I/We, the Customer as named and addressed in ‘Acceptance and Signature Clause’ at the closure of this Agreement, with regard to my/our procurement on the date of this Agreement and at other date(s) for additional procurement; of the Software Licenses, Solutions and Services as manufactured and provisioned by Drishti-Soft Solutions Private Limited, a company incorporated under laws of India, having its place of business at Unit No. 450, Floor-4, Tower B2, Spaze iTech Park, Sector-49, Sohna Road, Gurgaon-122018, Haryana (India) (hereinafter referred to as ‘Drishti’); understand, agree and acknowledge as being granted of Drishti Software Licenses, solutions and services to me/us and in conformity as expressed by me/us of following terms and provisions:

1.	Drishti grants the Customer the Product license(s) on a non-exclusive and non-transferable basis.  Customer shall not loan, rent, lease or distribute or transfer in any manner the Product and/or Service to a third party and shall not, under any circumstances, share the Product License(s) on a network or with anyone or otherwise use it on more than the authorized number of computers or computer terminals. Each license is expressly being granted for a single individual only.  Any unauthorized attempt to sublicense, assign or transfer in any manner the Product License and/or Service, in part or whole, will be treated as violation of the agreement.
2.	All Licenses and Professional Services granted or offered by Vendor to Customer are intangible and intellectual properties of Drishti.  The Customer cannot copy, distribute, license, assign or re-sell or in any way convey the Software or any related written material from Drishti to any third-party.  Any right of Drishti vested in Products and Services (including but not limited to the instruction manuals, materials, documents and other literature) under the laws of intellectual property in and outside India (including but not limited to rights under the laws relating to copyright, patent, trade mark, design) vest and remain exclusively and only with Drishti and the Customer cannot, in any way whatsoever it may be, lay any claim over the intellectual property rights of the Products and Services being supplied to it by Vendor.
3.	The Customer expressly acknowledges and agrees to keep itself ready with the recommended technical pre-requisites, as communicated and recommended by Drishti in writing, before Training and / or installation activities to be undertaken by Vendor.  In an event of Customer’s failing or choosing not to seek training from Drishti, Customer’s smooth operating of Drishti product and services will not be the responsibility of Drishti.  Customer’s failure to provide technical pre-requisites or appropriate personnel to be trained by Vendor may cause Vendor to withdraw training without entitling the Customer any refund. 
4.	In an event of failure to install and/or train on account of the (i) Customer’s fault in being ready with the pre-requisites at the agreed time for such training and/or installation; or (ii) any factor out of control of Vendor; would not disentitle Vendor for receiving its entire consideration for such training/installation of Product and Services. The Customer, in case of any delay in training/installation due to its failure to be ready with the pre-requisites, would be liable for payment of the software license product / services as usual.
5.	In an event of Customer employing, hiring or replacing with new personnel, team or employees, it shall seek from Drishti the successive training services for its newly appointed team or team members.   Vendor may charge necessary from Customer for successive installation and / or training services.  In an event, where Customer does not get its newly appointed team of technical personnel or majority of team members, sufficiently be trained by Drishti, Drishti reserves the right to not respond and / or provide a resolve to the technical query or queries raised by Customer with Drishti's technical support team.
6.	Customer evaluates, understands and purchases the Software Licenses, solutions and services as manufactured by Drishti and sold to it by Drishti itself, or through its authorized partner, reseller, agent, dealer, sales forwarder or associate (referred to as ‘Vendor’ or ‘Drishti’ in this agreement as wherever necessary).  It is the Customer’s sole obligation to map and measure the offerings by Drishti with its (the Customer’s) business operations requirements before choosing and employing such offerings to run its operations.  Customer cannot demand or force Vendor to perform, deliver or execute its requirement(s) which are not served or catered by Drishti.  
7.	In consideration to the License product and services etc purchased, Customer is under obligation to release the complete due payments to Vendor in timely and fail-proof manner.  Customer commits and agrees upon to undisputedly make the full and complete payment against the Products and / or Services provided/supplied by Vendor strictly as per the payment terms mutually agreed between Parties in writing.  Customer’s failure in making satisfactory payments may result Drishti to withhold the services and products and require the Customer to satisfy the due payments first.  Drishti in order to receive the unpaid outstanding from Customer, may reduce or cipher the number of licenses awarded against the unpaid outstanding on account of Professional Services and maintenance support services and vice-versa.  Also, Drishti does not forego its entitlement over interest payable by Customer for the period of delay in making payment.  
8.	Subject to the satisfactory compliance of this Agreement by Customer, Drishti offers a limited warranty of three months on its Products exclusively against any manufacturing defects.  Drishti undertakes to repair or correct the manufacturing defect reported by the Customer at the designated contact access point for support services available at Drishti. Customer expressly acknowledges that Drishti is not liable to provide for replace or return or refund or compensate for same.  Drishti does not express and commit any warranty on Third party manufactured software, hardware or equipments.
9.	Drishti provides to Customer its Support Services on ‘remote basis’ only.  Drishti may provide an upgrade or new release of software to the Customer under support for free of charge.  Customer with ‘Support Lapsed/Expired’ status does neither entitle for support services nor the free upgrade or new release.  Drishti does not support the old and obsolete product versions or releases.
10.	Drishti reserves the right to not respond to Customer in an instance of misbehavior, absurd addresses, abusive communication or un-ethical practice undertaken by Customer’s team or personnel with Drishti team and personnel at the time of seeking support or consultancy services.
11.	Suitable to the individual requirement of Customer, any addition, alteration, amendment demanded by Customer to the standard features and reports as offered by Drishti, shall be provided by vendor under ‘Professional Services’ head on chargeable basis.  Any subsequent change sought by Customer to requirements or results vis-à-vis those as agreed between parties in a prior written separate agreement, shall be at an extra cost and charge on the Customer.
12.	By reason of Customer not upgrading the new releases of software as availed by Drishti, any subdued or substandard performance of product and services shall not be a responsibility of Drishti.
13.	In an event where Customer fails to comply or partly comply to the terms and conditions of agreement, then Customer cannot claim, expect or demand Drishti to honor and execute the terms of this Agreement in full or for the Products and / or Services’ of reduced order count, size or of curtailed feature and function list.  Unless prior agreed between parties in writing, payment(s) made by the Customer are liable for non-challengeable confiscation by Drishti. 
14.	Product and / or Services offered by Drishti may require the Customer to use third-party offered components including software, technology platforms, licenses whether on paid or as freeware/open-source for instance Cent OS, Fedora Core 7 (FC7), PostGres, g729 etc.. Customer without an obligation upon Drishti or any sort, retains with the ownership and responsibility to procure, purchase and maintain such freeware / open-source or paid components.
15.	If any part of this Agreement is for any reason found to be unenforceable, all other parts shall nevertheless remain enforceable. Instead, this Agreement shall be construed as if such unenforceable provision had not been contained herein.  Any failure or delay by Drishti to exercise any of its rights under this agreement or upon any breach of this agreement shall not be deemed to be a waiver of those rights under this agreement.  This Agreement cannot be amended, terminated or discharged except in writing, signed on behalf of Drishti and the Customer.  If the performance of any of the terms of this Agreement is hampered due to Acts of God, war, riots, civil commotion, hostilities, strikes, epidemics, earthquake, flood, tempest, acts of any Government causing a political embargo or other restraint adversely affecting the freedom to transact any nature of business, and any other cause similar to the kind herein mentioned which is beyond the control of the Parties, unavoidable and which could not reasonably be foreseen and which renders impossible the fulfillment of a particular term of this Agreement, both Parties shall be absolved of their obligations hereunder till normalcy is restored and until after the cessation of the aforementioned contingencies.  The courts in New Delhi would only have the jurisdiction for the purposes of any dispute or difference or disagreement relating to or arising out of or under this Agreement between the parties.
16.	Drishti puts in all reasonable efforts and hardships to provide the Customer efficient, competent and robust offerings and grossly rejects to consider or entertain any claim or demand made by Customer on account of actual or fictitious financial or intellectual loss(es) occurred or claimed to have occurred to Customer for actual or alleged reason of sub-standard functioning of Product(s) and/or Service(s).