a. License. Subject to your compliance with this License, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to install, use, access, and display the Software in object code form for your internal business purposes during the license term.

b. Documentation. You may use the Accops user manuals, technical manuals, license file, sales materials, quote, and any other materials provided by us, in printed or electronic form, that describe, restrict, or enable the installation, operation, use, or technical specifications of the Product (“Documentation”) solely in support of the licensed use of the Product in accordance with this License by you.

c. Reservation of Rights. Other than as specifically described in this License, we retain all right, title, and interest in the Software, our trademarks, patents, copyrights, trade secrets, technical know-how, and other intellectual property rights, are and shall remain exclusively vested in us.

d. Use by Affiliates. All usage rights for the Software granted to you under this License can be extended to your Affiliates if agreed in writing with Accops, provided that: (i) use of the Software by your Affiliates is in accordance with this License; (ii) your usage rights shall not constitute a right to sublicense the Software; (iii) the Software shall remain under your control at all times; and (iv) no Affiliate exercising such rights is a competitor of ours. You will be responsible for your Affiliates’ use of the Software. “Affiliate(s)” means, with respect to either party, any company, corporation, partnership or other entity, directly or indirectly, controlling, controlled by, or under common control with, such party where “control” is defined as having rights to more than 50% of the equity, ownership or voting rights for such entity.

e. You may conduct penetration testing, vulnerability assessments, or security audits (collectively “Test”) on the Software without our prior written approval provided that you shall (i) comply with restrictions detailed under Clause 4; (ii) share all the Test report(s) with us; and (iii) not publish the Test report(s) on any public domain.

The Software is licensed to you on a perpetual basis in accordance with order executed between you and Accops or Accops’ authorized reseller.

The Hardware use may be subject to separate license terms and conditions as provided in its Documentation.

a. Compliance with the Documentation. Your use of the Software must comply with this License and the applicable Documentation, including, but not limited to, any restrictions on the number of protected applications, number or type of licensed devices, number of authorized copies or instances, number of users, bandwidth, non-production use, database, or location restrictions, etc. We (or a third party authorized by us) may review your use of Software and/or require you to use license management or reporting tools or Software components to provide us with true, accurate, and timely reports regarding your use of the Software. In addition to other available rights and remedies, we may disable your use of Software that does not comply with the Documentation.

b. Versions. Your use of the Software may be limited to certain versions, as set forth in the applicable Documentation (for example, a “version plus” license may be limited to a certain number of major updates, or your device capability). If the Documentation contains such limitations, your use of versions or releases of Software is restricted as specified in the Documentation.

c. Non-transferability. Except where the Hardware or virtualized computing environment is supplied by us, or as otherwise expressly agreed in writing between you and us, the Software may be installed, deployed, and used on any computing environment or hardware of your choice, provided that such use is solely by you and/or your permitted Affiliates in accordance with this Agreement. For the avoidance of doubt, the Software shall not be transferred, assigned, or otherwise made available to any third party, nor used for the benefit of any third party, and any relocation, migration, or re-deployment of the Software shall not be deemed a transfer so long as the Software remains under your control and is used strictly in compliance with this Agreement.

d. Licensed Features. Software provided in a stand-alone format (including, without limitation, virtual machine images) shall require a valid license key or other unique identifying token (“Token”) issued by Accops or an Accops-authorized reseller, and the Software may be used solely for the term and scope permitted by such license key or Token. Accops may incorporate technical or electronic controls within the Software to ensure access is limited to the licensed Software, features, and editions only.Except in the case of Non-Production Software and Evaluation Software (as defined below), where a license key or Token permits the deployment or use of the Software or any features prior to the execution of a corresponding order, you agree to pay all applicable fees for such use at the rates applicable to you, which shall be: (i) the Accops standard listed rates; or (ii) such mutually agreed rates, including any applicable discounts, as may be agreed in writing between you and Accops; or (iii) where the Software is procured through an Accops-authorized reseller, the rates agreed between you and such reseller, in each case in accordance with the applicable payment terms.

e. General Restrictions. Except as otherwise expressly permitted in this License, you must not, and must not allow any Affiliate, agent, or third party to:

i. copy (except to make one archival copy for backup and disaster recovery purposes), modify, or create derivative works of the Software, Hardware, or Documentation;

ii. sell, sub-license, rent, provide access as a service bureau, grant usage rights, or transfer or assign the Software, Hardware, any data incorporated into the Product, or any Documentation to any third party except as expressly permitted in Section 3.f below;

iii. disassemble, decompile, reverse engineer, or otherwise derive or attempt to derive the source code of the Software or any data incorporated into the Software, or reverse engineer the Hardware, except as required by law for interoperability purposes, and then only after you have given us an opportunity to resolve any interoperability issue;

iv. use the Product for any benchmarking purposes or to create, develop, or support any competitor product or service;

v. defeat, circumvent, or disable any reporting, copy protection, license management, or other mechanism in the Product used to limit usage in accordance with this License and applicable Documentation;

vi. use the Product in combination with, or to directly support, products or services of our competitors, or use the Product to provide services to our competitors; or

vii. make unauthorized modifications or repairs to the Hardware, or permit any third party (other than our authorized service providers) to repair or modify the Hardware using non-approved parts or procedures.

f. Product Use Restrictions and Compliance.

i. Permitted Use. The Product shall be used solely for its intended purpose as specified in the Documentation and for your internal business purposes. You shall not use the Product for: (a) any illegal activities or purposes; (b) weapons application of any kind; (c) medical services, medical devices, or healthcare applications where failure could lead to death or serious bodily injury; (d) nuclear applications; (e) aircraft navigation, control, or communication systems; (f) life support systems or any application where failure could lead to death, personal injury, or severe environmental damage; or (g) any other use prohibited in the Documentation.

ii. Transfer and Resale. As the Product is licensed to you, you may not resell or transfer the Product to a third party (except to our reseller and distributor, who may at their sole discretion take back the licensed product) provided that: (a) you notify us in writing within thirty (30) days of such transfer; (b) the transferee agrees in writing to be bound by all terms and conditions of this License; (c) you comply with all applicable export control laws and regulations; (d) you transfer all copies of the Software and Documentation to the transferee and destroy any copies retained by you; and (e) the transfer is of your entire interest in the Product. Notwithstanding anything herein above, the return of the Product to reseller or distributor shall not lead to any refund of license fee, or support services, if any. Any attempt to transfer the Product in violation of this Section shall be void and of no effect. You shall indemnify Accops or reseller or distributor as the case may be for any loss, claim, damages, in relation to the Product.

iii. Additionally, you shall not, and shall ensure your Users do not:
(a) share account credentials or allow multiple individuals to use the same User account;
(b) use the Software to transmit malware, viruses, or malicious code, or to conduct fraudulent, harmful, or illegal activities including phishing, spam distribution, or denial-of-service attacks;

iv. Modifications and Repairs. All modifications, alterations, or repairs to the Hardware must be conducted through our authorized service providers or using parts and procedures expressly approved by us in writing. Any unauthorized modification, alteration, or repair shall immediately void all warranties, support obligations, and indemnities under this License. You acknowledge that unauthorized modifications may compromise the security, integrity, and performance of the Product and may expose you to liability (both civil and/or criminal, damage claims, etc.). This provision shall apply to the maximum extent permitted by applicable law, including Right to Repair legislation.

v. Export Control and Trade Compliance. You agree to comply with all applicable export control laws, import laws, trade sanctions, and regulations, including but not limited to: (a) the U.S. Export Administration Regulations; (b) the International Traffic in Arms Regulations; (c) economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury; (d) the Export Control Act, 2010 (India); and (e) all local regulations in your jurisdiction regarding the import, export, re-export, transfer, or use of the Product. You shall not, and shall not permit any third party to, export, re-export, transfer, or make the Product available: (1) to any country, territory, or region subject to comprehensive trade sanctions or embargoes; (2) to any person, entity, or organization listed on any government restricted party list, including but not limited to the U.S. Denied Persons List, Entity List, or Specially Designated Nationals List; (3) to any person or entity that you know or have reason to know will utilize the Product in the design, development, production, or stockpiling of nuclear, chemical, or biological weapons or missile technology; or (4) for any end-use prohibited by applicable export control laws. You shall be solely responsible for obtaining any required export licenses or approvals. You represent and warrant that you and your Users are not located in, under the control of, or a national or resident of any restricted country or territory, and are not listed on any government restricted party list.

vi. Notice to U.S. Government End Users. The Software, Hardware, and Documentation (collectively, the "Accops Products") are "commercial items," as defined in Federal Acquisition Regulation ("FAR") 48 C.F.R. 2.101, consisting of "commercial computer software," "commercial computer software documentation," and "commercial items" as such terms are used in FAR 12.212 and DFARS 227.7202. Consistent with FAR 12.212, DFARS 227.7202-1 through 227.7202-4, and notwithstanding any other FAR, DFARS, or other contrary provision in any agreement into which this License may be incorporated, you may provide to a U.S. Government end user or, if this License is granted directly to a U.S. Government end user, the Government shall acquire, the Accops Products with only those rights set forth in this License. Use of the Accops Products constitutes agreement by the U.S. Government that the Accops Products are "commercial items" and that the Government's rights are limited to those expressly granted herein. No other rights are granted or implied, including any rights under FAR 52.227-19 (Commercial Computer Software License) or DFARS 252.227-7014 (Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation). This notice applies to all Accops Products provided to the U.S. Government, whether directly or through a prime contractor, subcontractor, or reseller.

g. Non-Production and Evaluation Software. Software designated as "non-production," "non-commercial," "lab," or "development" in the applicable Documentation ("Non-Production Software") may be used only to conduct testing and development in your non-production environment and may not manage or protect data traffic or applications in the ordinary course of your business. Software designated as "evaluation," "test," "trial," or similar in the applicable Documentation ("Evaluation Software") may be used only for your internal demonstration, test, or evaluation purposes and not in a production environment. Evaluation Software has a non-perpetual time-limited license that, depending on the Software, will disable the Evaluation Software upon expiration of the evaluation period. You will not use any Evaluation Software after the expiration of the evaluation period. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THIS LICENSE, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, FOR NON-PRODUCTION AND EVALUATION SOFTWARE INCLUDING THE WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT OR TITLE, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THE NON-PRODUCTION AND EVALUATION SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, AND WE DO NOT WARRANT THAT IT IS ERROR FREE.

a. Open Source Components. Portions of the Products contain open source software ("Open Source Components") licensed under the terms of the applicable open source licenses (“Open Source Licenses”). You are bound by and shall comply with the Open Source Licenses. A listing of the Open Source Components and links to the Open Source Licenses is included in the Documentation. You may reference the applicable Product’s open source notices and software acknowledgments at this link. If the terms of the Open Source Licenses require us to make available the corresponding source code and/or modifications (the "Open Source Code"), you may obtain the Open Source Code at contact@accops.com (or any successor website designated by us) or by sending a written request to us at the notice address specified in this License. You must request a copy of the Open Source Code at anytime during the term. All open-source components comply with their licenses and do not require you to disclose your proprietary software.

b. Third-Party Software. Portions of the Software include third-party software modules and are subject to additional limitations in this Section imposed by those third-party licensors (“Third-Party Software”). You will not (1) copy the Third-Party Software onto any public or distributed network; (2) use the Third-Party Software separately to operate in or as a time-sharing, outsourcing, service bureau, application service provider, or managed service provider environment; (3) use the Third-Party Software as a general server, as a standalone application, or with applications other than the Software in accordance with this License; (4) change any proprietary rights notices in the Third-Party Software; or (5) modify the Third-Party Software.

c. Software Bill of Materials and Security Transparency. (i) We maintain a Software Bill of Materials (SBOM) identifying open-source and third-party components in the Software. SBOM reports are available on the customer support portal at https://support.accops.com and are updated quarterly. (ii) Accops will conduct vulnerability scans on open-source components. You are responsible for regularly checking the support portal to review such notifications.

You consent to the collection and use of certain information about your Products, including, but not limited to, Hardware serial number, appliance part number, disk configuration, memory amount, as well as periodic updates for software, databases, etc. You further consent that the Products may collect, use, transmit to us, process, and maintain information related to the Products for purposes of providing the Software and any features therein, determining fees in accordance with the Documentation, and verifying or enforcing compliance with the Documentation. Information collected by the Products and transmitted to us may also include technical or diagnostic information related to your use that may be used by us to support, improve, and enhance our products and services. Depending on the Product and/or licensed pricing tier for such Product, you may be permitted to opt out of the collection and use of such information by configuring the Product to disable these features.

a. The parties acknowledge that each party (“Disclosing Party”) may disclose certain valuable confidential and proprietary information to the other party (“Receiving Party”). The Receiving Party may only use the Disclosing Party’s confidential information to fulfil the purposes of this License and in accordance with the terms of this Agreement. The Receiving Party will protect the Disclosing Party’s confidential information by using at least the same degree of care as the Receiving Party uses to protect its own confidential information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such confidential information. Notwithstanding the foregoing, the Receiving Party may disclose confidential information to its (and its affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein. This section 6 supersedes any and all prior or contemporaneous understandings and agreements, whether written or oral, between the parties with respect to confidential information and is a complete and exclusive statement thereof. Neither party shall issue any press statements or make any public announcements with respect to this License without prior written consent of the other Party, provided Accops can use your trade names, logos, and symbols (“Customer Marks”) in its public promotional materials and communications for the sole purpose of identifying Customer as an Accops customer. Accops shall not modify the Customer Marks, or display the Customer Marks any larger or more prominent on its promotional materials than the names, logos, or symbols of other Accops customers. The foregoing promotional materials and communications may be created, displayed, and reproduced without Customer’s review, provided that they are in compliance with this section and any Customer Marks usage guidelines provided by you to Accops in writing.

b. Information will not be deemed confidential information if it: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this License by the Receiving Party; or (iv) is independently developed by the Receiving Party without use of or reliance upon the Disclosing Party’s confidential information, and the Receiving Party can provide evidence to that effect. The Receiving Party may disclose confidential information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the Disclosing Party prior written notice sufficient to permit the Disclosing Party to contest such disclosure.

a. Limited Warranty.

i. Software Warranty. We warrant that for a period of 90 days from the date of shipment (the “Software Warranty Period”): (1) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (2) the Software substantially conforms to the Documentation. The term “shipment” means, with regard to Software installed on Hardware, the date of shipment of the Hardware, and for stand-alone Software, the latter of the date a license key or Token for the Software is made available or the date set forth in the applicable Documentation. THE FOREGOING WARRANTIES DO NOT APPLY TO, AND WE DISCLAIM ALL WARRANTIES WITH RESPECT TO, OPEN SOURCE COMPONENTS. In the event of any material non-conformance during the Software Warranty Period, your exclusive remedy and our sole obligation shall be to use commercially reasonable efforts to correct such non-conformance or provide a workaround. If we are unable to do so within a reasonable time, we may, at our sole option, replace the Software or refund the fees paid for the affected Software.

ii. Hardware Warranty. Accops warrants that the Hardware will be free from material defects in workmanship and materials for the period set forth as follows and applicable to the Product type): (1) One (1) Year Limited Warranty for the Hardware (excluding spare parts and spare kits) unless otherwise a longer warranty period is agreed in writing between the Parties; (2) Ninety (90) days Limited Warranty for spare parts and spare kits ((1) and (2) collectively "Hardware Warranty Period"). Accops' sole obligation, and your sole remedy, for any breach of warranty shall be to repair or replace the defective Hardware at no charge to the original owner. This obligation is exclusive of transport fees, labour or installation costs, and any other cost which are not directly associated to the Hardware. Such repair or replacement will be rendered by Accops at an authorized Accops service facility. The replacement Hardware need not be new or of an identical make, model, or part. Accops may, in its discretion, replace the defective Hardware (or any part thereof) with any reconditioned Hardware that Accops reasonably determines is substantially equivalent (or superior) in all material respects to the defective Hardware. The Hardware Warranty Period for the repaired or replacement Hardware shall not exceed the remaining Hardware Warranty Period. If a material defect is incapable of correction, or if Accops determines in its sole discretion, that it is not practical to repair or replace the defective Hardware, the price paid by the original purchaser for the defective Hardware will be refunded by Accops upon return to Accops of the defective Hardware. All Hardware (or part thereof) that is replaced by Accops, or for which the purchase price is refunded, shall become the property of Accops upon replacement or refund.

b. Disclaimer. All warranties provided under this Agreement are conditioned upon: (a)no unauthorized modifications, alterations, or repairs; (bb) use of the Product in accordance with the Documentation and within specified environmental and operational parameters; and (cc) your timely payment of all fees due to us or our authorized reseller. Failure to satisfy any of these conditions shall void all warranties and support obligations. EXCEPT FOR THE WARRANTIES SPECIFICALLY DESCRIBED IN SECTION 8(a) ABOVE, WE AND OUR LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED, OR OTHERWISE, ARISING WITH RESPECT TO THE PRODUCTS, DATA, SPECIFICATIONS, OR DOCUMENTATION DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT OR TITLE, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE IS PROVIDED “AS IS.” WE DO NOT WARRANT THAT THE SOFTWARE IS ERROR FREE, THAT IT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE OTHER THAN THAT PROVIDED BY US OR SPECIFIED IN THE DOCUMENTATION, OR THAT THE SOFTWARE WILL SATISFY YOUR SPECIFIC REQUIREMENTS. WE MAKE NO WARRANTY CONCERNING THE COMPLETENESS OR ACCURACY OF THE DATA OR INFORMATION OBTAINED OR DERIVED THROUGH THE USE OF THE DATA INCLUDED IN THE SOFTWARE AND THE DATA IS PROVIDED “AS IS”. WE HAVE NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES OTHER THAN AS PROVIDED ABOVE OR TO OTHERWISE MODIFY THE TERMS OF THIS LICENSE.

a. Infringement Defense. We will, at our expense, defend any suit/ claim brought against you by an unaffiliated third party based on a claim that the Software infringes a valid patent, trademark, or copyright, or misappropriates a third-party trade secret. We will pay costs and damages (including reasonable attorneys’ fees) finally awarded against you, or agreed in settlement by us, directly attributable to any such claim and will bear all reasonable costs of the investigation and defense of the claim, provided that: (1) you notify us in writing of such claim promptly following receipt of notice; (2) we have sole control of the defense and settlement negotiations; (3) you provide all information and communications concerning such claim; and (4) you provide reasonable assistance when requested. You may participate in the defense with counsel of your choice at your expense, provided that such representation does not interfere with our right to control the defense.

b. Exclusive Liability. We will, at our option and expense: (1) obtain rights for you to continue using the Software; (2) replace or modify the Software so that it becomes non-infringing while providing substantially similar functionality; or (3) terminate the applicable perpetual license(s) and, upon your written confirmation of the Software's complete destruction and return of all copies and Documentation, provide you with a credit not to exceed the purchase price paid by you for such Software, calculated using three (3) year straight-line depreciation from the date of initial purchase. The remedies in this Section, subject to all other restrictions and liability limitations and exclusions herein, state our sole and exclusive liability to you concerning any claims of infringement or misappropriation of intellectual property rights.

c. No Liability. We will not be liable for any claim of infringement based on: (1) use of a superseded release of the Software where the subsequent release is available to you at no cost and is non-infringing; (2) use of the Software in combination with equipment or software not supplied by us (including Open Source Components) where the Product would not itself be infringing; (3) use of the Software in an application or environment not described in the Documentation; (4) software or technology not developed by us; (5) Software altered or modified in any way by anyone other than us or our authorized agents; (6) your continued use of the Software after we notify you to discontinue use due to such a claim; or (7) any other use of the Software in violation of the terms of this License.

a. Indirect and Consequential Damages. Neither party will have any liability, whether arising in contract (including warranty), tort (including active, passive or imputed negligence, strict liability, or product liability), or otherwise for any punitive, exemplary, special, incidental, consequential, or indirect damages, loss of use, damage to, loss of, or corruption of data (whether direct or indirect, and whether or not constituting tangible property damage), loss of reputation, business interruption, loss of revenue, loss of business, lost profits, anticipated savings, or other financial loss arising out of or in connection with the software or other goods or services furnished to you by us, even if advised of the possibility of such damages.

b. Direct Damages. The collective, aggregate liability for each party under this license will not exceed the amount paid for the applicable for Software/Product(s) (i) in the twelve (12) months immediately prior to the event giving rise to the claim or (ii) the total fees paid for such Software calculated using three (3) year straight-line depreciation from date of purchase or (iii) the total amount paid for the Hardware.

c. Disclaimer; Exclusions. The limitations and exclusions contained in this section will apply notwithstanding any failure of an essential purpose of any limited remedy provided under any term of this license. The limitations and exclusions in this section will not apply to: (1) your breach of any restrictions; (2) your payment obligations, if any, to us; (3) your misuse or misappropriation of our intellectual property, including trade secrets; (4) either party’s gross negligence or willful misconduct; or (5) breach of any anti-corruption, anti-bribery, ant-money laundering laws; or (6) damages that cannot be excluded as a matter of applicable law. To the extent permitted by law, our licensors will not have any liability for any direct damages of any kind under this License.

Either party may terminate this License by written notice to the other party if the other party materially breaches this License and, with regard to breaches that are capable of cure, such breach remains uncured for 30 days after the non-breaching party provides written notice, or immediately upon written notice for breaches that are incapable of cure. Accops may also terminate the License at its convenience by providing a 30 days prior written notice to you. Upon termination or expiration of this License, you will stop all instances running in your private network and destroy any copies of the Software and Documentation in such network (and all copies or portions thereof). In case the License is terminated for convenience by Accops, Accops will provide you with a pro-rata refund on a 3-year straight-line method corresponding to the fees paid by you for the remaining period.

Software maintenance and support, if any, shall depend on the type of Software licensed hereunder and shall be governed by Accops’ then-current support policies, available at https://support.accops.com (or any successor website designated by Accops).

Unless otherwise expressly stated in the Documentation or an applicable order, maintenance and support for the Software are not included under this License and must be purchased separately.

If Licensee purchases maintenance and support for a Product, the term “Software” as used herein shall include any updates, upgrades, patches, bug fixes, corrections, or modifications that Accops makes generally available at no additional charge during the applicable maintenance and support term (collectively, “Updates”). Licensee may use such Updates only for so long as the Software is validly licensed to Licensee.

Accops offers multiple support models tailored to Licensee’s operational requirements, including, without limitation:

(a) Standard Business Hours Support;

(b) Extended Hours Support; and

(c) 24×7 Support.

Details regarding support coverage, response times, escalation procedures, and applicable service levels are set forth in Accops’ support policies available at https://support.accops.com

a. Governing Law and Dispute Resolution. This License will be governed by the laws of the Republic of India excluding its conflicts-of-laws provisions which would refer construction hereof to the laws of another jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Save and except for the remedies of equitable relief, interim relief, or interim measures, the Parties shall be bound to refer the disputes to arbitration in accordance with the provisions of this License. If the Parties fail to resolve any dispute in relation to this License after expiry of thirty (30) days from the date the dispute is raised by either Party, then such dispute shall be referred to and finally be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (or any statutory modification or re-enactment thereof) by a sole arbitrator appointed mutually by the Parties. The seat of arbitration shall be Mumbai. The order passed by the sole arbitrator shall be final and binding on the Parties. The language of the arbitration shall be English. The arbitrator shall decide any such dispute or claim strictly in accordance with the governing law specified hereinabove. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Notwithstanding anything to the contrary, the Parties may agree to conduct the arbitration proceedings virtually through video conferencing or other audio-visual means as may be mutually agreed by the Parties and subject to applicable law.

b. Notice. Notices given in connection with this License will be in writing and may be delivered (i) personally, (ii) by courier, or (iii) by email. Notices to you shall be addressed to the address listed in the applicable purchase order or quote. Notices to Accops shall be delivered to the addresses set forth above. Notwithstanding the foregoing or anything else herein to the contrary, for purposes of any applicable notices regarding data breaches, security breaches, or similar matters, Accops will notify you via the contact information you have specifically provided to Accops for the purpose of such notifications and/or, as Accops may reasonably determine in light of the circumstances, the most recent electronic mail address we have on file for you.

c. Miscellaneous. If either party is unable to perform any obligation under this License, other than payment obligations, due to any cause beyond the reasonable control of such party, the affected party’s performance shall be extended for the period of its inability to perform due to such occurrence. This License and the rights and obligations herein may not be assigned or transferred, in whole or in part, by you without our prior written consent. Any assignment in violation of this provision is void and without effect. Upon any permitted assignment or transfer, this License or the relevant provisions shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. No provision, right, or privilege shall be waived by any act, delay, omission, or acquiescence by any party or a party’s agents or employees and may be waived only by a written instrument executed by both parties. Nothing in this License will be construed as creating an agency, partnership, franchise, or joint venture relationship between the parties. No waiver of any breach or default of this License shall be effective as to any other breach or default, whether of the same or any other provision and whether occurring prior to, concurrent with, or subsequent to such waiver. Headings and captions are for convenience only and are not to be used in its interpretation. If any provision is held to be invalid, illegal, or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this License otherwise remains in effect and fully enforceable. This License, together with the applicable Documentation and all other documents incorporated by reference herein, constitute the entire agreement between the parties relating to the subject matter hereof and supersedes all proposals, understandings, or discussions, whether written or oral, relating to the subject matter of this License (including, without limitation, any additional terms or conditions that are included or referenced in any of your purchase orders and/or your portals which are expressly rejected and are not enforceable) and all past dealing or industry custom. No modification of or amendment to this License, nor any waiver of any rights under this License, shall be effective unless in writing and signed by both parties. The provisions of this License that by their nature or express terms are intended to survive termination or expiration shall so survive, including without limitation those relating to Intellectual Property Rights, Confidentiality, Warranty Disclaimers, Limitation of Liability, Indemnity, Governing Law and Dispute Resolution, and Notices. Termination or expiration of this License shall not relieve either party of any liability or obligation that has accrued prior to such termination or expiration, and such surviving provisions shall remain binding and enforceable.