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CTTEC FZCO AND CTX TECH PVT LIMITED PROVIDES THE SOFTWARE AND SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE END USER LICENSE AGREEMENT (EULA) OF THE SOFTWARE DEVELOPERS. BY CLICKING THE “ACCEPT” BUTTON BELOW, AND/OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, SUBSCRIBERS AND SOFTWARE USERS (A) ACCEPTS THIS AGREEMENT AND AGREES THAT SUBSCRIBERS AND SOFTWARE USERS IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, SUBSCRIBERS AND SOFTWARE USERS IS 18 YEARS OF AGE OR OLDER; AND (II) SUBSCRIBERS AND SOFTWARE USERS HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND SUBSCRIBERS AND SOFTWARE USERS TO ITS TERMS.

1. CTtec FZCO and CTx Tech Pvt Limited Support Services

CTtec FZCO and CTx Tech Pvt Limited may provide Technical Support services to Subscribers and software users, which include telephone, electronic mail, and Internet based support to assist Subscribers and software userss regarding the use of CTtec FZCO and CTx Tech Pvt Limited Software and Services and will use reasonable efforts to respond in a timely manner.

2. CTtec FZCO and CTx Tech Pvt Limited Expert Services

2.01. Expert Services can be ordered exclusively through the CTtec FZCO and CTx Tech Pvt Limited Website and the Software Developers Webstore. Expert Services include CTtec FZCO and CTx Tech Pvt Limited Trainings, Mentoring, Fit-for-purpose courses and Analysis projects.

3. Practitioner Licenses.

3.01. A Practitioner License is a Subscription granting rights and benefits to a specific named user by the software developer. The Subscription Term for a Practitioner License is the twelve-month term (the “Term”) starting on the date set forth in the invoice.

3.02. CTtec FZCO and CTx Tech Pvt are the Software reseller and associated service provider. Subscribers and software users shall pay Subscription and license Fees for each software and Practitioner License purchased through CTtec FZCO and CTx Tech Pvt Limited.

3.03. A Practitioner License may be re-assigned by THE SOFTWARE DEVELOPER upon the request of the Subscribers and software users, subject to the following restrictions. After an initial 24-hour open user assignment period, during which time Subscribers and software users may reassign the Practitioner License one or more times, the Practitioner License will then be locked for 30 days, during which time no assignments can be made. At the end of that 30-day period, the Practitioner License will again be available for re-assignment, if necessary. Any re-assignment will start the 24-hour open user assignment period again, followed by a 30-day lock.

GENERAL TERMS AND CONDITIONS

4. Payment Terms

4.01. The Subscribers and software users must pay CTtec FZCO and CTx Tech Pvt Limited all fees set forth in the webstore order form without set off, delay, or chargeback using the payment methods identified in the webstore.

4.02. If any payment has not been made in accordance with this Agreement, CTtec FZCO and CTx Tech Pvt Limited may, at its absolute discretion, immediately cease providing the Software and Services.

4.03. All prices are exclusive of Value Added Tax (VAT) and/or any other levies or taxes imposed.

4.05. Software price may change without prior notice. Refer CTtec FZCO and CTx Tech Pvt Limited quotation for the current and valid price.

5. Proprietary Information.

5.01. Subscribers and software users understands and agrees that CTtec FZCO and CTx Tech Pvt Limited may, in connection with the provision of Subscriptions, Software and Services hereunder, disclose to Subscribers and software users confidential, Software developers and license providers proprietary and technical information pertaining to CTtec FZCO and CTx Tech Pvt Limited Products and to CTtec FZCO and CTx Tech Pvt Limited’s technology and business practices (collectively “Proprietary Information”). Subscribers and software users agrees to treat all Proprietary Information in accordance with this Section 5.

5.02. Subscribers and software users shall maintain the confidentiality of all Proprietary Information. Subscribers and software users shall not reproduce or copy Proprietary Information except as permitted in this Agreement or as may be expressly authorized in writing in advance by Software developers and license providers. All such copies shall be marked by Subscribers and software users as proprietary and confidential information.

5.03. Subscribers and software users shall only use Proprietary Information in furtherance of this Agreement and may disclose Proprietary Information only to those employees required to have knowledge of same to perform their duties pursuant to this Agreement. Subscribers and software users shall not disclose or make Proprietary Information available to any third party at any time.

5.04. Subscribers and software users shall treat Proprietary Information with the same degree of care as it uses to protect its own confidential information, and in no case less than a reasonable degree of care.

5.05. Upon the termination or non-renewal of this Agreement, Subscribers and software users shall return to CTtec FZCO and CTx Tech Pvt Limited or Software developers and license providers or, if so requested, destroy all Proprietary Information in its possession.

5.06. Subscribers and software users shall have no obligation of confidentiality with respect to any Proprietary Information that (i) has entered the public domain other than through a breach of this Agreement, (ii) has been rightfully obtained by Subscribers and software users from a third party with no obligation of confidentiality, or (iii) is previously known by Subscribers and software users as demonstrated by clear and convincing evidence.

5.07. Subscribers and software users shall promptly inform CTtec FZCO and CTx Tech Pvt Limited and Software developers upon knowledge of any actual or potential unauthorized use or disclosure of the Proprietary Information.

6. No Benchmarks.

Subscribers and software users may not disclose the results of any Product testing, including but not limited to benchmarks, to any third party without first obtaining CTtec FZCO and CTx Tech Pvt Limited’s and Software developers written consent to do so.

7. Warranty for Services.

CTTEC FZCO AND CTX TECH PVT LIMITED DOES NOT PROVIDE ANY WARRANTIES ON THE SOFTWARE. REFERE SOFTWARE DEVELOPERS’ TERMS AND CONDITIONS RELATED TO THE WARRENTIES.

8. Term; Termination

8.01. Term. This Agreement and Annual license Subscribers and software users access to purchased CTtec FZCO and CTx Tech Pvt Limited software and services shall become effective as set forth in Section 1.01, shall continue for an initial term of twelve (12) months, and shall automatically renew for terms of like tenure unless either party gives notice of its election to not renew the term at least thirty (30) days prior to the expiration of the then-current term.

8.02. Termination for Material Breach. Either Party may, at its option, terminate this Agreement in the event of a material breach of this Agreement by the other Party. Any such termination may be affected only through a written notice to the other Party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the Party in breach shall have twenty-one (21) days to cure such breach or breaches, and this Agreement shall terminate in the event that such cure is not made by the end of such period; provided, however, CTtec FZCO and CTx Tech Pvt Limited and Software developers and license providers shall have the right to terminate this Agreement immediately if Subscribers and software users breaches any of its obligations under Section 4. The failure of Subscribers and software users to pay an outstanding invoice of CTtec FZCO and CTx Tech Pvt Limited shall always constitute a material breach of this Agreement.

8.03. Consequences of Termination. Upon the termination of this Agreement for any reason, all of the rights and licenses granted to Subscribers and software users in this Agreement shall terminate immediately.

9. Miscellaneous.

9.01. Assignment. Subscribers and software users shall not assign this Agreement or delegate its duties hereunder without prior written consent by CTtec FZCO and CTx Tech Pvt Limited. This Agreement may be assigned by CTtec FZCO and CTx Tech Pvt Limited to any successor in interest to CTtec FZCO and CTx Tech Pvt Limited business or to any direct or indirect wholly owned subsidiary of CTtec FZCO and CTx Tech Pvt Limited Any purported assignment in violation of this provision shall be void and without effect.

9.02. Entire Agreement. This Agreement represents the entire agreement of the parties and supersedes and merges all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof. The terms and conditions of this Agreement and of the applicable CTtec FZCO and CTx Tech Pvt Limited confirmation shall apply to each order accepted or shipped by CTtec FZCO and CTx Tech Pvt Limited hereunder. Any additional or different terms or conditions appearing on a purchase order issued by Subscribers and software users hereunder, even if CTtec FZCO and CTx Tech Pvt Limited acknowledges such terms and conditions, shall not be binding on the parties unless both Parties expressly agree in a separate writing as provided.

9.03. Notices. Notices under this Agreement shall be made or given as of the date of either hand delivery or mailing to such party, if sent prepaid certified mail or next day air delivery. All notices under this Agreement shall be addressed, if to CTtec FZCO and CTx Tech Pvt Limited, to its General Counsel or authorized signatory.

9.04. Force Majeure. CTtec FZCO and CTx Tech Pvt Limited shall not be liable for failure to fulfil the terms of this Agreement due to fire, strike, war, government regulations, acts of God, labour disturbances, acts of terrorism or other causes which are unavoidable and beyond its control.

9.05. Waiver. The failure of either party to insist upon any of its rights under this Agreement upon one or more occasions, or to exercise any of its rights, shall not be deemed a waiver of such rights on any subsequent occasions.

9.06. Survival. The covenants contained in this Agreement which, by their terms, require or contemplate performance by the parties after the expiration or termination of the Agreement (including, but not limited to Sections 5 and 6) shall be enforceable notwithstanding said expiration or termination.

9.07. Severability. The provisions of this Agreement shall be severable and the invalidity or unenforceability of any one provision shall not affect any other unless

9.08. Governing Law. Disputes relating to the software or the engineering services needs to be directed to the software developers or the engineering service providers. CTtec FZCO and CTx Tech Pvt Limited is not responsible for any dispute related to the software or the services prided by the third party. Refer software Developers and the Engineering services providers terms and conditions related to the governing law.

9.09. Independent Contractor. CTtec FZCO and CTx Tech Pvt Limited’s relationship with Subscribers and software users for all purposes hereunder shall be that of an independent contractor and nothing herein shall be construed as creating, at any time, an employer and employee relationship between the Parties.

9.10. Headings. The headings in this Agreement are intended solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement.

10. Definitions.

The capitalized words, terms and phrases in this Agreement shall have the meanings set forth below:

10.01. “Agreement” means the Agreement should also comply with the general agreement of the software developers besides this agreement.

10.02. “CTtec FZCO and CTx Tech Pvt Limited Products” or “Products” mean the software products, data and other materials, previously or hereafter (including software products, data and other materials acquired, promoted or resell by CTtec FZCO and CTx Tech Pvt Limited during the term of this Agreement) distributed by CTtec FZCO and CTx Tech Pvt Limited through delivery mechanisms determined in CTtec FZCO and CTx Tech Pvt Limited’s sole discretion through download that CTtec FZCO and CTx Tech Pvt Limited makes available to Subscribers and software users typically in Object Code form only, for licensing hereunder, including Updates and Upgrades thereto.

10.03.”Country” means the country: (i) where the Product is first obtained from CTtec FZCO and CTx Tech Pvt Limited or (ii) specified in the purchase order for which a Production Use copy of the Product may be made or the Product is authorized to be used.

10.04. “Documentation” means descriptive, interactive or technical information resources pertaining to Products, Subscriptions or Services.

10.05. “Effective Date” means the date indicated on the Invoice.

10.06. “Proprietary Information” shall be defined as set forth in Section 5 herein.

10.07. “Subscribers and software users” shall be defined as set forth on the front page of this Agreement, and with respect to Use of Products the term “Subscribers and software users” shall refer to: (i) one of Subscribers and software users full-time, part-time, or temporary employees; or (ii) agency temporary personnel or an independent contractor engaged in Production Use and working under Subscribers and software users direct supervision and control.

10.08. “Subscription Fee, software license or the services fee” means the fee published from time to time in CTtec FZCO and CTx Tech Pvt Limited’s sole discretion.

10.09. “Subscription Term” shall be defined as set forth in Section 8 herein.

10.10. “Technical Support” means telephone, Internet and electronic mail-based support to assist a Subscribers and software users with the use of the Subscription.

10.11. “Update” means a maintenance release of a Product by the software developers.

10.12. “Upgrade” means a commercial release of a Product which has substantial added functionality over the Product it is intended to replace by the software developers.

10.13. “Usage Data” means such data or information as CTtec FZCO and CTx Tech Pvt Limited and the software developer may collect relating to Subscribers and software users’s installation, access or use of Products, Product features and functionality, and other services.

10.14. “Use” (whether or not capitalized) means utilization of the Product and/or Services by an individual.

EULA for software sold by CTtec FZCO and CTx Tech Pvt Limited

Software End-User License Agreement (“EULA”) is a legal agreement between the software buyer or the users (either an individual or a single entity) and the software developer. Refer software developers’ terms and conditions related to the EULA

Return policy for software sold by CTtec FZCO and CTx Tech Pvt Limited

Software return policy is governed by the terms and conditions of the companies who are the developer of the softwares. Depending on the softwares and the services, CTtec FZCO and CTx Tech Pvt Limited may have own return policy related to a particular product or brand which will be addressed on basis of individual purchase.

Annual Maintenance agreement of the software sold by CTtec FZCO and CTx Tech Pvt Limited

Software Annual Maintenance policy is governed by the terms and conditions of the companies who are the developer of the softwares. Refer software developers’ Annual Maintenance agreement for terms and conditions related to the AMC.