End User License Agreement

This End User License Agreement ("Agreement" or "EULA") is a legal agreement between you ("Customer", "you" or "your") and Softaken Software ("Softaken", "we", "us" or "our") governing your use of Softaken software products and related documentation and services (collectively, the "Software").

By downloading, installing, activating, purchasing, accessing or using the Software, you agree to be bound by this Agreement.

If you do not agree to these terms, do not download, install, activate, access or use the Software.

If you accept this Agreement on behalf of a company, organization or other legal entity, you represent that you have authority to bind that entity to this Agreement.

The Software is licensed, not sold.

Subject to payment of applicable fees and compliance with this EULA, Softaken grants Customer a limited, non-exclusive, non-transferable and non-sublicensable license to use the Software during the applicable License Term and within the scope of the License purchased.

The License does not transfer ownership of the Software or any intellectual property rights to Customer.

All rights not expressly granted under this Agreement are reserved by Softaken and its licensors.

The applicable purchase/order, quotation, invoice, License Certificate or other licensing document determines the commercial scope of the License, including, where applicable:

• Software product;
• License Type;
• license quantity;
• permitted computers, devices or users;
• License Term;
• Support Term; and
• other applicable usage limitations.

Customer's use of the Software is limited to the rights actually purchased.

No additional rights are granted merely because Customer has purchased or obtained the Software.

Softaken may offer different License Types, including Personal, Business, Enterprise, Government/Public Sector, Trial, Subscription, Perpetual or other licenses.

Softaken may use activation, registration and license-verification mechanisms.

License keys, activation codes and registration credentials are provided for authorized use only.

Customer shall not:

• share license keys with unauthorized users;
• publish license keys;
• resell or transfer license keys;
• duplicate or modify license keys;
• bypass activation;
• disable license verification; or
• circumvent technical licensing restrictions.

Softaken may suspend or deactivate a License where there is reasonable evidence of piracy, fraudulent activation, unauthorized use or material License violation, subject to applicable law.

Customer may use the Software only:

• within the purchased License scope;
• for the permitted purpose;
• on permitted systems;
• by permitted users; and
• in accordance with the applicable Documentation.

Customer is responsible for ensuring that its Authorized Users comply with this EULA.

Except where expressly permitted by applicable law or Softaken in writing, Customer shall not:

• sell, resell, rent, lease or lend the Software;
• sublicense, assign or transfer the Software or License;
• distribute the Software to unauthorized third parties;
• provide the Software to unauthorized users;
• exceed the purchased License limitations;
• reverse engineer, decompile or disassemble the Software;
• attempt to obtain or access source code;
• modify the Software or create derivative works;
• remove copyright, trademark or proprietary notices;
• bypass or disable licensing mechanisms;
• use the Software to provide unauthorized hosted or managed services;
• use the Software as an unauthorized SaaS or Application Service Provider solution;
• use the Software to develop or assist in developing a competing product;
• reproduce the Software's proprietary technology or user interface for competitive purposes;
• use the Software for unlawful purposes; or
• assist another person in performing any prohibited activity.

Nothing in this section restricts rights that applicable law expressly grants and that cannot legally be restricted by contract.

Unless expressly permitted by the applicable License or Order, Customer shall not operate the Software on shared servers, hosted environments, cloud environments, terminal servers, remote desktop environments or similar infrastructure in a manner that provides access beyond the purchased License scope.

Customer shall not use the Software to provide services to third parties where the Software's functionality itself is being provided as a hosted, managed or outsourced service without Softaken's prior written authorization.

Customer may create reasonable backup or archival copies of the Software for legitimate backup, archival or disaster-recovery purposes.

Backup copies may not be used to increase the number of authorized installations, users or devices.

The Software and all related intellectual property are owned by Softaken and/or its licensors.

This includes:

• source code;
• object code;
• algorithms;
• designs;
• interfaces;
• databases;
• documentation;
• trademarks;
• logos;
• copyrights;
• patents;
• trade secrets;
• know-how; and
• other proprietary rights.

Customer receives only the limited License expressly granted under this Agreement.

No ownership interest is transferred to Customer.

Customer retains ownership of Customer Data processed through the Software.

Softaken does not acquire ownership of Customer Data merely because Customer uses the Software to process such data.

Customer is responsible for:

• having lawful rights to access and process its data;
• maintaining appropriate backups;
• protecting its systems and credentials; and
• verifying important Software output.

Certain Softaken products perform data recovery, extraction, conversion, migration, repair, export, analysis or other data-processing functions.

Successful results may depend on the condition and characteristics of source data, including corruption, encryption, passwords, missing information, unsupported formats, damaged storage media, operating-system limitations and third-party applications.

Softaken does not guarantee complete recovery, conversion, extraction, migration, repair or reconstruction of every file, message, attachment, database, record, metadata element or other data item.

Customer should maintain independent backups of important data.

Softaken will handle information collected through its websites, licensing systems and support services in accordance with its applicable Privacy Policy.

Customer is responsible for implementing appropriate security controls, access controls and backups for its systems and data.

Softaken does not guarantee protection against every malware infection, cyberattack, unauthorized access, hardware failure, operating-system failure, third-party failure or data-loss event.

Each party may receive confidential information from the other party.

The receiving party shall use reasonable care to protect confidential information and shall not disclose it except:

• to authorized personnel who need to know;
• to professional advisers subject to confidentiality obligations;
• where required by law; or
• with the disclosing party's authorization.

Confidential information does not include information that is publicly available without breach, was lawfully known before disclosure, is independently developed or is lawfully received from a third party without confidentiality restrictions.

The Software may interact with third-party applications, operating systems, libraries, APIs, file formats or services.

Third-party components may be subject to separate license terms.

Softaken is not responsible for changes, discontinuation, incompatibility or failures caused by third-party products outside Softaken's reasonable control.

Softaken may provide updates, patches, bug fixes, maintenance releases and improvements according to the applicable License and Support Services.

Unless expressly included in the applicable Order, purchase of the Software does not provide unlimited access to all future major versions, upgrades or separate Softaken products.

Support Services are provided only to the extent included in the applicable License, Subscription, Maintenance Plan or Order.

Support may include technical assistance, troubleshooting, product guidance, patches, fixes and updates.

Unless expressly agreed otherwise, Support does not include:

• custom software development;
• unlimited consulting;
• Customer system administration;
• third-party system administration;
• guaranteed data recovery; or
• unlimited on-site services.

The applicable Order determines the Support Term and scope.

Customer shall pay the fees specified in the applicable Order, invoice or purchase documentation.

Payment terms shall be those stated in the applicable transaction.

Applicable taxes, duties and government charges may apply where required by law.

Softaken may authorize resellers and distributors to sell the Software.

A reseller may not, without Softaken's written authorization:

• expand the License scope;
• grant source-code rights;
• waive Softaken's intellectual-property rights;
• increase Softaken's liability;
• grant unlimited deployment rights; or
• impose additional contractual obligations on Softaken.

Reseller or Customer purchase-order terms do not modify this EULA unless expressly accepted in writing by an authorized Softaken representative.

If Customer is a government or public-sector entity, any mandatory rights or terms required by applicable law or a duly executed government contract shall apply to the extent legally required.

Except for such mandatory requirements, this EULA and the applicable Order shall govern the License.

Government status alone does not grant rights beyond the purchased License.

Softaken may use reasonable mechanisms to verify compliance with the purchased License.

Where Softaken has reasonable grounds to believe that the Software is being used materially outside the purchased License scope, Softaken may request reasonable information or certification demonstrating License compliance.

Any compliance verification shall be conducted in a reasonable and proportionate manner and, where applicable, in accordance with the Customer's contractual and legal requirements.

Softaken will not unnecessarily access Customer Data for the purpose of ordinary License verification.

Softaken warrants that, during the applicable warranty period, the Software will substantially perform the material functions described in the applicable Documentation when used according to that Documentation.

The warranty does not cover:

• unauthorized modification;
• misuse;
• accident;
• unsupported environments;
• hardware failure;
• third-party failures;
• operating-system changes;
• corrupted source data;
• password or encryption restrictions;
• use outside Documentation; or
• Trial Software unless expressly stated otherwise.

If the Software materially fails to meet the applicable warranty, Softaken may, at its reasonable discretion:

• correct the defect;
• provide a workaround;
• provide a replacement; or
• where required by applicable law or the applicable Order, provide an appropriate refund.

These remedies are subject to applicable law and the applicable Order.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED IN THIS EULA, THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

SOFTAKEN DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND UNINTERRUPTED OR ERROR-FREE OPERATION.

SOFTAKEN DOES NOT WARRANT THAT THE SOFTWARE WILL MEET EVERY CUSTOMER REQUIREMENT, OPERATE WITHOUT INTERRUPTION, BE COMPLETELY ERROR-FREE, RECOVER EVERY FILE OR DATA ITEM, PRODUCE PERFECT RESULTS OR REMAIN COMPATIBLE WITH EVERY FUTURE THIRD-PARTY PRODUCT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTAKEN AND ITS LICENSORS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA, PROFITS, REVENUE, BUSINESS, GOODWILL, USE OR BUSINESS INTERRUPTION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTAKEN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PARTICULAR SOFTWARE LICENSE OR SERVICES GIVING RISE TO THE CLAIM SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO SOFTAKEN FOR THAT PARTICULAR LICENSE OR SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTHING IN THIS EULA LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE LIMITED.

If a third party makes a valid claim that unmodified Software supplied by Softaken infringes its intellectual-property rights, Softaken may, at its reasonable discretion:

• modify the Software;
• replace the affected Software;
• obtain rights allowing continued use; or
• terminate the affected License and provide an applicable refund where appropriate.

Softaken is not responsible for claims arising from Customer modifications, Customer specifications, unauthorized combinations, unauthorized use or use outside Documentation.

Customer is responsible for its use of the Software, Customer Data and compliance with applicable law.

Customer shall be responsible for third-party claims arising from:

• unauthorized use of the Software;
• Customer Data;
• Customer modifications;
• violation of applicable law;
• unauthorized combinations with third-party products; or
• use outside the purchased License scope,

except to the extent such responsibility cannot legally be imposed.

Nothing in this section requires a government entity to assume an obligation prohibited by applicable law.

Unless expressly agreed in writing, the Software is not designed or licensed as a safety-critical system for life-support systems, nuclear facilities, aircraft control, weapons control, emergency response systems, medical life-critical systems or other environments where Software failure could reasonably result in death, serious injury or catastrophic physical damage.

Customer shall comply with applicable export-control, sanctions, trade and other applicable laws.

Customer shall not use, export, re-export, transfer or provide the Software in violation of applicable law.

Softaken may suspend or terminate a License for material breach of this EULA, including:

• unauthorized use;
• piracy;
• license-key sharing;
• unauthorized distribution;
• material intellectual-property infringement;
• circumvention of licensing controls;
• unlawful use; or
• non-payment.

Where reasonably appropriate, Softaken will provide notice and an opportunity to cure the breach.

Softaken may terminate immediately where the breach involves fraud, piracy, deliberate circumvention of licensing controls, unlawful conduct or a breach that cannot reasonably be cured.

Upon expiration or termination:

• Customer shall cease using the affected Software;
• uninstall or remove the Software where applicable;
• destroy unauthorized copies;
• stop using associated License keys; and
• pay undisputed amounts that remain due, subject to applicable law.

Provisions concerning ownership, intellectual property, confidentiality, restrictions, disclaimers, limitation of liability and other provisions intended to survive shall remain effective.

Refunds shall be governed by Softaken's applicable Refund Policy and the applicable Order.

Where applicable law requires different refund terms, those requirements shall apply.

Stopping use of the Software does not automatically create a refund right.

Customer may not assign, transfer or delegate its License or obligations without Softaken's prior written consent, except where prohibited by applicable law or expressly permitted in the applicable Order.

Any permitted transferee must comply with this EULA.

Customer may provide suggestions, recommendations, ideas or feedback regarding the Software.

Softaken may use such feedback to improve its products and services without compensation, provided that Customer's confidential information is not disclosed.

Customer's pre-existing intellectual property remains Customer's property.

Softaken will not publicly identify a Customer or use its name or logo for marketing or publicity purposes without appropriate authorization, except where disclosure is required by applicable law.

Unless a separately signed agreement provides otherwise, the following order applies in the event of a conflict:

• separately signed agreement or amendment;
• applicable Order or License Certificate;
• this EULA;
• applicable product-specific terms; and
• general Softaken website information.

Customer or reseller purchase-order terms do not modify this EULA unless expressly accepted by an authorized Softaken representative.

Mandatory applicable law shall apply where legally required.

Softaken may update this EULA from time to time.

The version applicable to a particular purchase shall generally be the version identified at the time of purchase or incorporated into the applicable Order.

Material changes shall not retroactively expand material obligations relating to a previously purchased Perpetual License except where required by applicable law or expressly agreed.

If any provision of this EULA is held invalid or unenforceable, the remaining provisions shall remain effective.

Softaken's failure to enforce any provision does not constitute a waiver of that provision or any other right.

Any waiver must be expressly provided in writing by an authorized representative.

This EULA, together with the applicable Order, License Certificate, applicable product-specific terms and any written amendment expressly incorporated into the transaction, constitutes the entire agreement concerning the Software.

It supersedes prior discussions and representations concerning the same subject matter, except where expressly incorporated into a controlling written agreement.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

Subject to mandatory applicable law and any contract that legally requires a different dispute-resolution mechanism, the courts located in New Delhi, India shall have exclusive jurisdiction over disputes, claims or proceedings arising out of or relating to this Agreement, the Software or the applicable License.

The parties shall first attempt in good faith to resolve disputes through reasonable business discussions.

If a dispute cannot be resolved through such discussions, it may be submitted to the courts having jurisdiction under Section 40, subject to mandatory applicable law.

Customer may accept this EULA by:

• clicking "I Accept" or "I Agree";
• downloading the Software;
• installing the Software;
• activating the Software;
• purchasing the Software; or
• signing an applicable Order.

Electronic acceptance shall have the same effect as written acceptance to the extent permitted by applicable law.

Legal notices shall be provided in writing through the contact information published by Softaken Software or specified in the applicable Order.

Where a transaction requires a specific contractual notice procedure, that procedure shall apply.

The provisions concerning ownership, intellectual property, confidentiality, restrictions, Customer Data, disclaimers, limitation of liability, indemnification, governing law, dispute resolution and other provisions intended by their nature to survive shall survive expiration or termination.

The Software is licensed only for the specific Software product, License Type, quantity, permitted users/devices where applicable, purpose and License Term purchased by Customer.

No additional rights are granted by implication.

A special License, amendment or contractual right granted to one Customer does not automatically extend to another Customer, organization, affiliate, government agency, reseller, department or future purchase.

Softaken Software retains all rights not expressly granted under this EULA.