End-User License Agreement - SureMDM On-Premise

TERMS FOR FULL-USE LICENSE FOR THE SOFTWARE

The following terms and conditions apply when You acquire the full-use license of the Software.

1. Definitions
   1. “Authorized Users” Authorized Users are individual Licensees, employees of Licensee or third-party individuals that are accessing the Software on behalf of Licensee.
   2. “Annual Support and Maintenance” the technical support and maintenance services offered by the Licensor, on an annual basis, includes relevant Software Updates provided to Licensee at Licensor’s sole discretion.
   3. “Device” means any computing device/instrument that is supported by the Software.
   4. “Documentation” means the overview of the Software features and functionality such as user guide or any other Software related information published at the Website.
   5. “Effective date” The date Licensee first installs the Software on Licensee’s on-premise infrastructure after accepting this EULA by clicking 'I Agree' or downloading the Software or by signing the Agreement electronically.
   6. “Licensee Data” means all data, information, and other materials that Licensee or its Authorized Users store, process or otherwise transmit through their use of SureMDM On-Premise, including without limitation, user information etc.
   7. “Licensee Network” means the hardware and Software components, including client machines, servers, and internetworking devices within Licensee’s internal computer network at Licensee’s on-premise infrastructure.
   8. “Perpetual License” means the Software license provided on a perpetual basis for the use of Software, hereinafter referred to as “Perpetual License”.
   9. “Quote” means a written quotation of licensors’ offerings provided to the Licensee by Licensor, which is accepted by Licensee and considered an “order” by signing and returning quotation to Licensor.
   10. “Affiliate” means any legal entity in the Territory in which the Licensee, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights. Any such legal entity shall be considered an Affiliate for only such time as such interest is maintained.
   11. “Relationship Data” any personal information collected by the Licensor during the activation and maintenance of the Licensee's account. It may include names and other details of Licensee involved in maintaining or using the Software.
   12. “Software” means Licensor’s product SureMDM Onpremise, consisting of server application (Windows and Linux), agent application, DbConfigurator and associated documentation, provided to Licensee by Licensor pursuant to this Agreement, in object code format including any updates, enhancements, or modifications.
   13. “Software related services” means service performed by the Licensor as reflected in Order such as installation, activation, training, Software configuration, modification, integration, reconfiguration, assessment, optimization or other Software related services and excludes professional services for the development of custom Software or other intellectual property (which would be governed by a separate agreement).
   14. “Software Update” means any patches, modifications, enhancements, improvements, or revisions to the Software, including new versions or releases, provided by the Licensor at its sole discretion to the Licensee from time to time. This excludes updates, upgrades, or modifications to third party Software or dependencies (e.g., MongoDB, SQL, or other third- party components) integrated with or used alongside the Software unless explicitly agreed upon by the Licensor.
   15. “Subscription License” means a Software license provided on a subscription basis for the use of Software, hereinafter referred to as “ Subscription License”.
   16. “Third-Party Software” means Software which is created or developed by a party other than the Licensor and includes open source Software.
   17. “Website” means the website nominated from 42Gears Mobility Systems Private Limited from time to time, currently at https://www.42gears.com/
2. License Grant & Responsibilities of Licensee
   Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a personal, non-sublicensable, non-exclusive, non-transferable, non-assignable worldwide limited license, upon payment of applicable Fees for the Term stated herein to: (i) install the Software for which activation keys have been issued by Licensor; (ii) use the Software, in accordance with the Documentation subject to applicable restrictions; (iii) install and use the Software on the number of devices the license is purchased for; (iv) Licensee must ensure that the Software is not used by any person who is no longer authorized by the Licensee. The Software is licensed as a single product and shall not be used on more than one device simultaneously. Licensor reserves all rights in the Software not expressly granted to Licensee in this Agreement.
   1. Responsibilities of Licensee
      1. Licensee must ensure the Software is not accessed or used by unauthorized individuals.
      2. Licensee is solely responsible for maintaining the security, integrity, and confidentiality of its Licensee Network and Licensee Data.
      3. Licensee shall ensure that all use of the Software is compliant with applicable laws, including data protection and privacy laws.
      4. Licensee is solely responsible for obtaining and maintaining Third-Party Software, hardware, and network infrastructure required for the operation of the Software.
      5. Licensee shall implement reasonable security measures to prevent unauthorized access, copying, or distribution of the Software.
      6. Licensee acknowledges that all system configurations, updates, and backup activities are its sole responsibility.
      7. Licensee shall control access to and use of the Software by Authorized Users and is responsible for any use of the Software that does not comply with this Agreement.
   2. Infrastructure and Security Responsibilities
      
      1. The Licensee is solely responsible for installing, configuring, securing, and maintaining the Software within its infrastructure, including but not limited to its servers, networks, storage systems, and virtual environments.
      2. The Licensee must implement industry-standard security measures, including firewalls, access controls, encryption, intrusion detection systems, and vulnerability management, to protect the application and infrastructure from unauthorized access, data breaches, or cyberattacks.
      3. The Licensor is not responsible for any security incidents, unauthorized access, or data breaches occurring due to the Licensee’s failure to implement adequate security measures.
   3. Data Protection and Privacy Compliance
      
      1. The Licensee is solely responsible for ensuring compliance with all applicable data protection and privacy laws and obtaining consents (including but not limited to GDPR, CCPA, HIPAA, or any other relevant legislation) when using the Software. Please note that the Licensor processes only Relationship Data for activation/support per its Privacy Notice at https://www.42gears.com/trust-center/privacy/privacy-policy/ and has no access to Licensee Data unless provided by Licensee.
      2. The Licensee shall ensure that all personal, confidential, or sensitive data processed, stored, or transmitted using the Software is adequately protected against unauthorized access, modification, loss, or disclosure.
      3. The Licensee acknowledges that the Licensor has no control over the Licensee’s data, and the Licensor shall not be liable for any claims, fines, penalties, or damages arising from the Licensee’s failure to comply with data protection laws. However, the Licensor shall notify Licensee promptly of any breach involving Relationship Data processed under this Agreement, to the extent required by applicable law.
   4. Access Control and User Management
      
      1. The Licensee is responsible for creating, managing, and monitoring user accounts, access permissions, and authentication mechanisms to prevent unauthorized access.
      2. The Licensee must ensure that all users comply with internal security policies and best practices when accessing the Software.
      3. The Licensee shall immediately notify the Licensor of any suspected security breach related to the Software that may affect the integrity or security of the Software or associated services.
         
   5. Software Updates, Patches, and Maintenance
      1. The Licensee is responsible for regularly applying security patches, updates, and fixes provided by the Licensor to maintain the security and stability of the Software.
      2. The Licensor shall not be responsible for any issues, security vulnerabilities, or operational failures arising from the Licensee’s failure to apply updates or maintain the Software as recommended.
   6. Third-Party Dependencies and Integrations
      1. If the Licensee integrates the Software with third-party applications, tools, or services, the Licensee assumes full responsibility for ensuring compatibility, security, and compliance with applicable regulations.
      2. The Licensor shall not be liable for any issues, security risks, or data breaches arising from Third-Party Software, plugins, or modifications made by the Licensee.
   7. Incident Response and Risk Mitigation
      1. The Licensee must establish and maintain an incident response plan to address security breaches, data loss, or system failures related to the Software.
      2. In the event of a security breach affecting the Software, the Licensee shall take immediate remedial action to mitigate risks and notify the Licensor if necessary.
      3. The Licensee shall indemnify and hold the Licensor harmless from any claims, damages, or liabilities arising from security incidents, data loss, or breaches caused by the Licensee’s infrastructure, personnel, or failure to implement adequate security measures.
   8. Compliance and Audits
      1. The Licensee shall comply with all applicable local, national, and international laws, regulations, and industry standards governing the use of the Software.
      2. Upon reasonable notice, the Licensor reserves the right to conduct an audit (or request proof of compliance) to ensure that the Licensee is using the Software in accordance with the terms of this Agreement.
      3. If an audit reveals a material non-compliance, the Licensee shall take corrective actions as directed by the Licensor and bear all costs associated with the remediation.
3. Restrictions on use
   Licensee may not: (i) modify, disassemble, de-compile, reverse engineer, or otherwise attempt to determine the source code from the object code of the Software or knowingly permit or encourage any third-party to do so; (ii) use the Software in any manner to provide service bureau, time-sharing or other computer services to third parties; (iii) use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any export control laws or regulations administered by any government agency; or (iv) copy or replicate the Documentation provided in relation to the Software in any form; (v) use the Software for competitive analysis, evaluating or viewing the Software or Documentation for the purpose of designing, modifying, or developing Software or services similar in purpose, scope, or function to the Software unless the same is notified to the Licensor in advance pursuant to the Agreement (vi) and will not permit its Users to, share or transfer any license key, password or other security device relating to the use of the Software with or to any other user of the Software or any other third-party.
4. Affiliate Use
   Affiliates’ use of the Software, Documentation and other Licensor’s Materials to run their internal business operations as permitted is subject to the following: (i) Licensee ensures that the Affiliate agrees in writing to comply with the terms of this Agreement; and (ii) a breach of the Agreement terms by Affiliate shall be considered a breach by Licensee hereunder.
5. Scope of License
   The Software can be licensed as:
   1. Perpetual License
      A perpetual license gives the Licensee a right to use the licensed version of the Software perpetually pursuant to the terms of this Agreement. Perpetual license comprises of Annual Support and Maintenance during the initial term of 12 months. Upon expiration of 12 months, Annual Support and Maintenance along with relevant Software Update will be provided upon payment of the then current price offered by the Licensor.
   2. Subscription License
      Subscription license gives the Licensee a right to use the Software (current or at any time the latest version) during the term of subscription. The license fee is inclusive of Software Update, thus Licensee will automatically receive relevant updates during the term of subscription. The Licensee's right to use the Software will forfeit upon the expiry of term of subscription or failure to comply with the terms stated herein the Agreement.
6. Copies
   Licensee may make a copy of the Software solely for backup purposes or system maintenance, ensuring the continued availability of the Software to Authorized Users or is otherwise expressly permitted by law. Any copy of the Software must clearly show all titles, trademark, copyright notices, legends, and other proprietary markings of the Licensor without modifications.
7. Delivery
   The Software will be made available to Licensee for download from the Licensor’s Website and Google Play.
8. System Requirements
   Licensee acknowledges and agrees that the Software may only be installed and used only on devices, which meets or exceeds the minimum system requirements identified and notified by the Licensor to Licensee from time to time. Licensee acknowledges and agrees that it is solely responsible for obtaining, installing, operating and maintaining all hardware, other equipment and Third-Party Software required for use of the Software. All functionality, operating system, network services, hardware maintenance and data backup are the responsibility of the Licensee.
9. Mandatory Activation
   Upon payment of applicable license fees, Licensee will receive the license key for activation of the Software. Upon activation, the Licensor will receive information on the product version, activation code. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION TO THE LICENSOR. By virtue of this activation, the Software will periodically and autonomously send the aforementioned information for Licensor to monitor the activation status of the Software.
10. Third-Party Software
    The Software may incorporate or access Third-Party Software and services. The Third-Party Software notices and terms and conditions are available in the following webpage: http://www.42gears.com/third-partylibraries-terms. Licensee agrees to and must ensure all users comply with all applicable terms and conditions for the Third-Party Software at all times. To the extent permitted by law, all Third-Party Software provided with or contained in the Software is provided “AS-IS” without warranty of any kind. Licensor will have no liability or responsibility for the operation or performance of the Third-Party Software and will not be liable for any damages, costs, or expenses, direct or indirect, arising out of the performance or failure to perform of the Third-Party Software. You are solely responsible to ensure compliance of the Third-Party Services with privacy, data residency and local processing requirements of Your organization and for entering into the respective agreements and/or enabling the respective privacy controls before using the Integrations, as applicable for each such Third-Party Service.
11. Fees
    Licensee shall pay the fees due as stated on the Licensor’s Website (where license is purchased directly through Licensor’s Website), fees quoted by Licensor’s authorized Reseller (if Software is purchased from Licensor’s authorized Reseller). Licensor may, at its discretion, offer discounts in case Licensee makes a volume purchase of the Software in accordance with the terms therein. Licensor shall reserve the right to increase the fees at any time by prior 30 days notice to the Licensee.
12. Taxes
    Any applicable license or other fees payable by Licensee under this EULA are (unless otherwise expressly stated by the Licensor) exclusive of any applicable goods or services taxes or other taxes of similar nature (“Taxes”). Upon Licensor’s request, Licensee must pay or reimburse to Licensor any amounts payable on account of Taxes levied upon or arising out of the supply of the Software or any services by the Licensor to Licensee.
13. Audit
    Licensor may, either itself or through an independent third-party auditor, audit Licensee’s use of the Software not more than once per year, with prior written notice to Licensee.
14. Third-Party Claims
    If any person alleges, or if the Licensor believes, that the use of the Software may infringe the intellectual property rights of any person, Licensor may, at its discretion, suspend Licensee’s license to use the Software until the Licensor:
    1. has replaced, modified or re-worked the Software, in whole or in part (or direct Licensee to do so) so that such infringement is removed; or
    2. has procured the right for Licensee to continue use the Software in accordance with this EULA.
15. Ownership Rights
    This license grants no ownership rights to Licensee and is not a sale of any rights in the Software or the Documentation. Licensor shall own and retain ownership of all right, title, and interest in and to (i) the Software and any copies thereof; (ii) the Documentation and any copies thereof; (iii) any ideas, suggestions, or feedback from You relating to the Software and Documentation (“Feedback”); and (iv) all intellectual property rights embodied within the foregoing (i)-(iii). Licensee hereby irrevocably assigns and agrees to assign all of Licensee’s right, title, and interest in and to any Feedback to Licensor. To the extent such Feedback cannot be assigned, Licensee hereby grants and agrees to grant to Licensor at no charge, a perpetual, irrevocable, royalty- free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit the Feedback without restriction.
16. Confidentiality
    In the course of performance of this EULA, either party (“Discloser”) may find it necessary to disclose to the other party (“Recipient”), or Recipient may otherwise obtain from Discloser, certain proprietary information or materials, which are in tangible form and labelled “confidential” or the like, or, information which a reasonable person knew or should have known to be (“Confidential Information”) The following information shall be considered Confidential Information whether or not marked or identified as such: information regarding licensors’ pricing, product roadmaps or strategic marketing plans; and non- public materials relating to the Software.
    1. Exclusions to Confidential Information
       Confidential Information does not include information that: (a) was in the public domain at the time of Discloser's communication thereof to Recipient, (b) becomes part of the public domain after the time of disclosure, through no improper action of Recipient; (c) was in Recipient's possession free of any obligation of confidence at the time of Discloser's communication thereof to Recipient; (d) can be shown by documentation to have been independently developed by the Recipient without the use of or reference to any Confidential Information; (e) is not treated as confidential by Discloser; or (f) is approved for release by Discloser in writing. Recipient shall use any Confidential Information received (or derivatives thereof) solely for the purpose of performing its obligations under this EULA.
    2. Obligations to Confidential Information
       Recipient shall not disclose or permit any non-Affiliate party access to any Confidential Information, except Recipient’s officers, directors, employees, contractors, representatives, or agents on a need to know basis and where all such officers, directors, employees, contractors, representatives, or agents have confidentiality obligations at least as restrictive as those set forth in this Section. Recipient agrees to use reasonable efforts to protect the confidential or proprietary nature of such Confidential Information (and any derivatives thereof), using at least the same degree of care it utilizes for the protection of its own strictly confidential and proprietary information. The obligations under this EULA will continue: (i) with respect to Confidential Information (and/or derivatives thereof) that does not constitute a trade secret, in perpetuity after the termination of this EULA; and (ii) for any Confidential Information (and/or derivatives thereof) that constitutes a trade secret, for so long as such information remains a trade secret under applicable law. Notwithstanding the foregoing, in the event disclosure is required by court, government order, or law (such as state open records or freedom of information acts), Recipient shall promptly notify Discloser of such order or requested disclosure so that it may seek a protective order or other appropriate remedy and only disclose such Confidential Information to the extent required.
    3. Return/ Deletion of Confidential Information
       All Discloser Confidential Information and derivatives thereof shall remain the property of Discloser and will be deleted or returned to Discloser within ten (10) days following the termination of this EULA. Without limiting the foregoing or the License Restrictions, Licensee shall not disclose or display any Confidential Information of the Licensor, including the Software, to any Competitor of Licensor.
17. Technical Support
    Licensor shall provide technical support as listed in Annexure A hereto for twelve (12) months from the date of Mandatory activation. Upon expiry of initial twelve months from the date of purchase of license, Licensee may opt to avail maintenance and technical support, which will be subject to the then current pricing and terms and conditions for such services.
    1. Exclusions to Technical Support
       Licensor’s technical support do not include the rectification of errors, defects or problems caused or contributed to by:
       1. default or negligence of Licensee;
       2. improper or unauthorized use of the Software;
       3. any modifications or alterations of the Software other than as approved by the Licensor or by any person other than the Licensor;
       4. any failure by Licensee to comply with the Documentation;
       5. any failure by Licensee to download and install Updates made available on the Licensor’s Website;
       6. any failure by Licensee to comply with any reasonable guidelines or instructions provided by the Licensor;
       7. any fault, defect, omission or error in any data, Software or equipment not supplied by the Licensor;
       8. any failure arising out of any network (including the internet) or communications
       9. use of the Software with any Software or equipment not approved or recommended by the Licensor, or in a manner or for a purpose in breach of this EULA or not reasonably contemplated by this EULA; or
       10. any issues, errors, or malfunctions arising from or caused by the Customer’s own infrastructure, including but not limited to hardware, network configuration, Third-Party Software.

       The Licensor reserves the right to charge Licensee additional fees (at its then current rates) for the rectification of any errors, defects or problems caused or contributed to by any of the reasons listed above.

    2. Infrastructure-Dependent Support
       While 42Gears will make commercially reasonable efforts to provide support for On-Premise deployments, the Customer acknowledges and agrees that if any error, malfunction, or failure of the Software is caused by the Customer’s own infrastructure, including but not limited to server configuration, network setup, hardware limitations, or third-party dependencies, 42Gears shall not be held responsible for any resulting delay or breach of service levels. In such cases, 42Gears will investigate the issue and provide assistance as feasible but shall not be liable for any SLA-related penalties or damages.

18. Limited Warranty
    Licensor hereby warrants that to its knowledge it has the necessary rights and title to license the Software to the Licensee.
19. Training
    Licensor does not provide training for the use of the Software unless requested by Licensee or otherwise provided by this EULA. To the extent the Licensor is requested to provide any Software related services, the same will be provided pursuant to the then current prices for the Software related services and will be invoiced to the Customer.
20. Resellers
    Where separately agreed, Licensee may purchase Software license and other offerings hereunder from licensors’ authorized Reseller “(Reseller)”. In which all payments will be to Reseller under the terms agreed between the Licensee and the Reseller. Where Licensee purchases any offerings hereunder through a Reseller, any credits, refunds set forth herein shall not apply to the extent the Licensee has paid the relevant fees directly to the Reseller. Should Licensee and Reseller terminate their business relationship; in the event the Reseller files for bankruptcy protection; sells all or substantially all of its assets; ceases to do business in the ordinary course; or if the customer otherwise desires to do so, Licensee may purchase any offering as set forth in this EULA directly from Licensor. In the event the Licensee purchases the Software or licensors’ other offerings through a Reseller and such Reseller has granted Licensee rights not granted in this EULA, licensees’ sole course of action in the event of a dispute regarding those rights shall be against the Reseller.
21. Disclaimer of Warranties
    LICENSEE ASSUMES THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE SOFTWARE. THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED, LICENSOR SPECIFICALLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND LICENSEE MAY NOT RELY UPON SUCH INFORMATION OR ADVICE.
22. Infringement Indemnity
    Licensor will defend and pay the costs and damages awarded by a court of final jurisdiction arising from any third-party claims brought against Licensee claiming that the Software infringes a United States patent or copyright of a third-party. Licensor shall have no liability under this Section unless (a) Licensee notifies Licensor in writing immediately after Licensee becomes aware of a claim or the possibility thereof; and (b) Licensor has sole control of the settlement, compromise, negotiation, and defense of any such action; and (c) Licensee cooperates, in good faith, in the defense of any such legal action. Licensee may retain its own counsel at Licensee’s own expense.
    1. No Liability
       Licensor shall have no liability for any claim of infringement based on (i) Software which has been modified by parties other than Licensor or parties not authorized by Licensor; (ii) Licensee’s use of the Software in combination with data where use with such data gave rise to the infringement claim; or (iii) Licensee’s use of the Software with non-Licensor Software or hardware, where use with such other Software or hardware gave rise to the infringement claim.
    2. Remedies
       If in Licensor’s opinion, the Software becomes or is likely to become, the subject of a claim of infringement, Licensor may, at its option, (i) obtain the right for Licensor to continue using the Software; (ii) replace or modify the Software so it is no longer infringing; or (iii) if (i) and (ii) are not commercially reasonable, terminate the license for the Software. Upon such termination of the license and Customer’s return of the Software, Licensor will refund to Customer, as Customer’s sole remedy for such license termination, all license fees paid by Customer for the terminated license.
       THIS SECTION STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE SOFTWARE.
23. Limitation of Liability
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, LOST BUSINESS INFORMATION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODSOR SERVICES), EVEN IF LICENSOR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S CUMULATIVE LIABILITY TO LICENSEE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND SHALL NOT EXCEED THE FEES ACTUALLY PAID BY LICENSEE TO LICENSOR OR ITS AUTHORIZED RESELLER FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF LICENSOR’S LICENSE HEREUNDER, AND LICENSEE ACKNOWLEDGES THAT LICENSOR WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE TO LICENSEE WITHOUT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY HEREIN. LICENSEE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND SHALL NOT EXCEED THE FEES ACTUALLY PAID BY LICENSEE TO LICENSOR OR ITS AUTHORIZED RESELLER FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF LICENSOR’S LICENSE HEREUNDER, AND LICENSEE ACKNOWLEDGES THAT LICENSOR WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE TO LICENSEE WITHOUT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY HEREIN.
24. Term and Termination
    The Agreement shall commence on the date the Licensee agrees to the terms of this Agreement by clicking the “I Accept” button and download/install the Software and continues until the perpetual or subscription licenses granted in accordance with the Agreement have expired or been terminated. Wherein the Licensee uses the Software for a free trial period and does not purchase a perpetual or subscription license before the end of that period, Agreement will terminate at the end of free trial period.
    1. Termination by Licensee
       Licensee may terminate this EULA at any time by giving 30 days written notice to Licensor and complying with the conditions of clause.
    2. Termination by Licensor
       Licensor may terminate this EULA immediately by giving written notice to Licensee if:
       1. Licensee fails to pay any fees which are due and payable under this EULA within 30 days;
       2. Licensee fails to comply with any term or condition of this EULA;
       3. Licensee becomes bankrupt or insolvent; or
       4. Licensor is required to do so by law (e.g. where the provision of the Software or support and maintenance to Licensee is or becomes unlawful).
    3. Consequences of Termination
       Upon termination or expiry of this EULA for any reason the Licensee must:
       1. immediately pay any outstanding amounts owed to Licensor under this EULA and with respect to any license under a Subscription Package, all remaining subscription fee installments over the subscription period;
       2. remove the Software from each server and each computer or terminal on which it is installed;
       3. cease all use or exploitation of any intellectual property or confidential information of Licensor relating to the Software; and
       4. deliver up or destroy (at licensors’ option) all copies of the Software and Documentation that are in the possession of license.

You acknowledge and agree that Licensor shall not be responsible for any loss, damage or injury suffered by You and Your Authorized Users arising out of or in connection with the Software or use thereof, and agree to indemnify and hold harmless Licensor and its employees, officers, agents, directors, affiliates etc from any claims, liabilities, losses, damages, demands, actions, expenses and costs, including, without limitation, attorney’s fees and court costs arising out of or in connection with any of the following(i) Your breach of any covenant, obligation, representation or warranty in this EULA;(ii) Your Authorized User's use of the Software; (iii) any third-party infringement or misappropriation by or through use of the Software in a manner other than as permitted in this EULA (iv) your violation of law, including but not limited to any law or regulation relating to the privacy and/ or security of your Authorized Users and their devices.

25. Survival Clause
    Expiry or termination of this EULA for any reason does not affect the rights and obligations of either party arising prior to termination. Clauses under heading (i) Definitions (ii) Ownership (iii) Third-Party Software (iv) Restrictions on Use (v) Confidentiality(vi)Limitation of Liability (vii) Disclaimer of Warranty (viii) Consequences of Termination (ix) General survive the termination or expiry of this EULA for any reason.
26. Compliance
    Licensee must ensure that users comply with the obligations under this EULA. Licensee will duly observe all of its’ obligations under any relevant data protection law or regulation that may apply to the relationships contemplated under this EULA, including specifically, any obligation for Licensee to configure the Software and/or Hosted service in accordance with all applicable laws and regulations. Further, as required by applicable law or regulation, Licensee will notify users that any customer content/licensee data provided as part of the Software and/or Hosted service will be made available to a third-party i.e (Licensor) as part of the Licensor providing the Software and/or Hosted Service.
27. Transparency
    Licensor has documented its processing and publishes this in its privacy notice. This can be found on the Website.
28. Software Operation Disclaimer
    The use of Software may cause the emergency call/emergency dial feature to cease to operate in the devices on which the Software is installed. 42Gears is not aware of Licensee’s intended use of the Software and does not make any representation that the Software will meet the requirements of the Licensee. Licensee alone is responsible to determine the Software’s suitability for Licensee’s intended usage. Licensor will not be responsible for any excessive data usage due to any user action or application error in the Software. Notwithstanding anything to the contrary in this Agreement, Licensor will not be liable for any damages (direct, indirect or consequential) arising from device malfunction caused by the operation of the Software. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High-Risk Activities. Licensee assumes all risk of loss or damage for use of the Software in High-Risk Activities.
29. Marketing
    Licensee hereby permits Licensor to use Licensee’s trademarks, trade name and logo for the purpose of listing Licensee in its general list of customers. Licensee also permits Licensor to bring out press releases and will be open to provide endorsement quotes for Licensor’s marketing purposes, provided Licensor obtains prior written approval on such press releases and quotes. Licensor shall comply with Licensee’s guidelines regarding use of Licensee’s trademarks, trade name and logo as advised by Licensee.
    1. The Licensee acknowledges and agrees that the Licensor offers and licenses the Software online in accordance with Licensor’s applicable laws. The Licensee warrants that the Licensee will comply with Licensee’s applicable laws in downloading and/or using the Software pursuant to this Agreement. Licensee further warrants that it will not use the Software (i) either in its entirety or (ii) any features/functionalities of the Software, if the Software or any feature/functionality of the Software is not in compliance with Licensee’s applicable laws and Licensee will indemnify Licensor, its affiliates and their directors, officers, employees and agents from any third-party claims, losses, damages or penalties (including reasonable attorney fees) arising from Licensee’s breach of this warranty.
30. EULA Applies to Updates
    Upon installation of an Update, the license granted under this EULA will apply to such Update (to the extent varied by any additional terms and conditions made available to Licensee by the Licensor at www.42Gears.com) and all rights in respect of the previous version of the Software will lapse and no further use of the previous version of the Software is permitted.
31. General
    1. Entire Agreement Clause
       This EULA constitutes the entire Agreement between 42Gears Mobility Systems Private Limited and the Licensee in relation to its subject matter and any prior representations, statement or undertaking howsoever made, are expressly excluded.
    2. Amendments
       Licensor reserves the right to modify the terms of this EULA from time to time and any such modifications will take effect once published on Licensor’s Website or otherwise notified to Licensee.
    3. Severance
       If any provision of this EULA is declared illegal or unenforceable, such provision is to be severed from this EULA and all other provisions of this EULA will remain in full force and effect.
    4. Waiver
       Any delay or failure by the Licensor in enforcing its rights under this EULA is not to be construed as a waiver of those rights.
    5. Assignment
       The Licensee may not assign, sub-contract or otherwise transfer any of the Licensee’s rights or obligations under this EULA unless the Licensor has given its prior written consent.
    6. Force Majeure
       Except for payment obligations hereunder, either party shall be excused from performance of non-monetary obligations under this Agreement for such period of time as such party is prevented from performing such obligations, in whole or in part, due to causes beyond its reasonable control, including but not limited to, delays caused by the other party, acts of God, war, terrorism, criminal activity, civil disturbance, court order or other government action, third-party performance or non-performance, strikes or work stoppages, provided that such party gives prompt written notice to the other party of such event.
    7. Not Contingent
       The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Software nor dependent on any oral or written public comments made by regarding future functionality or features of the Software.
    8. Dispute Resolution
       The parties agree to attempt to resolve disputes without extended and costly litigation. The parties will: (1) communicate any dispute to other party, orally and in writing; (2) respond in writing to any written dispute from other party within 15 days of receipt; (3) if satisfactory resolution does not occur within 60 days of initial written notification of the dispute, and if both parties do not mutually agree to a time extension, then either party may seek a remedy in court.
    9. Dispute
       A party to this Agreement claiming that a dispute has arisen under or in relation to this Agreement must give written notice to the other party specifying the nature of the dispute and the parties’ representatives must endeavor in good faith to resolve the dispute expeditiously prior to commencing any formal proceedings.
    10. Governing Law
        This EULA is governed by the laws of India, with exclusive jurisdiction in Bangalore courts, regardless of where Licensee accepts or uses the Software.