Adiance Subscription Agreement

This Subscription Agreement (the “AGREEMENT”) is between Adiance Technology Pvt. Ltd. (“ADIANCE”) and any entity licensing Adiance Technologies Pvt. Ltd.’s Open Source based software Adiance’s support services (“CUSTOMER”) that accepts the terms of this Agreement.

PLEASE READ THIS AGREEMENT PRIOR TO ORDERING OPEN SORUCE BASED Adiance’S SUPPORT SERVICES (“SUPPORT”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT PURCHASE Adiance’S SUPPORT SERVICES.

BY CLICKING THE "I UNDERSTAND AND AGREE" BOX, OR INSTALLING OR USING ADIANCE'S OPEN SOURCE BASED "Adiance" SOFTWARE (THE "SOFTWARE") OR USING ADIANCE’S SOFTWARE SUPPORT, YOU ARE AGREEING ON BEHALF OF THE CUSTOMER THAT CUSTOMER WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT AND THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "I UNDERSTAND AND AGREE" BOX AND DO NOT INSTALL THE SOFTWARE AND DO NOT USE THE SOFTWARE SUPPORT. CUSTOMER HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE SOFTWARE AND THE SOFTWARE SUPPORT UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY THESE LICENSE TERMS. THE "EFFECTIVE DATE" FOR THIS AGREEMENT SHALL BE THE DAY YOU CHECK THE "I UNDERSTAND AND ACCEPT" BOX OR YOU SIGN.
All consequential softwares and hardware shall be installed by the customer at its own cost and risk including utilisation of software under Open Source Code. Under no circumstances liability shall be extended or fasten to Adiance for any of the softwares and hardware found to have installed or utilized for running or availing the support service from Adiance.

GENERAL TERMS AND CONDITIONS

1. EFFECTIVE DATE:The Effective Date of this Agreement is the date on which Customer orders (makes Payment / product installed / used support / signs Agreement) Support from adiance.

2. TERMs AND TERMINATION:
2.1 TERM: The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of subscribed term. The subscribed term shall expire on the last date of the term unless it is renewed at renewed conditions atleast 15 days prior to expiry period. ( .)

2.2 The customer has to identify and designate the computer and place of the said designated computer. There shall not be any change in computer and its place without prior written consent of Adiance.

2.3 Confidentiality : Customer and Adiance agree to maintain the confidentiality of any proprietary information received by the other party including non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.

2.4 TERMINATION FOR NO CAUSE: Either party may terminate this Agreement (beyond) during the subscribed term the subscribed term upon fifteen (15) day written notice. No refund of money will be made for the rest of the subscribed term.

2.5 (TERMINATION FOR BREACH: adiance may terminate this Agreement (i) if Customer commits a material breach of this Agreement and fails to remedy that breach within fifteen (15) days of receipt of a written notice of such material breach, or (ii) if Customer fails to pay an invoice when due, or (iii) as otherwise provided in this Agreement. Customer may terminate this Agreement in the event adiance commits a material breach of this Agreement and fails to remedy that breach within fifteen (15) days of receipt of written notice of material breach.) not required No customer shall hold adiance harmless and indemnify Adiance from and against all or any claims, demands and or cause of action arising on account of the utilisation of the software or any service support thereto.

3. WARRANTY:
3.1 WARRANTY: (To the maximum extent permitted by applicable law, except as specifically stated in this Agreement,) the Support is provided “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ADIANCE DOES NOT WARRANT THAT THE SUPPORT SERVICES WILL BE ERROR FREE. Customers are advised to insure support services properly and adequately.

3.2 To the maximum extent permitted by applicable law, except as stated in this Agreement, the Software as provided by Adiance is provided and LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ADIANCE DOES NOT GUARANTEE THAT THE USE OF THE SOFTWARE WILL NOT BE INTERRUPTED OR ERROR FREE.

3.3 Infringement. During any term of this Agreement, if any portion of the Software is held by a court of competent jurisdiction to infringe any third party intellectual property rights, then Adiance will, at its expense and option: (i) obtain the right for Company to continue to use the Software consistent with this Agreement; (ii) modify the Software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component.

4. LIMITATION OF LIABILITY: (To the maximum extent permitted by applicable law,) IN NO EVENT WILL ADIANCE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL ADIANCE’S LIABILITY HEREUNDER EXCEED THE AMOUNT THAT ADIANCE RECEIVED FROM CUSTOMER UNDER THIS AGREEMENT DURING THE TERM OF THIS AGREEMENT.

5. CONFIDENTIALITY:Customer and adiance agree to maintain the confidentiality of the proprietary information, except such information that is public, received by the other party for a period of three (3) years following termination of this Agreement.

6. GENERAL
6.1 ENTIRE AGREEMENT: : This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, understandings or agreements between the parties.

6.2 NON-TRANSFERABLE: This Agreement is not transferable, assigned, or distributed without the prior written consent of adiance. Any attempted transfer, assignment or distribution without adiance’ prior written consent shall terminate this Agreement and adiance shall have no further obligation hereunder.

6.3 Modifications. No modifications are to be made to this Agreement unless evidenced by a writing signed by both parties.

6.4 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement remains in full force and effect.

6.5 GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Gujarat, India, exclusive of its conflict of law provisions. Any Legal action or proceeding relating to the solution or services provided directly or indirectly by Adiance shall be instituted in a court of Ahmedabad Gujarat India only. It shall be the responsibility of the customer to follow the law of land of India and its country and shall always hold harmless and indemnify Adiance in that regard.

6.6 VALIDITY: If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonable effect the intention of the parties.

6.7 EXPORT: Each party agrees to comply with any applicable export control laws and regulations.
SUPPORT SERVICES

6.8 Complete Understanding: This Agreement constitutes the complete understanding of the parties, and supersedes all prior or contemporaneous agreements, discussions, or proposals.

6.9 Notice. Notices hereunder shall be in writing and addressed to Company at the address provided when purchasing this license, or, in the case of Adiance, when addressed to Adiance Technologies Pvt. Ltd., Attn. Legal Counsel, 14, Empire Tower, CG Road, Ahmedabad - 380009, India.

Key Features:

Business Hours: Support services shall be available Monday through Saturday excluding any specified list of public holidays in the India and state of Gujarat and at Ahmedabad.

Acknowledgment: means an email response to the problem reported by the Customer.

Email Support: for product installation, usage assistance, problem diagnosis and resolution, clarifications in documentation, and technical guidance.

Online Access: to the support knowledge repository including product documentation, frequently asked questions, forums, release notes, white papers.

Service Pack: means the cumulative collection of all Workarounds, patches and bug fixes resolved at the time of the Service Pack release.

Workaround: is a temporary resolution for a problem that will enable the product to work without the problem.

Customer Patches: mean fixes to problems that do not have any acceptable workaround. All customer patches will form part of a subsequent Service Pack.

Customer Owner: means a designated technical contact person experienced and knowledgeable on the product.

Note: The Subscription Agreement is valid only for End Users who deploys adiance Adiance and not for Partners.