END USER AGREEMENT FOR SOFTWARE SOLUTION UNISOLVE/CROSS/RETAILGRAPH WITH SOFTWORLD (INDIA) PVT.LTD.


This Softworld (India) Pvt. Ltd. end User Service Agreement for RETAILGRAPH software (the "Agreement") is a legal agreement between end user or the company that end User are authorized to represent ("End user") and Softworld (India) Pvt. Ltd., Jaipur ("SWIL").This Agreement governs By end user use of the accompanying RETAILGRAPH computer software programs, including all documentation (printed and electronic manuals, guides, bulletins, and online help) and any modifications, updates, revisions or enhancements received by end user from SWIL or its dealers (the "Program"). end User acknowledge and accept the terms and conditions of this Agreement by installing this computer software.

IF end User do NOT AGREE with THESE TERMS, end User SHOULD IMMEDIATELY CANCEL THE INSTALLATION PROCESS AND RETURN THE PRODUCT AND ITS CONTENTS to Softworld (India) Pvt. Ltd. in ACCORDANCE with SWIL's RETURN Policy.

End User MUST REGISTER WITHIN THE FIRST FORTY-FIVE (45) Days of usage OR THE SOFTWARE WILL BECOME DISABLED.Please note that registration can be done only once in end User firm or company s name and End User will be able to use the program only for that particular firm or company.

IF end User are a new customer and return the Welcome Kit WITHIN fifteen (15) Days from end User payment before registration of in end User name, as evidenced By end User receipt, SWIL will refund the payment.

1.LIMITED RIGHTS

Subject to end User compliance with all terms of this Agreement, SWIL hereby grants to end User a limited, nontransferable, non-exclusive benefit to use the Program under the terms stated in this Agreement for use in end User 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 end User hereby acknowledge that all title and ownership of the Program and all associated intellectual property rights are and shall remain with SWIL.

2.RESTRICTIONS 

This Agreement does not include the right to perform any of the following and end User agree to refrain from performing any of the following:

a. end User may not make copies, translations, or modifications of or to the Program or any portion thereof, except end User may make one (1) copy of the Program for backup purposes in support of end User use of the Program. end User may make a second copy of the Program for use on either (I) end User home computer; or (ii) a portable computer that end User own or use in end User business or profession, to the extent that such computer is used by end User as a secondary computer only for viewing reports.end User 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 end User have opted for 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 end User at a single location on a single computer, which end User own or use in end User business or profession and for which the Program is designed to operate. end User also have the right to use the single-user version of the Program on a local area network provided end User only access the Program from one computer at a time.

c. if end User have opted for 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 users concurrently. if end User have  a Multi-User 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), end User may make copies of the Program and install it on separate computers up to the predefined limit and end User may access the same data concurrently up to the predefined limit. end User 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 User have purchased up to a pre-defined limit. This predefined limit is based on no. of users for which end User have paid .

d. end User may use any shareware Program for backup of data. end User may need to REGISTER the same at end User own. 

e. end User may not use this Program within a Windows Terminal Server environment.

f. end User may NOT sell, distribute, lease, rent, sublicense, modify, change, alter, assign or transfer the Program .end User 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.end User may NOT create any derivative work based upon the Program By altering, modifying or translating the code of the Program.end User may NOT obscure or remove any copyright or trademark notice from the Program.

g. SWIL reserves all RIGHTS NOT expressly granted to end User in this Agreement.

3. LIMITED WARRANTY 

a. SWIL warrants that the Program substantially conforms to the specifications contained in the Users Guide that was included in the original packaging in End User Welcome Kit for a period of fifteen (15) days from End User purchase, as evidenced by End User 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 End User use of the Program will be uninterrupted or error free. 

b. Provided end User 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 SWILs SOLE option, so that the Program substantially conforms to the specifications or replace the defective media, as the case may be, or end User may return all copies of the Program and SWIL shall remit to end User the amount end User paid, up to the amount of SWILs suggested list price for the Retailgraph Welcome Kit.This section 3b states end User 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 end User 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 end User 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 end User 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, RETAILGRAPH (Full Version) are available to end User through the Program and may require approval by a third party, internet access, and/or additional fees, and may also require end User to accept a separate agreement or abide by terms and conditions for use. SWIL requires that if end User use the Add-On Products and Services, end User avail supported version of both the Product and any Add-On Products and Services.if end User 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, end User must 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 end User 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 end User 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 partys 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.end User 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) end User will receive free 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 end User payment , as evidenced by end User receipt. All other support requires purchase of a support option, as outlined in any special offers that SWIL may from time to time send end User, 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, end User must have 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. 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 end User are not operating a supported release or service, it may be necessary to upgrade or replace program or service in order to continue to receive Customer Support and/or other updates.any updates received by end User are considered part of the Program and subject to the terms and conditions of this Agreement, except to the extent a separate agreement is provided in connection with such update.any replacement products or upgrades will be governed by a separate agreement.

10. RESTRICTED usage 

software features WILL continue to work only if end User are covered under support contract.

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 end User will receive tax law updates to keep the Program in regulatory compliance, end User may receive regular upgrades on payment for the same. 

The Program does not include sales tax rates. in order for the Program to automatically calculate sales tax end User may manually set up the sales tax rates.SWIL makes no warranty, express or implied, that the Programs 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 end User 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, end User ARE ADVISED to VERIFY THE WORK PRODUCED BY THE PROGRAM.to THE FULLEST EXTENT PERMITTED BY LAW, SWILS LIABILITY TO End User FOR ANY DAMAGES OR LOSSES ARISING HEREUNDER, WHETHER BASED IN CONTRACT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED THE GREATER OF THE PURCHASE AMOUNT AND SUPPORT FEES PAID BY End User TO SWIL, OR SWILS SUGGESTED LIST PRICE FOR WELCOME KIT. 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, Behind Sunder Market,s.R.s Road, Near SMS Hospital, Jaipur - 302004. India. 

15. TERM and TERMINATION 

a. This Agreement shall commence on the date end User install the Program and shall continue until the earlier of: (I) the date it is terminated in accordance with the terms herein; (ii) end User acceptance of a superseding service agreement or (iii) the expiration of the trial period, if applicable. 

b. This Agreement, and all of SWILs obligations hereunder, automatically terminate if End User fail to comply with any provision of this Agreement. Upon the termination or expiration of this Agreement for any reason whatsoever: (i) the Limited Rights granted hereunder shall immediately cease; and (ii) End User 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 End User have destroyed, all copies of the Program. 

16. MISCELLANEOUS 

a. as a user of the Program, end User assume the responsibility for the selection of the Program as being appropriate for end User purposes. end User understand and agree that: (I) end User are solely responsible for the content and accuracy of all reports and documents prepared with the Program; (ii) using the Program does not relieve end User of any professional obligation concerning the preparation and review of such reports and documents; (iii) end User 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) end User will review any calculations made by using the Program and satisfy end Userself that those calculations are correct; and (v) SWILs 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 end User and SWIL under this Agreement must be in English language. The exclusive judicial forum for any action that end User 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 end User have end User 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 end User and SWIL as authorized By applicable law, and pricing of SWILs 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 Retailgraph 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 end User 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 and all earlier agreements.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 ,s.R.s Road, Near SMS Hospital, Jaipur-302004. India.; and (ii) if to end User, to the address end User indicated upon end User registration of the Program. 

k. end User authorize SWIL to send end User information, including but NOT LIMITED to marketing and promotional material, via facsimile, email, telephone, and other reasonable means.