Softworld (India) Pvt. Ltd. License Agreement for RETAIL GRAPH (Software solution for distributors and stockists). IMPORTANT - PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS: This Softworld (India) Pvt. Ltd. License Agreement for RETAIL GRAPH software (the "Agreement") is a legal agreement between you or the company that you are authorized to represent ("You") and Softworld (India) Pvt. Ltd., Jaipur ("SWIL").This Agreement governs your use of the accompanying RETAIL GRAPH computer software programs, including all documentation (printed and electronic manuals, guides, bulletins, and online help) and any modifications, updates, revisions or enhancements received by You from SWIL or its dealers (the 'Program'). You acknowledge and accept the terms and conditions of this Agreement by installing this computer software. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD IMMEDIATELY CANCEL THE INSTALLATION PROCESS AND RETURN THE PACKAGE AND ITS CONTENTS TO Softworld (India) Pvt. Ltd. IN ACCORDANCE WITH SWIL'S RETURN POLICY. YOU MUST REGISTER AS A LICENSEE WITHIN THE FIRST FORTY-FIVE (45) Days of usage OR THE SOFTWARE WILL BECOME DISABLED.Please note that the software license can be registered only once in your firm or company's name and you will be able to use the program only for that particular firm or company. If You are a new customer and return the software within fifteen (15) days from your payment of the associated license fee, before registration of software license in your name, as evidenced by your receipt, SWIL will refund the license fee. 1.GRANT OF LICENSE Subject to your compliance with all terms of this Agreement, SWIL hereby grants to You a limited, nontransferable, non-exclusive license to use the Program under the terms stated in this Agreement for use in your business or profession.The grant of rights hereunder to the Program is not a sale of the Program or any portion thereof and does not convey any rights of ownership in the Program.SWIL reserves all rights not expressly granted by this Agreement and You hereby acknowledge that all title and ownership of the Program and all associated intellectual property rights are and shall remain with SWIL. 2.LICENSE RESTRICTIONS This Agreement does not include the right to perform any of the following and You agree to refrain from performing any of the following: a. You may not make copies, translations, or modifications of or to the Program or any portion thereof, except You may make one (1) copy of the Program for backup purposes in support of your use of the Program. You may make a second copy of the Program for use on either (i) your home computer; or (ii) a portable computer that You own or use in your business or profession, to the extent that such computer is used by You as a secondary computer only for viewing reports.You must reproduce all copyright, trademark, trade secret and other proprietary notices on any such copies of the Program.All copies of the Program are subject to the terms and conditions of this Agreement. b. If You have licensed a single-user version of the Program, the Program shall be used and accessed solely in accordance with a single user arrangement. "Single-user arrangement," as used herein, means that the Program and any data stored on a local area network is accessed by one user.The Program may be used by You at a single location on a single computer, which You own or use in your business or profession and for which the Program is designed to operate. You also have the right to use the single-user version of the Program on a local area network provided You only access the Program from one computer at a time. c. If You have licensed a multi-user version of the Program, the Program shall be used and accessed solely in accordance with a multiple user arrangement. "Multiple-user arrangement," as defined herein, means that the Program and any data stored on a local area network may be accessed by multiple licensed users concurrently. If You have licensed a Multi-User License Pack (the right to install the Program on more than one computer and the right to access the same data concurrently from more than one computer, up to a predefined limit), You may make copies of the Program and install it on separate computers up to the predefined limit and You may access the same data concurrently up to the predefined limit. You also have the right to use the multi-user version of the Program on a local area network provided the number of computers permitted to access the Program concurrently corresponds to the number of licenses you have purchased up to a pre-defined limit. This predefined limit is based on no. of users for which you have paid license fees. d. You may use any shareware program for backup of data. You may need to register the same at your own. e. You may not use this Program within a Windows Terminal Server environment. f. You may not sell, distribute, lease, rent, sublicense, modify, change, alter, assign or transfer the Program or this license, except that You may transfer the license to a party that purchases all or substantially all of the assets of your business, provided that You notify SWIL in writing prior to the distribution of the Program to the purchasing party, and the purchasing party agrees in writing to be bound by the Agreement . You may not reverse-engineer, reverse-translate, disassemble, or decompile the Program, or any portion thereof, or otherwise attempt to discover the source code or structural framework of the Program.You may not create any derivative work based upon the Program by altering, modifying or translating the code of the Program.You may not obscure or remove any copyright or trademark notice from the Program. g. SWIL reserves all rights not expressly granted to You in this Agreement. 3. LIMITED WARRANTY a. The following limited warranty applies to You only if You are the original licensee of the Program.SWIL warrants that the Program substantially conforms to the specifications contained in the User's Guide that was included in the original packaging with Your RETAIL GRAPH software (the "Documentation") for a period offifteen (15) days from Your purchase, as evidenced by Your receipt (the "Limited Warranty Period"), provided that the Program is used on the computer operating system for which it was designed. SWIL further warrants that the media on which the Program is furnished will be free from defects in material or workmanship for the Limited Warranty Period.Receipt of revisions or upgrades to the Program shall not restart or otherwise affect the warranty period for previously delivered copies.All warranties stated in this Agreement apply only when the Program is used within India and its territories.SWIL does not represent or warrant that your use of the Program will be uninterrupted or error free. b. Provided you notify SWIL in writing during the Limited Warranty Period of a substantial non-conformity between the Documentation and the Program, and if SWIL is able to replicate and verify that such substantial non-conformity exists, SWIL shall replace or correct the Program, at SWIL's sole option, so that the Program substantially conforms to the specifications or replace the defective media, as the case may be, or You may return all copies of the Program and SWIL shall remit to you the license fee You paid, up to the amount of SWIL's suggested list price for the Program.This section 3b states your SOLE AND EXCLUSIVE REMEDY for any breach of warranty hereunder. c.No employee, agent or representative of SWIL, nor any reseller (including the person or company who sold You the Program) or any other third party, is authorized to make any warranty with respect to the Program, except those expressly stated in sections 3(a) and 3(b) of this Agreement,and You may not rely on any such unauthorized warranty. 4.DISCLAIMER OF WARRANTIES a.The foregoing warranties and remedies are exclusive. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTIONS 3(a) AND 3(b) OF THIS AGREEMENT, SWIL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM AND ANY SERVICES FURNISHED IN CONNECTION WITH THIS AGREEMENT.SWIL DOES NOT WARRANT THAT THIS SOFTWARE IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS, OR OMISSIONS. SWIL SPECIFICALLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION: (I) OF MERCHANTABILITY; (II) FITNESS FOR A PARTICULAR PURPOSE; (III) OF NON-INFRINGEMENT; OR (IV) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. b.SWIL SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE OPERATION OF THE PROGRAM ON OTHER THAN THE COMPUTER AND OPERATING SYSTEM IDENTIFIED IN THE DOCUMENTATION, ACTS OF ABUSE OR MISUSE BY YOU OR MODIFICATIONS OR UNAUTHORIZED REPAIRS.SWIL SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE PROGRAM OR ANY OTHER ITEMS OR SERVICES PROVIDED BY SWIL. 5.DISCLAIMER REGARDING ADD-ON PRODUCTS AND SERVICES Optional products and services including, but not limited to, RETAIL GRAPH (Full Version) are available to You through the Program and may require approval by a third party, internet access, and/or additional fees, and may also require You to accept a separate license agreement or abide by terms and conditions for use. SWIL requires that if You use the Add-On Products and Services, You be licensed on a supported version of both the Product and any Add-On Products and Services.If you are not on a supported version, as set forth in the SWIL Software Obsolescence Policy located on the SWIL Web site at www.swindia.com/support/Obsolescence_Policy.cfm, You must license an upgrade to the latest version. Pre-printed checks and forms are not included with this Program. Preprinted forms may be ordered from a local supplier. 6.DISCLAIMER REGARDING LINKS TO EXTERNAL SITES The Program includes links to other Web sites on the Internet that are owned and operated by third parties not under the control of SWIL.SWIL provides the links for Your convenience only and does not provide a warranty of any type regarding the actions of such third parties or the security of information sent to such third parties while You are using their Web sites.Under no circumstances shall SWIL, or its subsidiaries or affiliates, be responsible or liable in any way for the availability of services or products offered, or the content located on or through, any such third party's Web site. 7.EXPORT RESTRICTIONS The Parties shall abide by all foreign and Indian central, state and local laws, ordinances, rules and regulations applicable to the transactions contemplated hereunder.You agree to comply to the extent applicable with the Indian Authorities. 8.SUPPORT SWIL disclaims any responsibility to provide any customer support except as may be agreed under a separate agreement to render support services.Upon registration of the Program (i) new licensees will receive free Upgrades and free Customer Support for 360 days (Offsite Support); and (ii) upgrading licensees will receive Upgrades and free Customer Support for 360 days (Offsite Support) regarding installation or conversion; provided in each instance the Program is registered within forty-five (45) days of Your payment of the license fee, as evidenced by Your receipt. All other support requires purchase of a support option, as outlined in any special offers that SWIL may from time to time send You, or on the SWIL Web site at www.swindia.com. SWIL does not provide technical support for trial or educational versions of the Program.To receive technical support from SWIL, You must license a single-user or multiple-user version of the Program. 9. TERMINATION OF SUPPORT AND OTHER SERVICES Software has a limited useful life for various reasons including changes in technology. You are free to decide and responsible for deciding when to upgrade the Program.SWIL reserves the right to terminate Customer Support and all other services (including but not limited to any connectivity to any Add-On Products and Services) applicable to the Program in the event that the Program has become inoperable or incompatible with current operating systems, hardware, Add-On Products and Services or other technologies.To obtain up-to-date information regarding which products, releases and related services are currently supported, contact a customer service representative. If you are not operating a supported release or service, it may be necessary to license an upgrade or replacement product or service in order to continue to receive Customer Support and/or other updates.Any updates licensed by You are considered part of the Program and subject to the terms and conditions of this Agreement, except to the extent a separate license agreement is provided in connection with such update.Any replacement products or upgrades will be governed by a separate agreement. 10. RESTRICTED FEATURES Software provides some features like import purchase invoice electronically, email, SMS, export data and file VAT returns electronically, these features will continue to work only if you are covered under support contract. Rest of the features will continue to work unless current date is greater than the valid till date defined in your registration information. You may access this information by About Window in RetailGraph Menu. 11. TAX UPDATES The Program includes regulatory forms for VAT which are up-to-date at the time of production, however, may be non-compliant at the time of purchase due to changes in central, state or local tax laws.To ensure that you will receive tax law updates to keep the Program in regulatory compliance, You may receive regular upgrades on payment of additional license fees for the same. The Program does not include sales tax rates. In order for the Program to automatically calculate sales tax You may manually set up the sales tax rates.SWIL makes no warranty, express or implied, that the Program's sales tax table structure supports all sales tax localities. 12. RECOMMENDED ENVIRONMENT This Program has been designed to work optimally in the environment documented within the Documentation. Any defects, inconsistencies, or issues arising out of operating outside the parameters set forth therein may require You to pay additional maintenance/upgrade costs to SWIL to support and/or rectify. 13. LIMITATION OF LIABILITY BECAUSE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE FREE FROM ERRORS, YOU ARE ADVISED TO VERIFY THE WORK PRODUCED BY THE PROGRAM.TO THE FULLEST EXTENT PERMITTED BY LAW, SWIL'S LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING HEREUNDER, WHETHER BASED IN CONTRACT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED THE GREATER OF THE AMOUNT OF LICENSE AND SUPPORT FEES PAID BY YOU TO SWIL, OR SWIL'S SUGGESTED LIST PRICE FOR USE OF THE PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, SWIL SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF TIME, LOSS OF ANTICIPATED PROFITS, REVENUE OR DATA, OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE, EVEN IF SWIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SWIL will have no responsibility for the Program if any portion of the Program has been modified, lost, stolen or damaged by accident, abuse or misapplication. 14. INDIAN GOVERNMENT REGULATIONS Any government restrictions or regulations as applicable. The contractor/manufacturer is Softworld (India) Pvt. Ltd., 21, Sunder Market, Near SMS Hospital, Jaipur - 302004. INDIA. 15. TERM AND TERMINATION a. This Agreement shall commence on the date You install the Program and shall continue until the earlier of: (i) the date it is terminated in accordance with the terms herein; (ii) your acceptance of a superseding license agreement or (iii) the expiration of the trial period, if applicable. b. This license, and all of SWIL's obligations hereunder, automatically terminate if You fail to comply with any provision of this Agreement. Upon the termination or expiration of this Agreement for any reason whatsoever: (i) the license granted hereunder shall immediately cease; and (ii) You shall immediately stop using the Program in any way and, within ten (10) days after the effective date of expiration or termination deliver to SWIL, or certify that You have destroyed, all copies of the Program. 16. MISCELLANEOUS a. As a user of the Program, You assume the responsibility for the selection of the Program as being appropriate for your purposes. You understand and agree that: (i) You are solely responsible for the content and accuracy of all reports and documents prepared with the Program; (ii) using the Program does not relieve You of any professional obligation concerning the preparation and review of such reports and documents; (iii) You do not rely upon SWIL or the Program for any advice or guidance regarding the appropriate tax treatment of items reflected on such reports or documents; (iv) You will review any calculations made by using the Program and satisfy yourself that those calculations are correct; and (v) SWIL's support service is designed to offer technical support for issues regarding the features and functionality of this Program in the recommended operating environments only. b. To the fullest extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English.To the fullest extent permitted by law, all correspondence and communication between You and SWIL under this Agreement must be in English language. The exclusive judicial forum for any action that You bring to enforce this Agreement shall be an appropriate court located at Jaipur. The exclusive forum for any action that SWIL brings to enforce this Agreement shall be an appropriate court in the state in which You have your principal place of business. In either case, this Agreement shall be governed by the internal laws of the forum state without regard to the conflict of laws provisions thereof. c. This Agreement allocates risk between You and SWIL as authorized by applicable law, and pricing of SWIL's products reflects this allocation of risk and the limitation of liability contained in this Agreement. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall be valid and enforceable according to its terms. d.SWIL and RETAIL GRAPH are registered trademarks of Softworld (India) Pvt. Ltd. Other product names mentioned may be service marks, trademarks, or registered trademarks of their respective companies and are hereby acknowledged. e. No failure or delay of either party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be constructed as a waiver thereof with respect to any other circumstances. f. This Agreement constitutes the entire agreement between You and SWIL with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties with respect to such subject matter.This Agreement shall not be modified, except by written agreement signed by the parties hereto. i. SWIL shall not be liable for and shall be excused from any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including but not limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions or power or communications, failure or suppliers or subcontractors, natural disasters or other acts of God. j. All notices given hereunder shall be in writing and sent by overnight courier or delivered in person: (i) if to SWIL, to Softworld (India) Pvt. Ltd., 21, Sunder Market, Near SMS Hospital, Jaipur-302004. India.; and (ii) if to You, to the address You indicated upon your registration of the Program. k. You authorize SWIL to send You information, including but not limited to marketing and promotional material, via facsimile, email, telephone, and other reasonable means.