BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE PRODUCT (AS DEFINED BELOW), YOU AGREE ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (IF APPLICABLE) THAT YOU OR SUCH ENTITY ARE BOUND BY, AND ARE BECOMING A PARTY TO THIS AGREEMENT AND THE IPMPLUS END USER LICENSE AGREEMENT AT HTTP://WWW.IPMPLUS.COM AS THE "LICENSEE". IF YOU OR THE ENTITY YOU REPRESENT, AS APPLICABLE DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, YOU MUST SELECT THE CANCEL BUTTON, YOU MUST NOT INSTALL OR USE THE PRODUCT OF ANY PORTION THEREOF AND YOU OR THE ENTITY YOU REPRESENT, AS APPLICABLE, DO NOT BECOME A LICENSEE UNDER THIS AGREEMENT. DEFINITIONS: A. Agreement: means the Terms and Conditions/Terms of Use appearing hereinafter that governs the terms of usage of the "Product" as defined below. B. Product: means the executable code version of only those features of the IPM+ software, an exclusive property of Vigyanlabs Innovation Private Limited or "Vigyanlabs" which are for a limited duration, are for free and are available at download section of the website http://www.ipmplus.com. LIMITED LICENSE: Vigyanlabs grants a personal, non-commercial, non-transferable and non-exclusive right to use the copy of the Product. You agree that you shall not make any copy(s) of the Product. You agree that the Product is for use on a single computer/system only and that the use of the Product on more than one computer/system would be a breach of these Terms and Conditions. You agree and accept that modifying, translating, renting, copying, transferring or assigning of all or any part of the Product, to any other persons and removing any proprietary notices, labels or marks from the Product is strictly prohibited. Further, you also agree not to create derivative works based on the Product. TERM OF LICENSE: The Term of License for this Product begins from the date of installation of the Product on your computer/system, and is valid for; a) 60days from the date of installation, in case of the Evaluation Version; and b) 1 year from the date of installation, in case of the Commercial Version. However, if a perpetual license has been granted to you, the Term of License for the Product shall be till your lifetime. The Product shall automatically stop functioning, after the period of 60 days in case of the Evaluation Version, and 1 year in case of Commercial Version with annual subscription, from the date of installation of the Product on your computer/system. INTELLECTUAL PROPERTY: The Product is licensed, not sold. You acknowledge that no title to the intellectual property in the Product is transferred to you. You further acknowledge that title and full ownership rights to the Product will remain the exclusive property of Vigyanlabs, and you will not acquire any rights to the Product. All copies of the Product will contain the same proprietary notices as contained in or on the Product. All title and copyrights in and to the Product (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the Product), are owned by Vigyanlabs. The Product is protected by copyright laws and international treaty provisions. REVERSE ENGINEERING: You agree that you will not attempt to reverse compile, modify, translate or disassemble the Product in whole or in part. Any failure to comply with the above will result in breach of these Terms and Conditions. DISCLAIMER OF WARRANTY: The Product is provided "AS IS" without warranty of any kind. Vigyanlabs disclaims and makes no express or implied warranties and specifically disclaim the warranties of merchantability, fitness for a particular purpose and non-infringement of third-party rights. The entire risk as to the quality and performance of the Product is with you. Vigyanlabs does not warrant that the functions contained in the Product will meet your requirements or that the operation of the Product will be uninterrupted or error-free. Vigyanlabs is not obligated to provide any updates to the Product. LIMITATION OF LIABILITY: In no event shall Vigyanlabs be liable to you for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages, (including, without limitation loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage of any kind arising out of the use or inability to use the Product, even if Vigyanlabs has been advised of the possibility of such damages, or any claim by a third party. PRODUCT SUPPORT: Product support for the Product is provided by Vigyanlabs. For product support, please mail to ipmplus-support@vigyanlabs.com. You acknowledge and agree that Vigyanlabs may use technical information you provide to Vigyanlabs as part of the Support Services for its business purposes, including for product support and development. Vigyanlabs will not utilize such technical information in a form that personally identifies you. INDEMNIFICATION: If you distribute the Product in violation of these Terms and Conditions or violate any other of these Terms and Conditions, you expressly agree to indemnify, hold harmless and defend Vigyanlabs from and against any claims or lawsuits, including attorney's fees that arise or result from the use or distribution of the Product and/or due to violation of these Terms and Conditions. AMENDMENT BY VIGYANLABS: Vigyanlabs shall retain the right to amend these Terms and Conditions from time to time and has no obligation to deliver a prior Notice to you, for such amendment(s). Such amendment(s) shall become part of these Terms and Conditions and shall bind anyone who has consented to these Terms and Conditions even prior to such amendment as long as the License subsists. ELECTRONIC NOTICE DELIVERY POLICY: Vigyanlabs, when possible, transacts with users of its products electronically. WHEN YOU PROVIDE VIGYANLABS WITH YOUR EMAIL ADDRESS, YOU CONSENT TO RECEIVE ELECTRONICALLY FROM VIGYANLABS, ANY PRIVACY OR OTHER NOTICES, AGREEMENTS, DISCLOSURES, REPORTS, DOCUMENTS, COMMUNICATIONS, OR OTHER RECORDS (COLLECTIVELY, "NOTICES"). You agree that Vigyanlabs generally can send you electronic Notices to the e-mail address that you provided to Vigyanlabs, if any. You must check your designated e-mail address regularly for Notices. You must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), a Windows-based operating system with an Internet browser, and Internet e-mail software in order to access electronic communications. You will need a printer attached to your personal computer to print any Notices. The delivery of any Notice from Vigyanlabs is effective when sent by Vigyanlabs, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. Your only method of withdrawing consent to receive Notices electronically is to terminate your use of the Product. TERMINATION: If you breach this Agreement, your right to use the Product shall terminate immediately and without notice. The rights and obligations of Vigyanlabs under the provisions of clause 2: "Limited License", Clause 4: "Intellectual Property", Clause 5: "Reverse Engineering"), Clause 7: "Limitation of Liability", Clause 9: "Indemnification"), Clause 11 "Electronic Notice Delivery Policy", and Clause 13: "Damages" shall survive expiration or termination of these Terms and Conditions and you agree to continue to be bound by those terms. Upon termination, you shall destroy all copies of the Product. INJUNCTIVE RELIEF: You acknowledge and agree that, notwithstanding any other provisions of these Terms and Conditions, any breach or threatened breach of these Terms and Conditions by you shall cause Vigyanlabs irreparable damage for which recovery of money damages would be inadequate and that Vigyanlabs therefore may obtain timely injunctive relief to protect its rights under these Terms and Conditions in addition to any and all other remedies available at law or in equity. GOVERNING LAW, JURISDICTION AND SEVERABILITY These Terms and Conditions shall be governed and construed in accordance with the laws of India. This Terms and Conditions shall be subject to the exclusive jurisdiction of the Courts of Karnataka alone. SEVERABILITY If any provision of these Terms and Conditions should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from these Terms and Conditions if no such modification is possible, and other provisions of these Terms and Conditions shall remain in full force and effect, or Vigyanlabs may at its option instead terminate these Terms and Conditions.