END USER LICENSE AGREEMENT

This End User Software License Agreement (hence forth referred to as the "Agreement" or "EULA") defines the terms of use of any or all Software made available to you online or through any other means (Licensed Software). Kalki Communication Technologies Private Limited (henceforth referred to as "Kalkitech" or "Licensor") holds and reserves all rights to the Licensed Software not expressly granted to you under this EULA. The software is not sold to you but licensed to you.

Your license to the software is subject to your prior acceptance of this EULA.

  1. Scope of License

    Licensor grants to you a nontransferable license to use the Licensed Software on any compliant hardware platform that you own or control. The terms of this EULA will govern any content, materials, or services accessible as well as upgrades provided by Licensor that replace or supplement the original Licensed Software, unless such upgrade is accompanied by a Separate License Agreement. Except as provided in Section (2), you may not distribute or make the Licensed Software available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Licensed Software and, if you sell your hardware platform which hosts / contains the Licensed Software to a third party, you must remove the Licensed Software from the hardware before doing so. You may not copy (except as permitted by this license and Section (2)), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Software, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Software).

  2. PROPRIETARY RIGHTS AND RESTRICTIONS

  3. Consent to Use of Data

    You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

  4. LICENSE FEE

    In consideration for the grant of the License under this Agreement, you shall pay to Kalkitech the License Fee as applicable from time to time.

  5. INSTALLATION AND SUPPORT

  6. TERM AND TERMINATION

  7. Others terms

  8. NO WARRANTY

    YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED SOFTWARE ARE PROVIDED AS IS AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

  9. INDEMNITY

    Licensee shall indemnify, defend and hold Kalkitech and their Affiliates, directors, officers, employees, and agents harmless from and against any and all loss, liability, judgment, award and costs (including without limitation legal fees and expenses) finally awarded in favor of a third party or in settlement against Kalkitech in any claim arising out of or related in any way to: (a) any use or misuse of the Software and/or Documentation by Licensee, and/or (b) any breach by Licensee of any provision of this Agreement.

    Kalkitech shall indemnify, defend and hold Licensee harmless from and against any loss, liability, judgment, award and costs finally awarded in favor of a third party or in settlement against Licensee in any action or proceeding (a Claim) that the Software as provided by Kalkitech under this Agreement and used as contemplated herein infringes upon the patent or copyright registered in India of any third party and awarded by a court of competent jurisdiction or agreed to in settlement, provided that (a) Licensee promptly notifies Kalkitech of any such Infringement Claim, (b) Licensee reasonably cooperates in response to a Kalkitech request for assistance, and (c) Kalkitech has sole control over the defense and all related settlement negotiations, and Licensee may not settle or compromise such infringement Claim, except with prior written consent of Kalkitech.

    If such infringement Claim occurs, or in Kalkitech’s opinion is likely to occur, Kalkitech shall, at it’s option and expense, but without obligation to do so, either: (a) procure for Licensee the right to continue using the Software, (b) replace or modify the Software so that it becomes non-infringing and provides, as is reasonably possible under the circumstances, the same Software capability, (c) request return of the Software and, upon receipt thereof, the corresponding licenses are terminated and Kalkitech shall refund the purchase price paid by Licensee for the Software, less straight-line depreciation based on a five (5) year useful life, or (d) terminate this Agreement without further liability or obligation.

    Kalkitech shall have no obligation under this section for any claim that results directly or indirectly from: (a) any modification, alteration, or change to the Software or Documentation by Licensee or any other party other than by Kalkitech and its authorized agents, (b) Kalkitech’s use of accepted industry standards or protocols, (c) use of the Software in a manner not expressly authorized by Kalkitech or inconsistent with the provisions of this Agreement, (d) use of the Software in combination with other data, business processes, or products not provided by Kalkitech when such combination has not been authorized by Kalkitech, (e) unlicensed or unauthorized use or distribution of the Software by Licensee, (f) use of a superseded or altered release of the Software if such infringement would have been avoided by the use of a current unaltered release of the Software, (g) use of any older release of the Software when use of a newer Kalkitech revision would have avoided the infringement, (h) Kalkitech's compliance with any materials, designs, specifications or instructions provided by Licensee, (i) Licensee running the Software after Kalkitech notifies Licensee to discontinue running due to a claim, (j) Licensee’s violation of this Agreement, or (k) any combination of the forgoing.

  10. LIMITATION OF LIABILITY

    TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars (0.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

  11. MISCELLANEOUS