SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. This Agreement is between the customer seeking to use the Software (“Customer”) and dMACQ Software Pvt Ltd (\"dMACQ\").


  1. Multi-User Perpetual License Grant: dMACQ and its suppliers grant to the Customer a non-exclusive and non-transferable license to use the Software solely installed on Customers premises on computer owned or leased by Customer. Customer may only use the programs contained in the Software (i) for which the Customer has paid a license fee (or in the case of an evaluation copy, those programs that the Customer is authorized to evaluate) and (ii) for which the Customer has received a product authorization key. The Customer grants to dMACQ or its independent consultants the right to examine its books, records and accounts at any time to verify compliance with the above provisions. In the event such audit reveals that the number of devices using the Software exceeds the Permitted Number of Computers the Customer shall promptly pay to dMACQ the appropriate licensee fee for the additional computers or users, as applicable. At dMACQ\'s option, dMACQ may terminate this license for failure to pay the required license fee.
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  3. By clicking on the \"Login\" button, opening the package, downloading the product, or using the equipment that contains this product, you are consenting to be bound by this Agreement. If you do not agree to all of the terms of this Agreement, you have no right to install or download or use this product and you should not click the \"login\" button or return the product to the place of purchase for a full refund or do not download/use the product.
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  5. This Agreement allows you to use the Software but does not transfer any title in any manner whatsoever. The title to the Software shall at all times remain solely with dMACQ.
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  7. Except as expressly authorized above, the Customer shall not: a. make copies in whole or in part, the Software or related documentation; b. modify the Software; reverse compile or reverse assemble all or any portion of the Software; or c. rent, lease, distribute, sell, or create derivative works of the Software.
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  9. The Customer agrees that aspects of the licensed material, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of dMACQ. The Customer agrees not to disclose, provide, or otherwise make available the trade secrets or copyrighted material of dMACQ in any form to any third party without the prior written consent of dMACQ.
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  11. The Customer represents that: a. the Software will be used only in accordance with this Agreement; b. the Customer has the authority to enter into this Agreement and shall be bound by the terms hereof; c. all information provided to dMACQ is true and complete in all respects; d. it will not act in a manner that leads directly or indirectly to an unauthorized or illegal use of the Software; e. no intellectual property rights are acquired by the Customer under this Agreement or by the use of the Software.
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  13. The Customer shall indemnify dMACQ for any claims, losses or liability (including legal fees) that may arise out of: a. an infringement of any intellectual property or proprietary rights arising due to the Customer’s use of the Software; b. damages arising out of the breach of the terms of this Agreement. The remedy contained here is in addition to any other remedy that dMACQ may have in law or in equity.
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  15. The Customer agrees to comply strictly with all applicable laws, rules and regulations in the use of the Software and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.
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  17. The Customer shall allow authorized personnel of dMACQ to enter its premises and procure any information to determine if any breach of this Agreement has taken place. The Customer shall provide full co-operation to dMACQ in this respect.
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  19. dMACQ provides no warranty and the Software is provided as demonstrated to the Customer.
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  21. The Customer\'s exclusive remedy and the entire liability of dMACQ and its suppliers under this warranty will be, at dMACQ or its service center\'s option, repair or replacement of the Software if reported within 10 days from the date of purchase (or, upon request, returned) to the party supplying the Software to Customer. In no event does dMACQ warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. This warranty does not apply if the Software (a) has been altered, except by dMACQ, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by dMACQ, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used for hazardous activities.
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  23. Except as specified in this Agreement, all express or implied conditions, representations, and warranties including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, non-infringement or arising from a course of dealing, usage, or trade practice, are hereby excluded to the extent allowed by applicable law. In no event will dMACQ or its suppliers or its licensors be liable for any lost revenue, profit, data or for special, indirect, consequential, incidental, or punitive damages however caused arising out of the use of or inability to use the Software. In no event shall dMACQ\'s or its suppliers\' or Licensors’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by the Customer for use of the Software.
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  25. The above stated warranty does not apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which dMACQ does not receive a license fee.
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  27. dMACQ shall not provide maintenance services in the form of (i) documentation; or (ii) telephonic access to its support centre; or (iii) software updates. Such maintenance service, if required shall be requested by Customer and shall be made available upon payment of requisite charges and shall only be available for issues arising from a use of the Software in compliance with this Agreement and all applicable laws.
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  29. This license shall remain valid from the period of installation or download of the Software and subject to the terms of this license. The Customer is not entitled to any cost-free maintenance. The Customer may terminate this Agreement at any time by destroying all copies of the Software including any related documentation. This license may be terminated at any time by dMACQ if the Customer fails to comply with any provision of this Agreement. Upon such termination, the Customer must destroy all copies of the Software.
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  31. dMACQ may at any time assign this Agreement or any parts hereof to any person.
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  33. Failure of dMACQ to enforce any of the terms of this Agreement shall not be construed to be waiver of any of the provisions hereunder in future.
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  35. This Agreement and the license granted hereunder shall be governed by and construed in accordance with the laws of India. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
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  37. Any dispute arising out of this Agreement or the use of the Software shall be subject to arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996 by a single arbitrator to be appointed mutually by the Customer and dMACQ.