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TERMS AND CONDITIONS OF USE

SOFTWARE SUBSCRIPTION TERMS AND CONDITIONS

BY INSTALLING OR USING THE SOFTWARE FROM GEONBYTES PRIVATE LIMITED (“GEONBYTES”), THE INDIVIDUAL IF ACTING ON BEHALF OF HIMSELF OR HERSELF (“INDIVIDUAL SUBSCRIBER”) OR THE INDIVIDUAL WHO IS ACTING ON BEHALF OF AN EDUCATIONAL OR NONPROFIT INSTITUTION, GOVERNMENTAL AGENCY, OR OTHER ENTITY (“ENTITY SUBSCRIBER”, THE INDIVIDUAL SUBSCRIBER AND ENTITIY SUBSCRIBER TOGETHER ARE “SUBSCRIBER”) IS AGREEING TO BE BOUND BY THIS SOFTWARE SUBSCRIPTION AGREEMENT (“AGREEMENT”).

IF SUBSCRIBER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, SUBSCRIBER MAY NOT INSTALL, COPY, OR USE THE SOFTWARE. CUTOMER MAY RETURN IT TO THE PLACE OF PURCHASE FOR A REFUND, IF APPLICABLE. THE “EFFECTIVE DATE” FOR THIS AGREEMENT IS THE DAY SUBSCRIBER INSTALLS THE SOFTWARE.

  1. DEFINITIONS.

■ “Activation Key” means, collectively, the specific Serial Number, code, and authorization for each copy of the Software issued by GEONBYTES to Subscriber. ■ “Affiliates” or “Affiliate” means an entity, institution, or organization that controls, is controlled by, or is under common control with another entity, institution, or organization, with at least majority ownership. ■ “Authorized Reseller” means an authorized distributor, authorized reseller, or dealer of the Software. ■ “Authorized User” means an employee, contractor, registered student, research assistant, or agent of Entity Subscriber authorized by Entity Subscriber to use the Software. ■ “Concurrent Authorized Users” means Authorized Users who use the software at the same time in accordance with the terms of this Agreement. ■ “Documentation” means the user manuals and supporting documentation in electronic form provided with the Software under this Agreement. ■ “Subscription Fee” means the applicable fee for which Subscriber subscribes the Software. ■ “Subscription Period” means a specific fixed term set forth in the Subscription and Activation Key. ■ “Subscribed Software” means the specific software Subscribed to Subscriber under the terms of this Agreement (as specified in the Subscription and Activation Key issued to Subscriber), including any Updates and Upgrades thereto. ■ “Serial Number” means a set of unique characters associated with a specific copy of the Software issued by GEONBYTES to Subscriber (based on the specific configuration and release of the Software and the subscription type, subscription term, and/or number of Concurrent Authorized Users). ■ “GEONBYTES Website” means www.GeonBytes.com. ■ “Third-Party Software” means certain software supplied by third parties that GEONBYTES provides access to as part of the Subscribed Software. ■ “Update” means a revision to the Subscribed Software or patch that improves the functionality of the Subscribed Software, and may contain new features or enhancements, which is not an Upgrade. ■ “Upgrade” means a subsequent version of the Subscribed Software that GEONBYTES designates as a new release and makes generally commercially available or a different flavor of the Subscribed Software that GEONBYTES makes generally commercially available.

  1. SUBSCRIPTION.

Subject to the terms and conditions of this Agreement, GEONBYTES grants to Subscriber a non-assignable, non-transferable subscription, without the right to subscribe, to use the Software for Subscriber’s internal business, research, or educational purposes. THE SOFTWARE IS PROVIDED TO THE SUBSCRIBER ON AN ‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. GEONBYTES AND ITS AUTHOPRIZED RESELLERS HEREBY EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED. OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

  1. SUBSCRIPTION AND ACTIVATION KEY.

GEONBYTES shall issue Subscriber a “Subscription and Activation Key” via email, postal mail, or courier that sets forth the specific Subscribed Software, the specific number of Concurrent Authorized Users for Subscribers, and the Activation Key associated with the Subscribed Software.

  1. RESERVATION OF RIGHTS AND OWNERSHIP.

GEONBYTES reserves all rights not expressly granted to the Subscriber in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. GEONBYTES owns the title, copyright, and other intellectual property rights in the Software. It is expressly understood that no title to or ownership of the software application, or any part thereof, is hereby transferred to the Subscriber. The Software is subscribed to use, not sold. This Agreement does not grant any rights to trademarks or service marks of GEONBYTES.

  1. TECHNICAL SUPPORT AND UPGRADES AND UPDATES.

GEONBYTES agrees to provide Subscriber with technical support services which include periodic distribution of bug fixes and minor enhancements as Updates scheduled by GEONBYTES. All active users of Software are eligible for free limited technical support. Technical support email inquiries are accepted at any time and will be answered during normal GEONBYTES business hours. GEONBYTES will attempt to respond to inquiries within the same business day. All upgrades to the active subscriber is free. To receive and use an Upgrade for the Subscriber whose subscription has been expired more than Six Months ago, must pay the applicable fees along with the on-going renewal fee. With each Upgrade, the Subscriber agree to GEONBYTES’s standard terms and conditions governing the use of that Upgrade. If no such standard terms and conditions are stated by GEONBYTES, the terms of this Agreement shall apply and the Upgrade shall be deemed Subscribed Software. GEONBYTES will issue a new Activation Key for the Upgrade. After installing the upgrade, Subscriber shall no longer use the original software that formed the basis for upgrade eligibility, except as part of the upgraded software.

  1. TERM AND TERMINATION.

6.1 Term. Except for Subscribers with a fixed-term Subscription Period, this Agreement shall commence on the Effective Date and shall continue in effect until terminated as set forth below. If the Subscription Period is for a fixed term, this Agreement will commence on the Effective Date and shall continue until the earlier to occur of the expiration of the Subscription Period or the termination of this Agreement as set forth below. In the case of additional Concurrent Authorized Users who are authorized and added after the initial Subscription Fee payment, the term of their usage of the Subscribed Software shall be coterminous with the preexisting then-current term. If Subscriber purchases an Upgrade, the term of the Agreement shall be the specific term set forth in the new Subscription and Activation Key issued for the Upgrade. 6.2 Termination. GEONBYTES may terminate this Agreement immediately without notice if Subscriber breaches any term of this Agreement, including, without limitation, breaching the scope of the subscription granted or confidentiality obligations under this Agreement. 6.3 Effect of Expiration or Termination. Upon expiration or termination of this Agreement, (i) the rights and subscriptions granted to Subscriber pursuant to this Agreement shall automatically and immediately terminate and (ii) Subscriber shall immediately cease using the Subscribed Software. In addition, upon expiration of the fixed-term Subscription Period, the Activation Key will expire and the Subscribed Software will cease to function. Sections 2, 4, 7, 9, 11 and 12 of this Agreement shall survive any expiration or termination of this Agreement.

  1. LIMITED WARRANTY AND LIMITATION OF LIABILITY.

GEONBYTES warrants that the Software will perform substantially for a period of seven (7) days from the date of receipt. DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (SEVEN DAYS) WILL BE APPROPRIATELY FIXED; ANY DEFECTS DISCOVERED AFTER THE SEVEN DAYS PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided after the expiration of the seven days Limited Warranty period are not covered by any warranty or condition, express, implied or statutory. The Subscriber may receive the remedy elected by GEONBYTES without charge, except that Subscriber shall be responsible for any expenses which may incur (e.g. cost of shipping of security dongle to GEONBYTES). Except for any refund elected by GEONBYTES which shall not be more than the amount remitted to GEONBYTES towards subscription fee remains after the adjustment of administrative charges and paid taxes, SUBSCRIBER IS NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL GEONBYTES’S TOTAL LIABILITY TO THE SUBSCRIBER FOR ALL DAMAGES EXCEED THE AMOUNT OF TWO THOUSAND INDIAN RUPEES. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, a virus or updates and upgrades in operating system. Any replacement Software will be warranted for the remainder of the original warranty period or seven (7) days, whichever is longer, and GEONBYTES will use commercially reasonable efforts to provide remedy within a commercially reasonable time of compliance with GEONBYTES’s warranty remedy procedures. EXCEPT FOR THE WARRANTIES ABOVE, THE SUBSCRIBED SOFTWARE, DOCUMENTATION, AND SUPPORT SERVICES ARE PROVIDED TO SUBSCRIBER ON AN ‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. GEONBYTES HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ON BEHALF OF ITSELF AND ITS AUTHORIZED RESELLERS ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE SUBSCRIBED SOFTWARE AND SUPPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

  1. FEES, PAYMENT AND RENEWAL.

8.1 Fees and Payment Terms. This Agreement is between Subscriber and GEONBYTES solely. The applicable Subscription Fee is specified on the GEONBYTES Website or in the specific price proposal provided by GEONBYTES or an Authorized Reseller. The payment terms and conditions for the Subscription Fee payable to GEONBYTES are specified on the GEONBYTES invoice or in the specific price proposal provided by GEONBYTES. The payment terms and conditions for the Subscription Fee payable to an Authorized Reseller are as specified by the specific Authorized Reseller. All fees paid to GEONBYTES are non-refundable. GEONBYTES may terminate this Agreement and invalidate Subscriber’s Activation Key if the billing or contact information is false, fraudulent, or invalid. 8.2 Additional Concurrent Authorized Users Fee. During the Subscription Period, Subscriber shall pay to GEONBYTES or the specific Authorized Reseller the then-current rate for any subscriptions for additional Concurrent Authorized Users. This fee shall be charged or invoiced to Subscriber on the date such additional Concurrent Authorized Users are added to Subscriber’s account. 8.3 Renewal. After the expiry of existing Subscription Period, it may be renewed for additional period by paying the THEN Subscription Renewal Fee. Once the Subscription period expires, the access to software and related all services will be stopped.

  1. REMOTE LICENSE.

In the event this software was distributed with a remote activated license, the software application must be able to establish and remain connected to the license server, maintained by GEONBYTES, for the software application to run. Specifically, the software application must communicate with the license server all the time of software uses.

  1. APPLICABLE LAW, JURISDICTION AND VENUE.

This Agreement and all matters from it are governed by and construed in accordance with the Laws of Cyprus whose courts shall have exclusive jurisdiction over all disputes arising in this connection. In case, the breach is not rectified mutually then the matter will be referred to a sole Arbitrator who will be appointed by both the parties in consultation which each other and his Award would be final and binding on both the parties.

  1. GENERAL.

GEONBYTES reserve the right at any time to modify or discontinue the products/services (or any part or content thereof) at any time. Fees for Subscriptions are subject to change without notice. GEONBYTES shall not be liable to the Subscriber or to any third-party for any modification, price change, suspension or discontinuance of the Service. GEONBYTES reserve the right, but are not obligated, to limit the services to any person, geographic region or jurisdiction. GEONBYTES may exercise this right on a case-by-case basis. GEONBYTES reserve the right to refuse any order a Subscriber may place. Subscriber agree that GEONBYTES and its affiliates may collect and use technical information gathered as part of the product support services provided, if any, related to the Software. GEONBYTES may use this information solely to improve our products or to provide customized services or technologies and will not disclose this information in a form that personally identifies.

  1. ENTIRE AGREEMENT.

This Agreement and the documents referenced in this Agreement constitute the entire agreement between Subscriber and GEONBYTES relating to its subject matter and all terms herein and supersede all prior or contemporaneous agreements or understandings. This Agreement may be modified or changed only in writing signed by authorized representatives of Subscriber and GEONBYTES. Notices hereunder shall be in writing and addressed to Subscriber at the address provided when subscribing this subscription or, in the case of GEONBYTES, when addressed to GEONBYTES.

GEONBYTES reserves the right to update or revise this Agreement.
Any question relating to this Agreement may be sent at info@geonbytes.com