This End-User License Agreement (this Agreement) is a legal contract between you, as either an individual or an Entity (as defined below), and Adaequare Info Pvt Ltd (AIPL) located at First Floor, Display Building, NAC Campus, Cyberabad, Kondapur Post, Hyderabad – 500 084, Telangana., India including its Parent and Subsidiaries

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING AIPLS PROPRIETARY SOFTWARE (uBooks), INCLUDING SOFTWARE AS A SERVICE, ACCOMPANIED BY THIS AGREEMENT (the SOFTWARE).

THE SOFTWARE IS COPYRIGHTED AND IT IS PROVIDED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU.  BY DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS.  IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION OR AGENCY, INSTRUMENTALITY OR DEPARTMENT OF A GOVERNMENT (AN "ENTITY") AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO YOU? HEREIN REFER TO BOTH YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT.

IF AT ANY TIME YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK THE I DO NOT ACCEPT? OR SIMILAR BUTTON, TERMINATE THE DOWNLOAD AND/OR INSTALLATION PROCESS, IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE AND DELETE ANY COPIES YOU MAY HAVE. THIS AGREEMENT, ALONG WITH ANY ADDITIONAL TERMS OR POLICIES INCORPORATED HEREIN BY REFERENCE, REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND AIPL CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH AIPL RELATING TO THE SOFTWARE, WHETHER ORALLY OR IN WRITING.

1. License
   1. Grant of License:Subject to your full and ongoing compliance with the terms and conditions of this Agreement, including without limitation payment of all applicable license fees, the applicable AIPL entity from which you obtained the Software hereby grants to you, and you accept, a personal, limited, nonexclusive, nontransferable, non-assignable, revocable license to use the Software during the Term in the user manuals accompanying the Software (the Documentation?), only as authorized in this Agreement. For purposes of this Agreement, the Software? includes any updates, enhancements, modifications, revisions, or additions to the Software made by AIPL and made available to end-users. Notwithstanding the foregoing, AIPL shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.
   2. Scope of Use:Your license to use the Software is conditioned on the following license restrictions, and any use of the Software in violation of any of these restrictions, or any of the other terms of this Agreement is a breach of this Agreement and is unlicensed.  You may use one copy of the Software activated by a license key on a Device owned, leased, or otherwise controlled by you, at a single time (the Authorized Device?). If you have multiple license keys for the Software, you may install and use as many copies of the Software as you have license keys, in each case, on an Authorized Device and only as authorized herein. For purposes of this Agreement, use? of the software means loading the Software into the temporary or permanent memory of an Authorized Device. Installation of the Software on a network server solely for distribution to other computers is not use of the Software, and is permitted, provided that you have a valid license key for each Authorized Device on which the Software is installed. The Software may not be used on, distributed to, or installed on a greater number of computers than you have license keys. If you use or distribute the Software to multiple users, you must ensure that the number of Authorized Devices does not exceed the number of license keys you have obtained, or you will be in breach of this Agreement and such use and distribution is unlicensed.
   3. Copies and Modifications: Except and solely to the extent that such a restriction is prohibited under applicable law, you may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any license keys you have obtained. You may not modify or adapt the Software or any license keys that you have obtained in any way. Any such copies of the Software, Documentation, or license keys shall include any copyright or other proprietary notices that were included on such materials when you first received them. Except as authorized in this Section, no copies of the Software, Documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control.
   4. Assignment of Rights:You will not sublicense, lease, rent, or lend your rights in the Software, Documentation, or license keys, as granted by this Agreement, without prior written consent of AIPL, except that you may transfer this Agreement in full in connection with the sale of all or substantially all of the assets related to this Agreement, provided that the assignee assumes all of your obligations hereunder, and the licenses granted hereunder will only extend to use of the Software on the Authorized Device on which the Software was installed immediately prior to the assignment.  AIPL may assign this Agreement without limitation.  Any assignment in violation of the foregoing shall be void and of no effect.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
   5. Support and Maintenance Services; Updates; Upgrades: You acknowledge that AIPL has no express or implied obligation to announce or make available any updates, enhancements, modifications, revisions, or additions to the Software and that this Agreement does not give you any rights in or to any of the foregoing.  The software provided under this Agreement will be Subscription based and any supplemental software code/patch or related materials that AIPL provides to you as part of any support and/or maintenance services are considered part of the Software and are subject to the terms and conditions of this Agreement.
   6. Software as a Service:  This Software is being provided under Software as a Service with a subscription license grant, with a desktop application installed on the user desktop top with Cloud hosted services and database. While using the Software the following terms apply to you.
   1.  You agree to:
      1. Protect your password, applicable devices and account from all unauthorized use;
      2. Be solely responsible for creating backup files of all data accessed by or used through the Service and that USIL is not liable for any damages relating to lost,corrupted or damaged data.
      3. That the Software is used in offline mode, the data will not be backed up to the server data base
      4. All and any data collected will be synchronized when the Software is connected to Internet and/or is online to the USIL hosted central Cloud based server.
      5. Expressly agree and allow the access of such stored data by a tax practitioner who is attached to your subscription account.
      6. Understand and agree that the transaction capacity for data and the local storage capacity will be limited to 1GB.
      7. that all data, including all text, sound, or image files that you provide, or are provided on your behalf, to us through your use of the Software will be collected will be backed up against a tenant account on the USIL servers.
      8. Agree to shall employ all such physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Software; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Software.
   2. You agree not to:
      1. Use the Service in a way that violates any applicable laws or regulations;
      2. Distribute viruses or other harmful or malicious computer code via the Service; or engage in any conduct that disrupts or impedes the Service;
      3. engage in "screen scraping," "database scraping," "data mining" or any other activity with the purpose of obtaining lists of users or other information from the Service or that uses web bots? or similar data gathering or extraction methods.
   3.  USIL can suspend your access to the Service if, in its sole discretion, USIL believes:
      1. there is risk to the security or privacy of your account;
      2. there is a threat to the security or integrity of USIL' network or the Service;
      3. suspension is needed to protect the rights, property or safety of USIL, its users or the public or is required by law.
 
2. Licenses Required For Third-Party Software:  The Software enables you to run multiple instances of third-party guest operating systems and application programs. You are responsible for obtaining and complying with any licenses necessary to operate any such third-party software, including guest operating systems and/or application programs.
3. Data Collection, Storage, Synchronization and Segregation:

   AIPL will process and store any Customer Data made available by the user solely for the provision of the Services, and will not otherwise (i) Process or use any personal data for purposes other than those set forth in the Agreement or (ii) disclose such data to third parties other than AIPL affiliates for the aforementioned purposes or as required by law.

   For the purposes of this Agreement Customer Data? means any data, information and other content, in any form or medium that is collected, downloaded or otherwise received, directly or indirectly from user by or through using the Software. Such Customer Data will be synchronized and stored by AIPL on the Cloud and/or on the tenant account on the AIPL servers. For the avoidance of doubt, Customer Data includes information reflecting the access or use of the Software by or on behalf of any Authorized User other than Resultant Data.

   For the purposes of this Agreement Resultant Data? means information, data and other content that is derived by or through the Software from Processing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content. In furtherance of the foregoing, you hereby grant the right to AIPL to use the Resultant Data to perform its obligations in accordance with this Agreement.

   Consent to Use Data. You agree that AIPL may collect, synchronize, segregate and use the data and information that is gathered periodically to facilitate the effectiveness and maximize availability and performance, and to ensure consistency of services to you involving such data.

4. Intellectual Property and Confidentiality:
   1.  Use, Reporting, License Violations and Remedies:  AIPL reserves the right, and you authorize AIPL, to gather data on key usage including license key numbers, Authorized Device IP addresses or other applicable device identifier (including MAC address or UDID), domain counts and other information deemed relevant, to ensure that our Software(s) are being used in accordance with the terms of this Agreement. AIPL reserves the right to remedy violations of any of the terms of this Agreement immediately upon discovery, by charging the then current list price of unauthorized keys to the payment instrument used to make the original, authorized purchase, or by any other means necessary, including remotely disabling the Software. You agree not to block, electronically or otherwise, the transmission of data required for compliance with this Agreement. Any blocking of data required for compliance under this Agreement is considered to be violation of this Agreement and will result in immediate termination of this Agreement pursuant to Section.
   2. Proprietary Rights to Software and Trademarks:You acknowledge that the Software and the associated Documentation are proprietary to AIPL, and the Software and Documentation are protected under Applicable copyright and other intellectual property laws and international treaties. You further acknowledge and agree that, as between you and AIPL, AIPL and its third party licensors own and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws.  Except for the limited, revocable license expressly granted to you herein, this Agreement does not grant you any ownership or other right or interest in or to the Software or the Documentation or any other intellectual property rights of AIPL, whether by implication, estoppel, or otherwise.  Any and all trademarks or service marks that AIPL uses in connection with the Software or with services rendered by AIPL are marks owned by AIPL. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
   3. Confidentiality:You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. Except as expressly authorized by this Agreement, you shall not make available the Software, Documentation, or any license key to any third party, or use the Software, Documentation, or any license key for any purpose other than exercising rights expressly granted to you hereunder. You agree to cooperate with and assist AIPL in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.
5. Term and Termination: This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, installing, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until expiration or termination as provided herein (the Term).  Term-based subscription will terminate upon the expiration of the applicable term. Without prejudice to any other rights, this Agreement will terminate automatically without notice to you if you breach or fail to comply with any of the limitations or other requirements described herein, including the payment of any applicable fees, and you agree that in any such case AIPL may, in addition to any other remedies it may have at law or in equity, remotely disable the Software.
6. Indemnification You will, at your own expense, indemnify and hold AIPL, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, Claims?), arising out of any use of the Software and or any violation of third party rights including but not limited to any Intellectual Property breach by any act or omission by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.
7. LIMITED WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY.
   1. WARRANTY; DISCLAIMER; THE SOFTWARE AND DOCUMENTATION ARE PROVIDED AS IS,? AND AIPL DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE FULLEST EXTENT AUTHORIZED BY LAW.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AIPL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND FOR THE THIRD PARTY SOFTWARE, AND DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH FUTURE AIPL PRODUCTS, OR THAT ANY INFORMATION OR DATA STORED OR TRANSMITTED THROUGH THE SOFTWARE WILL NOT BE LOST, CORRUPTED OR DESTROYED. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE RESULTS OBTAINED, QUALITY AND THE PERFORMANCE OF THE SOFTWARE.
   2. LIMITATION OF LIABILITY: IN NO EVENT SHALL AIPL BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS), WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF AIPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL AIPL TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS OF ANY KIND ARISING HEREUNDER EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM.
8. General Terms:
   1. Governing Law and Choice of Forum : 

      Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of India, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in accordance of the Indian Arbitration Laws in accordance of the Arbitration and Conciliation Act, 1996 or any amendments thereof. Any dispute between the parties may be referred to the sole arbitrator appointed mutually by AIPL and the other party and the decision of the sole arbitrator shall be final and binding on the parties to this agreement. The venue for conducting such arbitration proceedings shall be in Hyderabad, Telangana State, India. The language followed shall be English.

      To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.

   2. Severability : Severability. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.  To the extent possible the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from the Agreement.
   3. Headings :  The Article and Section headings contained in this Agreement are included for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
   4. No Waiver : The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
   5. Amendment :  AIPL reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement or , provided that disputes arising hereunder will be resolved in accordance with the terms of the Agreement in effect at the time the dispute arose. We encourage you to review the published Agreement from time to time to make yourself aware of changes.
   6. Contact Information:  You may contact AIPL for more information about the Software, other AIPL products and services at uBooks@adaequare.com or by visiting our website: www.adaequare.com/ubooks.