End User License Agreement
THESE GLOBAL ANDROID APPLICATIONS SOFTWARE LICENSE TERMS (“SOFTWARE LICENSE TERMS”) GOVERN THE USE
OF PROPRIETARY SOFTWARE AND THIRD-PARTY PROPRIETARY SOFTWARE LICENSED THROUGH IGILE
TECHNOLOGIES INDIA PRIVATE LIMITED, GHAZIPUR, UTTAR PRADESH. READ THESE SOFTWARE LICENSE TERMS
CAREFULLY, IN THEIR ENTIRETY, BEFORE INSTALLING, DOWNLOADING OR USING THE SOFTWARE (AS DEFINED IN
SECTION A BELOW). BY INSTALLING, DOWNLOADING OR USING THE SOFTWARE, OR AUTHORIZING OTHERS TO DO SO,
YOU, ON BEHALF OF YOURSELF AND THE ENTITY FOR WHOM YOU ARE DOING SO (HEREINAFTER REFERRED TO
INTERCHANGEABLY AS “YOU,” “YOUR,” AND “END USER”), AGREE TO THESE SOFTWARE LICENSE TERMS AND
CONDITIONS AND CREATE A BINDING CONTRACT BETWEEN YOU AND IGILE TECHNOLOGIES INDIA PRIVATE LIMITED. OR
THE APPLICABLE IGILE AFFILIATE (“IGILE”). IF YOU ARE ACCEPTING THESE SOFTWARE LICENSE TERMS ON BEHALF OF
A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO
THESE SOFTWARE LICENSE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO BE BOUND BY THESE
SOFTWARE LICENSE TERMS, SELECT THE "DECLINE" BUTTON AT THE END OF THESE SOFTWARE LICENSE TERMS OR
THE EQUIVALENT OPTION.
A. Definitions
(i) “Affiliate” means any entity that is directly or indirectly controlling, controlled by, or under common control with Igile
Technologies India Private Limited or End User. For purposes of this definition, “control” means the power to direct the
management and policies of such party, directly or indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
(ii) “Documentation” means information published in varying mediums which may include product information, operating
instructions and performance specifications that are generally made available to users of products. Documentation does not
include marketing materials.
(iii) “Software” means computer programs in object code, provided by Igile or an Igile Channel Partner, whether as stand-alone
products or pre-installed on hardware products, and any upgrades, updates, patches, bug fixes, or modified versions thereto.
B. Scope. These Software License Terms are applicable to anyone who installs, downloads, and/or uses Software and/or
Documentation, obtained from Igile or an Igile reseller, distributor, direct partner, system integrator, service provider or other partner
authorized to provide Software to End Users in the applicable territory (collectively “Igile Channel Partner”). Some or all of the
Software may be remotely hosted or accessible to You through the Internet. You are not authorized to use the Software if the Software
was obtained from anyone other than Igile or an Igile Channel Partner.
These Software License Terms govern Your use of the Software and/ or Documentation except to the extent: (i) You are obtaining
the Software directly from Igile and You have a separate written agreement with Igile governing Your use of the Software, signed
within three (3) years of the purchase of the applicable Software license, (ii) You are obtaining the Software from an Igile Channel
Partner and You have a separate written agreement with Igile governing Your use of Software obtained from that Igile Channel
Partner, signed within three (3) years of the purchase of the applicable Software license, (iii) the Software is accompanied by a
Shrinkwrap License, or (iv) the Software is governed by Third Party Terms. If You have a separate signed purchase agreement with
Igile, as set forth in (i) or (ii) above, such agreement shall take precedence over these Software License Terms to the extent of any
conflict. With respect to third party elements subject to a Shrinkwrap License or other Third Party Terms, the Shrinkwrap License or
other Third Party Terms shall take precedence over any signed agreement with Igile and these Software License Terms to the extent
of any conflict.
C. License Grant. Igile grants You a personal, non-sublicensable, non-exclusive, non-transferable license to install and to use
Software and associated Documentation obtained from Igile or an Igile Channel Partner 1) only on a single Android mobile device, as
applicable, that You own or control, and only as permitted by the Google App Store’s Terms of Service; and 2) for which applicable
fees have been paid, if any, for Your internal business purposes at the indicated capacity and features. Licenses provided under these
Software License Terms are for a perpetual duration, unless (i) otherwise specified in the order or (ii) the license is provided as part
of a service or subscription, in which case the license grant will be limited to the duration specified on the order or in the service or
subscription Documentation. Documentation shall be used only in support of the authorized use of the associated Software.
D. All Rights Reserved. Igile or its licensors retain title to and ownership of the Software, Documentation, and any modifications or
copies thereof. Except for the limited license rights expressly granted in these Software License Terms, Igile or its licensors reserve
all rights, including without limitation copyright, patent, trade secret, and all other intellectual property rights, in and to the Software
and Documentation and any modifications or copies thereof. The Software contains trade secrets of Igile, its suppliers, or licensors,
including but not limited to the specific design, structure and logic of individual Software programs, their interactions with other portions
of the Software, both internal and external, and the programming techniques employed.
E. Disclaimer. Any software security feature is not a guaranty against malicious code, deleterious routines, and other techniques
and tools employed by computer “hackers” and other third parties to create security exposures. Compromised passwords represent
a major security risk. Igile encourages You to create strong passwords using three different character types, change Your password
regularly and refrain from using the same password regularly. You must treat such information as confidential. You agree to notify
Igile immediately upon becoming aware of any unauthorized use or breach of Your user name, password, account, or subscription.
You are responsible for ensuring that Your networks and systems are adequately secured against unauthorized intrusion or attack
and regularly back up of Your data and files in accordance with good computing practices.
F. General License Restrictions. To the extent permissible under applicable law, You agree not to: (i) decompile, disassemble,
reverse engineer, reverse translate or in any other manner decode the Software; (ii) alter, modify or create any derivative works or
enhancements, adaptations, or translations of the Software or Documentation; (iii) sell, sublicense, lease, rent, loan, assign, convey
or otherwise transfer the Software or Documentation except as expressly authorized by Igile in writing, and any attempt to do so is
void; (iv) distribute, disclose or allow use of the Software or Documentation, in any format, through any timesharing service, service
bureau, network or by any other similar means, such as hosting or cloud, except as expressly authorized by Igile in writing; (v) allow
any service provider or other third party, with the exception of Igile’s authorized maintenance providers who are acting solely on behalf
of and for the benefit of End User, to use or execute any software commands that facilitate the maintenance or repair of any product;
(vi) gain access to or the use of any Software or part thereof without authorization from Igile; (vii) enable or activate, or cause, permit
or allow others to enable or activate any logins reserved for use by Igile or Igile’s authorized maintenance providers; (viii) publish the
results of any tests run on the Software; (ix) disclose, provide, or otherwise make available to any third party any trade secrets
contained in the Software or Documentation; (x) use the Software in a virtualized environment except as expressly authorized by
these Software License Terms, or (xi) permit or encourage any third party to do any of the foregoing.
End User agrees not to allow anyone other than its authorized employees, agents or representatives who have a need to use the
Software or Documentation to have access to the Software or Documentation. End User agrees to inform any third party to
whom You give access to the Software or Documentation of these Software License Terms and shall obligate such third party to
comply with such terms and provisions. End User shall be responsible for End User and any authorized third party’s failure to comply
with these Software License Terms and shall indemnify Igile for any damages, loss, expenses or costs, including attorneys’ fees and
costs of suit, incurred by Igile as a result of non-compliance with this Section.
Additional License Restrictions Applicable to the EU. Notwithstanding the limitations in Sections C and E, solely to the extent an
End User’s resale rights cannot be precluded or restricted by mandatory applicable law, End Users located in a member state of the
European Union may resell licenses subject to the following conditions:
(i) Prior to resale of a license, End User will promptly, but not less than 30 days prior to a resale, notify Igile in writing of its
intention to resell a license.
(ii) Unless expressly agreed otherwise in writing, End User will not be permitted to resell less than its entire license to a buyer.
(iii) End User will resell the Software subject to these Software License Terms and shall ensure that the buyer is bound by these
Software License Terms.
(iv) Upon resale of a license, End User shall immediately and permanently cease all use of and destroy all copies of the Software
and any related materials in End User’s possession or control and, upon Igile’s request, certify such destruction in writing.
Igile may audit End User’s compliance with the foregoing in accordance with Section M below.
(v) End User will keep appropriate records of all license resale including, but not limited to, the name and location of the buyer
and the number and types of licenses resold.
(vi) End User acknowledges that: (a) resale of a license is subject to any relevant Third Party Terms; (b) maintenance services
do not cover system errors caused by license resale not performed by Igile; (c) Igile is not responsible for any programming,
administration, design assurance, translation or other activity to make sure the Software will scale and perform as specified
as a result of any license resale, and if any such resale results in a requirement for Igile system engineering or requires the
use of on-site Igile personnel, End User will be charged the then applicable Igile time and materials rates for such activity;
(d) any resale of a maintenance services agreement between Igile and the original licensee is subject to Igile’s prior written
approval. Igile reserves the right to withhold such approval and/or offer the new licensee a maintenance services agreement
subject to different terms and conditions; and (e) if not expressly agreed by Igile in writing otherwise, the resale of licenses
does not entitle the End User to cancel or partially cancel a maintenance services agreement during the agreed term.
If the Software is rightfully located in a member state of the European Union and End User needs information about the Software in
order to achieve interoperability of an independently created software program with the Software, End User will first request such
information from Igile. Igile may charge End User a reasonable fee for the provision of such information. End User agrees to protect
such information in accordance with Section Q below, and shall use such information only in accordance with the terms and conditions
under which Igile provides such information. To the extent that the End User is expressly permitted by applicable mandatory law to
undertake any activities related to achieving interoperability of an independently created software program with the Software, End
User will not exercise those rights until End User has given Igile twenty (20) days written notice of its intent to exercise any such rights.
G. Proprietary Rights Notices. You agree to retain, in the same form and location, all proprietary legends and/or logos of Igile and/or
Igile’s suppliers on any permitted copies of the Software or Documentation.
H. Backup Copies. End User may create a reasonable number of archival and backup copies of the Software and the
Documentation.
I. Upgrades. End User’s right to use any upgrades to the Software shall be conditioned upon End User having a valid license to use
the original Software and paying the applicable license fee to Igile or an Igile Channel Partner for such upgrade, if any.
J. No Support Obligations. Igile is not obligated to (i) provide maintenance or support for the Software, or (ii) notify You of any
updates, enhancements, or upgrades to the Software or Documentation. If Igile, in its sole discretion, makes updates, enhancements,
or upgrades to the Software or any Documentation, use of such updates, enhancements, or upgrades will be subject to these Software
License Terms, unless such updates, enhancements, or upgrades are accompanied by a separate license in which case the terms of
that license will govern.
K. No Warranty. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SOFTWARE AND DOCUMENTATION ARE
PROVIDED "AS-IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY WHATSOEVER. YOU ACKNOWLEDGE
THAT AT ANY POINT IN TIME, IGILE, AT ITS SOLE DISCRETION, MAY ELECT TO MAKE THE SOFTWARE NOT AVAILABLE OR
NOT FUNCTIONAL. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER IGILE NOR ITS AFFILIATES OR
SUPPLIERS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION
PROVIDED TO YOU, AND IGILE EXPRESSLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IGILE DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE
OPERATION OF THE SOFTWARE. IGILE DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM
USE OF THE SOFTWARE. USE IS AT YOUR OWN RISK. NEITHER IGILE NOR ITS SUPPLIERS MAKE ANY WARRANTY,
EXPRESS OR IMPLIED, THAT SECURITY THREATS AND VULNERABILITIES WILL BE DETECTED OR SOFTWARE WILL
RENDER AN END USER’S NETWORK OR PARTICULAR NETWORK ELEMENTS SAFE FROM INTRUSIONS AND OTHER
SECURITY BREACHES.
L. Indemnification. You agree to defend, indemnify and hold harmless Igile, its Affiliates, partners, licensors, and their respective
officers, directors, agents, partners, and employees, from and against any and all claims, damages, losses, liabilities, costs and
expenses (including fees of attorneys and other professionals) arising out of or related to Your failure to comply with any of Your
obligations under these Software License Terms and/or Your improper use of the Software or Documentation.
M. Compliance. Igile and the Igile Channel Partner who provided the Software have the right to inspect and/or audit (i) by remote
polling or other reasonable electronic means at any time, and (ii) in person during normal business hours and with reasonable notice,
End User’s books, records, and accounts, to determine End User’s compliance with these Software License Terms, including but not
limited to usage levels. In the event such inspection or audit uncovers non-compliance with these Software License Terms, then
without prejudice to Igile’s termination rights hereunder, End User shall promptly pay Igile any applicable license fees. End User
agrees to keep a current record of the location of the Software.
N. Termination of License; Effect of Termination/ Expiration. These Software License Terms are in effect until terminated.
However, You acknowledge and agree that it is at Igile’s sole discretion whether to make the Software available or keep it active, and
at any point Igile may elect to inactivate the Software. Igile may terminate these Software License Terms at any time. You may
terminate These Software License Terms by destroying all copies of the Software and the Documentation. If You breach these
Software License Terms and if within ten (10) business days of Igile’s written request to cure, You have not cured all breaches of
license limitations or restrictions, Igile may, with immediate effect, terminate the licenses granted in these Software License Terms
without prejudice to any available rights and remedies Igile may have at law or in equity. Upon termination or expiration of the license
for any reason, You must immediately destroy all copies of the Software and any related materials in Your possession or control and,
upon Igile’s request, certify such destruction in writing. The provisions concerning confidentiality, the protection of trade secrets and
proprietary rights, indemnity, license restrictions, export control, and all limitations of liability and disclaimers and restrictions of
warranty (as well as any other terms which, by their nature, are intended to survive termination) will survive any termination or
expiration of the Software License Terms.
O. Third Party Components. You acknowledge certain software programs or portions thereof included in the Software may contain
software (including open source software) distributed under third party agreements (“Third Party Components”), which contain terms
regarding the rights to use certain portions of the Software (“Third Party Terms”). As required, information regarding distributed Linux
OS source code (for those Products that have distributed Linux OS source code) and identifying the copyright holders of the Third
Party Components and the Third Party Terms that apply is available in the Products, Documentation or on Igile’s website
at: https://igile.com/ ( or such successor site as designated by Igile). The open source software license terms provided as Third Party
Terms are consistent with the license rights granted in these Software License Terms, and may contain additional rights benefiting
You, such as modification and distribution of the open source software. The Third Party Terms shall take precedence over these
Software License Terms, solely with respect to the applicable Third Party Components, to the extent that these Software License
Terms impose greater restrictions on You than the applicable Third Party Terms.
P. Limitation of Liability. EXCEPT FOR PERSONAL INJURY CLAIMS OR WILLFUL MISCONDUCT, AND TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, NEITHER IGILE, IGILE AFFILIATES, THEIR LICENSORS OR SUPPLIERS, NOR ANY
OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS SHALL BE LIABLE FOR (i) ANY INCIDENTAL, SPECIAL,
PUNITIVE, EXEMPLARY, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, (ii) ANY LOSS OF PROFITS OR
REVENUE, LOSS OR CORRUPTION OF DATA, TOLL FRAUD, OR COST OF COVER, SUBSTITUTE GOODS OR
PERFORMANCE, OR (iii) ANY DIRECT DAMAGES ARISING UNDER THESE SOFTWARE LICENSE TERMS IN EXCESS OF THE
FEES PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING
THE DATE THE CLAIM AROSE. REGARDLESS OF WHETHER YOU WERE ADVISED, HAD OTHER REASON TO KNOW, OR IN
FACT KNEW OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER THE LIMITED REMEDIES FAIL THEIR
ESSENTIAL PURPOSE, THESE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY TO ANY DAMAGES, HOWEVER
CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT
LIMITED TO, NEGLIGENCE), OR OTHERWISE.
Q. Protection of Software and Documentation. End User acknowledges that the Software and Documentation are confidential
information of Igile and its suppliers and contain trade secrets of Igile and its suppliers. End User agrees at all times to protect and
preserve in strict confidence the Software and Documentation using no less than the level of care End User uses to protect its own
information of a confidential nature and to implement reasonable security measures to protect the trade secrets of Igile and its
suppliers.
R. Privacy. When downloading or using the Software, Igile might process certain data about You, Your network and Your device
(e.g., email address, phone number, device IDs, IP addresses, location, etc.). Igile will keep Your data confidential and will only use
Your data to the extent necessary to execute these Software License Terms and to ensure compliance with these Software License
Terms. In case such data identifies or may be used to identify an individual (“Personal Data”), this Personal Data will generally not
leave the Igile group Affiliates and will only be transmitted to third parties if necessary for the above. Igile will ensure in such case that
all applicable data protection requirements are met, especially regarding international data transfers. For Igile Affiliates this is achieved
through the Igile Binding Corporate Rules, which are published on the Igile website mentioned below, for international transfers to
other third parties this will be ensured through standard data protection clauses adopted by the EU-Commission or other appropriate
safeguards. Your data will only be stored for the time necessary to achieve the above purpose or if statutory retention periods require
longer storage times, for such longer time. Respective data subjects have the right to request access to and rectification or erasure of
their Personal Data and can request restriction of processing of their Personal Data. They have the right to data portability, subject to
the respective statutory requirements as well as the right to lodge a complaint with a competent supervisory authority. For more
information on data subject rights or in case of any questions related to Igile processing Personal Data, please refer to the
Documentation and its Global Privacy Website available at https://igile.in/assets/legal/privacy.html
S. High Risk Activities and 112 (or 911) Disclaimers. The Software is not fault-tolerant and is not designed, manufactured or
intended for any use in any environment that requires fail-safe performance in which the failure of the Software could lead to death,
personal injury or significant property damage (“High Risk Activities”). Such environments include, among others, control systems
in a nuclear, chemical, biological or other hazardous facility, aircraft navigation and communications, air traffic control, and life support
systems in a healthcare facility. End User assumes the risks for its use of the Software in any such High Risk Activities. UNLESS
OTHERWISE PROVIDED BY IGILE IN WRITING OR REQUIRED BY APPLICABLE LAW, YOU ACKNOWLEDGE THAT THE
SOFTWARE IS NOT ENABLED FOR, DOES NOT PROVIDE, AND IS NOT INTENDED TO BE USED FOR CALLING 112 (or 911)
OR CALLING OR REQUESTING OTHER EMERGENCY SERVICES. YOU MUST USE ANOTHER SERVICE TO DIAL 112 (or 911)
AND/OR REQUEST EMERGENCY ASSISTANCE.
T. Import/Export Control. End User is advised that the Software is of Indian origin and subject to the license from the Directorate
General of Foreign Trade (DGFT). The Software also may be subject to applicable local country import/export laws and regulations.
You agree not to directly or indirectly export, re-export, import, download, or transmit the Software to any country, end user or for any
use that is contrary to applicable Indian and/ or local country regulation or statute (including but not limited to those countries
embargoed by the Indian government). You represent that any governmental agency has not issued sanctions against the End User
or otherwise suspended, revoked or denied End User's import/export privileges. You agree not to use or transfer the Software for any
use relating to nuclear, chemical or biological weapons, or missile technology, unless authorized by India and or any applicable local
government by regulation or specific written license. Additionally, You are advised that the Software may contain encryption algorithm
or source code that may not be exported to government or military end users without a license issued by India and any other country's
governmental agencies, where applicable.
U. Acknowledgement. End User acknowledges that certain Software may contain programming that: (i) restricts, limits and/or
disables access to certain features, functionality or capacity of such Software subject to the End User making payment for licenses to
such features, functionality or capacity; or (ii) periodically deletes or archives data generated by use of the Software and stored on the
applicable storage device if not backed up on an alternative storage medium after a certain period of time; or (iii) may rely on a third
party analytics service to collect and generate aggregated user data which Igile may use to improve product performance and its
functionality. For Google Analytics, please refer to the following website for more information:
http://www.google.com/policies/privacy/partners/ (or such successor site as designated by Google). By accepting these Software
License Terms and continued use of the Software, service, or subscription, You consent to the use of such an analytics service to
analyze such data.
V. Miscellaneous. These Software License Terms and any dispute, claim or controversy arising out of or relating to these Software
License Terms ("Dispute"), including without limitation those relating to the formation, interpretation, breach or termination of these
Software License Terms, or any issue regarding whether a Dispute is subject to arbitration under these Software License Terms, will
be governed by laws of India.
W. Agreement in English. The parties confirm that it is their wish that these Software License Terms, as well as all other documents
relating hereto, including all notices, have been and shall be drawn up in the English language only.
