BY SIGNING OUR Installed CARESOFT.CMS order form OR BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF CARESOFT Software, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "Software"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE Software OR DO NOT SIGN OUR Installed CARESOFT.CMS order form.

As part of the Software, CARESOFT will provide you with use of the Software, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Software shall be deemed to be your agreement to abide by this Agreement including any materials available on the CARESOFT.CMS website incorporated by reference herein, including but not limited to CARESOFT’S privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

CARESOFT’S privacy and security policies may be viewed at http://www.cms.caresoft.ind.in CARESOFT reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Software is an installed web based application, CARESOFT occasionally may need to notify all users of the Software (whether or not they have opted out as described above) of important announcements regarding the operation of the Software. If you become a paying customer of the Software, you agree that CARESOFT can disclose the fact that you are a paying customer and the edition of the Software that you are using.

CARESOFT hereby grants you a non-exclusive, non-transferable, worldwide right to use the Software, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CARESOFT and its licensors. You may not access the Software if you are a direct competitor of CARESOFT. In addition, you may not access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software or the Content in any way; (ii) modify or make derivative works based upon the Software or the Content; (iii) create Internet "links" to the Software or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Software in order to (a) build a competitive product or Software, (b) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Software. You may use the Software only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or volatile of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software or the data contained therein; or (v) attempt to gain unauthorized access to the Software or its related systems or networks.

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Software, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify CARESOFT immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CARESOFT immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another CARESOFT user or provide false identity information to gain access to or use the Software.

CARESOFT does not own any data, information or material that you submit to the Software in the course of using the Software ("Customer Data"). You, not CARESOFT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and CARESOFT shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), CARESOFT reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to use CARESOFT or use Customer Data immediately ceases, and CARESOFT shall have no obligation to maintain or forward any Customer Data.

CARESOFT (henceforth called “CARESOFT”) alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CARESOFT Technology, the Content and the Software and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Software. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Software, the CARESOFT Technology or the Intellectual Property Rights owned by CARESOFT. The CARESOFT name, the CARESOFT logo, and the product names associated with the Software are trademarks of CARESOFT and no right or license is granted to use them.

During use of the Software, you may enter into correspondence with, purchase goods and/or Software’s from, or participate in promotions of advertisers or sponsors showing their goods and/or Software’s through the Software. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. CARESOFT and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. CARESOFT does not endorse any sites on the Internet that are linked through the Software. CARESOFT provides these links to you only as a matter of convenience, and in no event shall CARESOFT or its licensors be responsible for any content, products, or other materials on or available from such sites. CARESOFT provides the Software to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or Softwares may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or Softwares.

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made in advance unless otherwise mutually agreed upon in an Order Form or through the Online Order Center. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide CARESOFT with valid credit card or approved purchase order information as a condition to signing up for the Software. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. CARESOFT reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

CARESOFT charges and collects in advance for use of the Software. CARESOFT will automatically renew and bill your credit card or issue an invoice to you each year or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless CARESOFT has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other Softwares will be charged on an as-quoted basis. CARESOFT’S fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties as applicable to you. You agree to provide CARESOFT with complete and accurate billing and contact information. This information includes your legal company / entity name, street address, fax, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, CARESOFT reserves the right to delete the Software in addition to any other legal remedies. Unless CARESOFT in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in India will be billed in Indian Rupees and subject to Indian payment terms and pricing schemes ("Indian Customers"); (ii) all other entities outside of India will be billed in U.S. dollars or Euros and be subject to non-Indian payment terms and pricing schemes at the discretion of CARESOFT ("Non-Indian Customers"). If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

In addition to any other rights granted to CARESOFT herein, CARESOFT reserves the right to suspend or terminate this Agreement and delete the Software if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or CARESOFT initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that CARESOFT may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

CARESOFT reserves the right to impose a reconnection fee in the event you are suspended and thereafter request reinstallation of the Software. You agree and acknowledge that CARESOFT has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

This Agreement commences on the Effective Date. For all editions, the Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay for the Software by completing the online subscription form, or on the start date of the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at CARESOFT’S then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Software indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), CARESOFT will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that CARESOFT has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

Any breach of your payment obligations or unauthorized use of the CARESOFT Technology or Software will be deemed a material breach of this Agreement. CARESOFT, in its sole discretion, may delete the Software if you breach or otherwise fail to comply with this Agreement. In addition, CARESOFT may terminate a free account at any time in its sole discretion. You agree and acknowledge that CARESOFT has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CARESOFT represents and warrants that it will provide the Software in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Software will perform substantially in accordance with the online CARESOFT help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Software and that your billing information is correct.

You shall indemnify and hold CARESOFT, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) CARESOFT shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs)

CARESOFT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, BUG FREE, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE OR ANY CONTENT. CARESOFT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, OPERTAING SYSTEM, BROWSERS OR DATA, (B) THE SOFTWARE OR ITS REPORTS OR OUTPUTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SOFTWARES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SOFTWARE OR THE SERVER(S) THAT MAKE THE SOFTWARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SOFTWARE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CARESOFT AND ITS LICENSORS.

CARESOFT’S SOFTWARES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CARESOFT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SOFTWARE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

CARESOFT provides Softwares and uses software and technology that may be subject to Indian Government controls. CARESOFT and its licensors make no representation that the Software is appropriate or available for use in other locations. If you use the Software from outside India, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

CARESOFT may give notice by means of a general notice on the Software, electronic mail to your e-mail address on record in CARESOFT’S account information, fax or by written communication sent by registered post / first class mail or pre-paid post to your address on record in CARESOFT’S account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered post, first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to CARESOFT (such notice shall be deemed given when received by CARESOFT) at any time by any of the following: letter sent by registered post to CARESOFT / letter delivered by nationally recognized overnight delivery Software or first class postage prepaid mail to CARESOFT at the following addresses (whichever is appropriate): CARESOFT ,B-43 , Sector -1,Shanti Nagar , Mira Road East, Thane, India addressed to the attention of: Director.

CARESOFT reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Software at any time, effective upon posting of an updated version of this Agreement on the Software. You are responsible for regularly reviewing this Agreement as updated on our website. Use of the Software after any such changes shall constitute your consent to such changes.

This Agreement may not be assigned by you without the prior written approval of CARESOFT but may be assigned without your consent by CARESOFT to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of CARESOFT directly or indirectly owning or controlling 50% or more of you shall entitle CARESOFT to terminate this Agreement for cause immediately upon written notice.

With respect to all Customers, this Agreement shall be in jurisdiction of the Mumbai High court, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Software shall be subject to the exclusive jurisdiction of the Mumbai High court. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and CARESOFT as a result of this agreement or use of the Software. The failure of CARESOFT to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CARESOFT in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and CARESOFT and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these terms of use, any Order Forms, whether written or submitted online via the Order Center, and any materials available on the CARESOFT website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by CARESOFT from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and Softwares contained or made available to you in the course of using the Software; "Customer Data" means any data, information or material provided or submitted by you to the Software in the course of using the Software; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Software; "Initial Term" means the initial period during which you are obligated to pay for the Software equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, Software marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Software; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Software pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Software and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other Softwares contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Order Center" means CARESOFT’S online application that allows the License Administrator designated by you to, among other things, add additional Users to the Software; "CARESOFT" means collectively CARESOFT, an Registered company having its principal place of business at B-43 , 103 , Sector -1 , Shanti Nagar, Mira Road East , India "CARESOFT Technology" means all of CARESOFT’S proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by CARESOFT in providing the Software; "Software(s)" means the specific edition of CARESOFT’S online customer relationship management, billing, data analysis, or other corporate ERP Softwares identified during the ordering process, developed, operated, and maintained by CARESOFT, accessible via http://www.caresoft.ind.in or another designated web site or IP address, or ancillary online or offline products and Softwares provided to you by CARESOFT, to which you are being granted access under this Agreement, including the CARESOFT Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Software and have been supplied user identifications and passwords by you (or by CARESOFT at your request). Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected]