage that may lawfully be limited, Infosys’ aggregate liability shall be limited to the amount of five hundred United States Dollars (500 USD). 

10.  Term: The term of this Agreement and the license granted herein shall be valid for a period of thirty (30) days from the Effective Date, unless earlier terminated in accordance with this Agreement. Infosys may by providing a five (5) day advance written notice, terminate the Agreement. On any termination or expiry of this Agreement, the Licensee shall cease use of the Product and promptly return to Infosys, or certify destruction of, all full or partial copies of the Product, Documentation and Confidential Information provided by Infosys.  

11.  Export Compliance: Licensee shall comply with applicable export laws and regulations, including but not limited to those of the United States, as they relate to the export of any information, technology or materials including the Product and Documentation for certain uses or to certain end users. 

12.  Miscellaneous Clauses:
Governing Law: this Agreement is governed by the laws of the State of New York without giving effect to principles of conflicts of law, and any litigation arising out of or connection in any way with this Agreement shall take place in a State or Federal courts of the competent jurisdiction in New York County, State of New York. 

Entire Agreement: This Agreement, constitutes the entire agreement in relation to the subject matter hereof and replaces all other understandings, written or oral.  

Severability: If any provision of this Agreement is deemed unenforceable then the remaining provisions shall be held valid and enforceable with the unenforceable provision either reduced to best reflect the intent of the parties or carved out of this Agreement if unable to reduce its illegality.  

Assignment: The Licensee shall not assign this Agreement without the prior written consent of Infosys, while Infosys may assign this Agreement to its affiliates upon notice to Licensee.  

Amendment: No amendment or modification of this Agreement is permitted unless signed by the authorized representatives of the parties.  

Headings: Headings used herein are for convenience only and not intended to affect the interpretation of the Sections.  

Notices: All notices and other communications made or required to be given under this Agreement shall be in writing and shall be deemed given upon receipt when sent through (a) certified postage mail, (b) personal service, or (c) fax with receipt acknowledged to the address specified below: Infosys: Global Head – Edge Products with cc to Legal Department at Electronics City, Hosur Road, Bangalore – 560100.  

Waiver: Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that party's rights to take subsequent action.  

Survival: Sections 2.2, 3 – 12 shall survive any termination or expiration of this Agreement.
By clicking on an ‘accept’ button, or otherwise using the Product, Licensee agrees to the terms of this Agreement. If you are accepting these terms on behalf of another party, you represent and warrant that you have full authority to bind the other party to these terms. If you are signing this on your own behalf, you represent and warrant that you are the Licensee and have full power and authority to bind the Licensee