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IMPORTANT - READ CAREFULLY BEFORE DOWNLOADING OR COPYING TO YOUR COMPUTER
ANY FILE(S) CONTAINED HEREWITH.
THE FILE(S) AND OTHER INFORMATION PROVIDED HEREWITH ARE
COPYRIGHTED. BY DOWNLOADING ANY FILE PROVIDED HEREWITH TO
YOUR COMPUTER, OR BY ACCESSING FROM OUR SERVERS, YOU ARE ACCEPTING AND AGREEING TO THE TERMS
OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE
BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, PRIOR TO
DOWNLOADING OR COPYING ANY FILE(S) TO YOUR COMPUTER, YOU
MUST DECLINE ACCESS TO SUCH MATERIALS.
1. GRANT OF LICENSE:
Subject to the provisions contained herein and
to the payment of all applicable fees, the Innovative Matrix
Softech Private Limited grants you a non-exclusive,
non-transferable license to the materials contained herewith
(the "Product"). Your licensed rights to the Product are
limited to the following:
(a) This License Agreement does not convey to you an interest in or
to the Product, but only a limited right of use revocable in
accordance with the terms of this License Agreement.
(b) You may install one copy of the Product on, and permit access
to it by, a single computer owned, leased or otherwise
controlled by you. In the event that computer becomes
dysfunctional, such that you are unable to access the
Product, you may transfer the Product to another computer,
provided that the Product is removed from the computer from
which it is transferred and the use of the Product on the
replacement computer otherwise complies with the terms of
this Agreement. Neither concurrent use on two or more
computers nor use in a local area network or other network
is permitted.
You shall not print,
merge, adapt, translate, modify, rent, lease, sell,
sublicense, assign or otherwise transfer any of the Product,
or remove any proprietary notice or label appearing on any
of the Product. You may copy the Product only for backup
purposes.
(c) You acknowledge and agree that the Product is proprietary to
the Copyright holder, INNOVATIVE MATRIX SOFTECH PRIVATE
LIMITED, and is protected under Indian copyright law and
international copyright treaties. You further acknowledge
and agree that all rights, title and interest in and to the
Product, including all intellectual property rights, are and
shall remain with Innovative Matrix Softech Private Limited.
(d) You shall provide INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED or
any designee of INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED
with all information necessary to assure compliance with the
terms of this Agreement. In the event you are not in
compliance with the terms of this Agreement through the
actions of unrelated third parties, you shall use your best
efforts to cooperate with INNOVATIVE MATRIX SOFTECH PRIVATE
LIMITED and any of its designees to assure compliance.
2. LIMITED WARRANTY:
(a) INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED warrants for your
benefit alone that, unless disclosed in the Product to the
contrary, INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED can
license the Product and all copyright and trademarks related
thereto or therein.
(b) THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 2 CONSTITUTE
THE ONLY WARRANTIES WITH RESPECT TO THE PRODUCT AND
INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED MAKES NO OTHER
REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER
EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW)
WITH RESPECT TO ANY OF THE PRODUCT, INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO THE SUFFICIENCY, ACCURACY OR
UTILIZATION OF, OR ANY INFORMATION OR OPINION CONTAINED OR
REFLECTED IN, ANY OF THE PRODUCT. INNOVATIVE MATRIX SOFTECH
PRIVATE LIMITED EXPRESSLY DISCLAIMS ALL WARRANTIES OR
CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. NO OFFICER, DIRECTOR, EMPLOYEE, MEMBER, AGENT,
REPRESENTATIVE OR PUBLISHER OF THE COPYRIGHT HOLDER IS
AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION
TO THIS LIMITED WARRANTY.
3. INDEMNIFICATION:
INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED, any
agent, representative, publisher or distributor of the
Product, or any of their respective directors, officers,
employees, agents, representatives or members (the
"INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED Indemnified
Parties") shall have no liability for, and you shall defend,
indemnify and hold each of the INNOVATIVE MATRIX SOFTECH
PRIVATE LIMITED Indemnified Parties harmless from and
against, any claim, loss, demand, liability, obligation and
expenses (including reasonable attorneys' fees) based upon
or arising out of any injury or damage, or any product
liability claim, including but not limited to, any personal
or bodily injury or property damage, arising out of,
pertaining to, or resulting in any way from, the use or
possession of any of the Product by you and/or any of your
directors, officers, employees, representatives, agents or
contractors.
4. LIMITATION OF LIABILITY:
(a) You acknowledge that each of INNOVATIVE MATRIX SOFTECH PRIVATE
LIMITED's obligations and liabilities with respect to the
Product are exhaustively defined in this Agreement. You are
responsible for the consequences of any use of any of the
Product (whether or not such use was consistent with the
license granted hereunder) created therefrom. Whether or not
INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED has been advised
of their possibility, neither INNOVATIVE MATRIX SOFTECH
PRIVATE LIMITED nor any of its representatives or agents,
directors, officers, employees, or members, shall be liable,
whether under contract, tort (including negligence) or
otherwise, for any indirect, special, punitive, incidental
or consequential loss, damage, cost or expense of any kind
whatsoever and howsoever caused, that may be suffered by you
or any of your directors, officers, employees, agents,
representatives or contractors or any third party.
(b) If at any time an allegation of infringement of any rights of
any third party is made, or in INNOVATIVE MATRIX SOFTECH
PRIVATE LIMITED's opinion is likely to be made, with respect
to any of the Product, INNOVATIVE MATRIX SOFTECH PRIVATE
LIMITED may, at its option and at its own expense (i) obtain
for you the right to continue using the Product, (ii) modify
or replace the Product or any portion thereof so as to avoid
any such claim of infringements, or (iii) refund to you the
License Fee. INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED shall
have no liability to you if any claim of infringement would
have been avoided except for your refusal to use any
modified or replacement Product supplied or offered to be
supplied pursuant to this Section 4(b) or to otherwise cease
using the Product. Notwithstanding anything contained in
this Agreement, and except as set forth in Section 4(b)
hereof, INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED's
liability to you for damages pursuant to this Section 4(b),
if any, shall not exceed the amounts of the License Fee paid
by you for the Product subject to any such claim.
(c) Section 4(b) state the entire liability of INNOVATIVE MATRIX
SOFTECH PRIVATE LIMITED with respect to the infringement or
alleged infringement of any third party rights of any kind
whatsoever by any of the Product.
5. TERMINATION:
This Agreement may be terminated immediately by INNOVATIVE
MATRIX SOFTECH PRIVATE LIMITED upon breach of any provision
of this Agreement by you. Upon any termination of this
Agreement, you shall immediately discontinue the use of the
Product and shall within ten (10) days either return file(s)
on diskette(s), if any, to INNOVATIVE MATRIX SOFTECH PRIVATE
LIMITED or certify in writing to INNOVATIVE MATRIX SOFTECH
PRIVATE LIMITED that the Product has been deleted from your
computer and is eliminated from your premises.
6. GOVERNING LAW; ATTORNEY'S FEES:
This Agreement shall be governed by the laws of the Republic
of India without reference to its conflict of laws
provisions and you further consent to jurisdiction by the
state and federal courts sitting in the state of Andhra
Pradesh, India.
7. MISCELLANEOUS:
This Agreement constitutes the complete and
exclusive agreement between INNOVATIVE MATRIX SOFTECH
PRIVATE LIMITED and you with respect to the subject matter
hereof, and supersedes all prior oral or written
understandings, communications or agreements not
specifically incorporated herein. This Agreement may not be
modified except in writing duly signed by an authorized
representative of INNOVATIVE MATRIX SOFTECH PRIVATE LIMITED
and you. If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be
reformed only to the extent necessary to make it
enforceable, and such decision shall not affect the
enforceability (i) of such provision under other
circumstances, or (ii) of the remaining provisions hereof
under all circumstances. Headings shall not be considered in
interpreting the Agreement.
8. EXPORT:
You can not load or export or re-export any of the Product
or any underlying information or technology without prior
consent from the Innovative Matrix Softech Private Limited.
You may not load or export or re-export any of the Product
or any underlying information or technology except in full
compliance with all applicable laws of republic of India and
other applicable laws and regulations.
9. By agreeing to this license agreement, you also agree to
general terms and conditions given on our website
www.isohelpline.com
(either on home page or product related pages).
BY ACCESSING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ
THE TERMS OF THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY
ITS TERMS.
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