End User License Agreement

iProHR of India software application is licensed to you (End-User) iProHR of India powered by IBG Infotech Pvt Ltd, located and registered at IBG House, Sharv Plaza, Hadapsar, Pune, Maharashtra 411028, India ("Licensor"), for use only under the terms of this License Agreement.

By downloading the licensed Application from Apple's software distribution platform ("App Store") and Android OS Google's software distribution platform ("Play Store"), and any update thereto (as permitted by this License Agreement), the End User indicate the agreement to be bound by all of the terms and conditions of the License Agreement. This License Agreement App Store and Play Store are referred to in this License Agreement as "Services."

iProHR ("Licensed Application") is a piece of software created for HR platform to manage sales, marketing, and customer service. Automate tasks, enhance customer experiences, and drive growth for all type of businesses which efficiently handles Customer Relationship Management to simplifying business operations. And customized for iOS and Android mobile devices ("Devices"). iProHR is a platform created and managed by IBG Infotech Pvt Ltd offering complete HR Software (‘Services’) and aids as a platform for Startups, Micro, Small and medium size businesses and other retail or institutional customer interested to avail the services of iProHR. iProHR combines a tech-powered HR dashboard and actively manages your day-to-day business, including sales, marketing, and customer service. Automate tasks, enhance customer experiences, and drive growth. For the sake of reference, the registered user of iProHR shall be referred to as End- User or Licensee, variably in this Policy, subject to the contextual variation and objectives.

1. SCOPE OF LICENSE

1.1 Users are given a non-transferable, non-assignable, non-exclusive, and non-sublicensable license to install and use the licensed application on any devices that End-User owns or control and as permitted by the Usage Rules.
1.2 This license will also govern any updates of the Licensed Application provided by Licensor that replace, repair, and/or supplement the first Licensed Application, unless a separate license is provided for such update, in which case the terms of that new license will govern
1.3 End User are not permitted, authorized and empowered with any form of rights to grant, permits access, assign, re-distribute, re-assign or the source code, intellectual properties relating with the design, source code, information technology related assets and all form of tangible, intangible assets lawfully and rightfully owned, claimed and belonging to the Licensor for the systematic and smooth functioning of the licensed services to the end-user.
1.4 End User is granted license to use the license service through the licensed application, on end-to-end user basis and is prohibited to commercialize the usage of the software application or its usage, for unauthorized activity and unlicensed purposed. without any written permission from the iProHR
1.5 End- User shall not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof.
1.6 The Licensor shall have the authority and power to engineer, translate, integrate, compile, decompile, modify, combine, amend, create the derivative works of source code of the licensed application to ensure the smooth and effective functionality, operation and administration of the licensed application, without any unauthorized third-party software or application interference, which shall impede the functionality of the licensed software application.
1.7 The Source code along with the functionality components and resources of the licensed application shall exclusively, discreetly and absolutely vest with the Licensor and this license agreement does not constitute an enforceable assignment or license to use or commercialize the resources or source code or any other integral and fundamental components of software application to the End- User.
1.8 The license to use the licensed application is restrictive in nature and is subject to the terms and conditions of the Service, License Agreement and other policy regulating and governing the scope of usage of the licensed application, on discretionary basis.
1.9 End- User shall not distort, disassemble or create software application or its any form of derivative work, which majorly has similar pattern of source code or amended source code, which has high tendency and potential to create competitive application providing similar nature of services as licensed by the Licensor.
1.10 Nothing in this Agreement shall be construed or inferred to be a grant of discretionary authority to the Licensee to expand, modify and amend the usage regulations of the licensed application and terms of the license agreement save and except the consistent terms and conditions of service and regulating norms of the End User License Policy outlined herein.
1.11 The License granted herein to the End- User shall not prevent or exonerate the End- User from performing its obligations as outlined in the terms and conditions of the Services and policies forming integral part of the terms of the Service.
1.12 The End- User shall be solely responsible for the rightful access, permissible usage and authorized activity as allowed in accordance with the terms and conditions of the services.
1.13 End- User shall not disclose or disseminate the source codes of the Licensed application, which are intellectual property of the Licensor, to any competitor or third-party entity which shall exploit or abuse the source code for unfair trade practices by any third party.
1.14 End- User shall not copy (, modify alter, or distribute the Licensed Application or portions thereof. End- User shall not remove any intellectual property notices.
1.15 End- User shall be responsible for the access and usage of the licensed application from its respective account created and maintained by iProHR. Any unauthorized access shall lead to strict actions as set out in this Agreement.
1.16 Nothing in this Agreement shall deprive iProHR to undertake necessary remedial action or preventive measures to prevent or redress the abuse or misuse of licensed application for unwarranted or unauthorized usages by the registered user or unauthorized third-party access or abuse. Violations of the obligations and undertakings mentioned above and, in this Agreement, as well as the attempt of such infringement, may be subject to prosecution and damages.
1.17 Licensor reserves the right to modify the terms and conditions of licensing.
1.18 End-User must ensure to comply with applicable third-party terms and conditions. In the event of any inconsistency and repugnancy between the third-party terms and conditions and the terms of this license agreement, End-User shall be bound to comply with the prevalent terms and conditions of this Agreement without compromising or causing redundant the obligation to be performed and observed under this Agreement.
1.19 In any event, the Licensor finds that the Licensee committed acts or liable for omissions, which constitute breach of this license agreement or violate the terms of the licensed service, the Licensor shall have the right to restrict, prohibit, or revoke the rightful access granted or permitted to the End-User. In any event the restrictions, prohibition and revocation of the access, shall not absolve the End- User from its obligations which resultantly attracts monetary penalty, punishment for malfeasance or any form of compensatory, punitive or retributive justice as may be remedied by any jurisdiction competent court, in accordance with the provisions of law, in force or which shall be enacted in future.
1.20 In the event, the licensee authority to access the licensed application is curtailed or prohibited, the Licensee shall be under inalienable obligation to maintain the confidentiality in terms of the sources, know-how , software application and its fundamental component including information technology related assets, trade usage and other forms of knowledge or information’s which the License was granted access to and notwithstanding anything contained in this Agreement, End- User shall not indulge in unfair and competitive trade practices similar to the Licensor for a period of 2 (two) years.
1.21 Licensor shall have the authority to call upon the Licensee to delete all the source codes and other fundamental component related with the licensed software application, and the Licensee shall without any protest or objection, shall delete all the sources codes, or programming material which enhances or is responsible for functionality of the software application. This right vested with Licensor is enforceable in nature, without any discretion to the Licensee.

2. TECHNICAL REQUIREMENTS

2.1 The Licensed Application requires a firmware version 1.0.0 or higher. Licensor recommends using the latest version of the firmware.
2.2 Licensor attempts to keep the Licensed Application updated so that it complies with modified/new versions of the firmware and new hardware. End User or Licensee are not granted rights to claim such an update, as a matter of vested right. .
2.3 Licensee acknowledge the responsibility to confirm and determine that the app end-user device which they intend to use the Licensed Application satisfying the technical specifications mentioned above.
2.4 Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
2.5 Any amendment, upgrade or replacement in the technical requirement shall not absolve the licensee to observe or perform obligations as outlined in the terms and conditions of services.

3. MAINTENANCE AND SUPPORT

The Licensor is solely responsible for providing any periodic maintenance and support services for this Licensed Application. Licensee can reach the Licensor at the email address listed in the App Store or Play Store Overview for this Licensed Application.

3.1 The Licensor shall intimate the Licensee about the periodic maintenance and support services scheduled for the software application. In the event, if any Licensee faces any technical difficulty post maintenance and support services, the Licensee shall raise the concern with the Licensor over the subject email provided on the licensed application or website.
3.2 Licensor and the End-User/Licensee acknowledge that in event of any upgradation or change in the technical specifications, or devices is required in order to enable the Licensor to program and operate the licensed application to render its licensed services, the Licensee shall comply with the requisite technical specification or upgradation and nothing in this Agreement, shall hold Licensor liable for non-access, or temporary nonaccess complaint by the Licensee on grounds of non-compliance with the upgraded software module or program or technical specifications.
3.3 Licensee undertakes to provide all the necessary co-ordination and support to the Licensor for the technical and software upgradation, maintenance and support to enable the Licensor to render service in robust manner.
3.4 In any event, the time consumed in the maintenance and support services shall not be added or graced in the terms of the services. Licensee shall not be permitted to seek grace period for the time period consumed in maintenance and support services of the licensed application.

4. USE OF DATA

4,1 Licensee acknowledges that Licensor shall have the rightful authority and powers to access and adjust Licensee downloaded content from the Licensed Application and personal information, and that Licensor's use of such material and information is subject to Licensor's privacy policy.
4.2 Licensee acknowledge that the Licensor may periodically collect and use technical data and related information about your device, system, and application software, and peripherals, offer product support, facilitate the software updates, and for purposes of providing other services to you (if any) related to the Licensed Application.
4.3 Licensor may also use this information to improve its products or to provide services or technologies to you, as long as it is in a form that does not personally identify you.

5. USER-GENERATED CONTRIBUTIONS

The Licensed Application may invite the Licensee to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide the Licensee with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to the Licensor or in the Licensed Application, including but not limited to text, writings, , photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions").. As such, any Contributions =Licensor transmit may be treated non-proprietary. When the Licensee create or make available any contributions, the Licensee thereby represent and warrant that:

1. The creation, distribution, transmission, and the accessing, downloading, or copying of licensee contribution do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. the Licensee is the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize licensor of, the licensed application to grant access, permission, authority, consent and power to utilize the data or proprietary information’s as necessary and essential for the licensed services.
3. By agreeing with this license policy, the Licensee grants license and authority to the licensor to use the data and proprietary rights, without any claim or reservations for monetary benefits and damages. The rights or authority to use the licensee contributions shall be restricted to advertising, offers and promote the licensor holdings and other associate business ventures.
4. the Licensee Contributions are correct, authentic, valid, accurate, or genuine. In the event of any adverse claims or dispute relating to the license contributions, the Licensor shall not be liable for any malfeasance in connection with or relating to the questioned, disputed or challenged licensee contribution.
5. the Licensee Contributions are not unsolicited or unauthorized advertising, promotional materials, Ponzi or fraudulent schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. the Licensee Contributions are not libelous, slanderous, or otherwise objectionable (as determined by us).
7. the Licensee Contributions do not violate any applicable law, regulation, or rule.
8. the Licensee Contributions do not violate the privacy or publicity rights of any third party.
9. In the event of any alleged infringement or claimed proprietary and intellectual rights held, claimed or owned by licensee, the licensee shall be sole responsible to defend any such allegations, disputes or infringements, and nothing in this Agreement shall make Licensor liable for the wrongdoings of the licensee. By posting your Contributions to any part of the Licensed Application or making Contributions accessible to the Licensed Application by linking your account from the Licensed Application to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty- free, fully-paid, worldwide right, and license to host, use copy, reproduce, disclose, sell, resell, publish, broad cast, retitle, archive, store, cache, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial advertising, or otherwise, and to prepare derivative works of, or incorporate in other works, such as Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Licensed Application. You are solely responsible for your Contributions to the Licensed Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. We have the right, in our sole and absolute discretion,
(1) to edit, redact, or otherwise change any Contributions;
(2) to recategorize any Contributions to place them in more appropriate locations in the Licensed Application; and
(3) to prescreen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

6. LIABILITY

6.1 Licensor liability shall be confined to the limitation of liability clause as mentioned in the terms and conditions of services. Nothing in this policy shall make licensor liable for any damage or compensation for the uncontrollable actions and grievances raised which dehors the scope of licensed services and controls of the licensor. Any technical difficulties causing any loss to the Licensee shall not be reimbursed or compensated. In any technical eventuality causing hardship to the licensee, the licensee shall raise the concern hardship with the licensor on the provided email or number, displayed on the licensed application, for the redressal of grievances. 7. WARRANTY 7.1 Licensor warrants that the Licensed Application is free of spyware, trojan horses, viruses, or any other malware at the time of download.
6.2 No warranty is provided for the Licensed Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories,
6.3 The Licensee is required to inspect the Licensed Application immediately after installing it and notify licensor about issues discovered without delay by email provided in contact information. The defect report will be taken into consideration and further investigated if it has been emailed within a period of thirty (30) days after discovery.
6.4 If Licensor confirm that the Licensed Application is defective, Licensor reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.
6.5 In the event of any failure of the Licensed Application to conform to any applicable warranty, The Licensor shall render services through its manual employees over the prescribed email correspondences or any other safe mode of communication and transmission. The said arrangement will be alternative to the licensed application in the event of any defect or technical issues faced by the Licensee. Nothing in this clause shall hold licensor liable for the loss, penalty or any other form of punitive damages.
CLAIMS IBG Infotech Pvt Ltd and the End-User acknowledge that IBG Infotech Pvt Ltd, and not the Services, is responsible for addressing any claims of the End-User or any third party relating to the Licensed Application or the End-User’s possession and/or use of that Licensed Application, including, but not limited to:
(i) product liability claims;
(ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with Your Licensed Application’s use.

8. LEGAL COMPLIANCE

Licensor and Licensee agree that al the legal and regulatory compliances shall be adhered to, without any reservation against the terms and condition of the licensed services. The Licensee undertakes to comply and perform obligations as set out in the law and terms of the services.

9. CONTACT INFORMATION

For general inquiries, complaints, questions or claims concerning the Licensed Application, please contact: Project Manager IBG House, Hadapsar, Pune, Maharashtra 411028, India projectmanager@ibginfotech.com

10. TERMINATION

10.1 The license is valid until terminated or rescinded by licensor. In the event licensee fail to adhere to any term(s) of this license and terms and conditions of the services and other policy governing the licensed services.
10.2 Upon License termination, licensee shall cease and refrain accessing the licensed application in unauthorized manner from any third-party malware application, and destroy all copies, full or partial, of the Licensed Application, retained by the licensee.
10.3 Notwithstanding anything contained in this policy, the obligations dischargeable by the licensee shall be enforceable in nature and termination of the terms of services and discontinuance or restriction from access or use of the licensed application, shall not absolve the licensee from the obligations as applicable under the terms and conditions of services or any form of agreement entered with the licensor.

11. APPLICABLE LAW

This License Agreement is governed by the laws of India MISCELLANEOUS
11.1 If any of the terms of this policy should be or become invalid, the validity of the remaining provisions shall not be affected. 11.2 Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.
11.3 Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.
11.4 The regulations and policy provisions shall be enforceable and severable in nature.
This policy shall form an integral part of the agreement or terms and conditions of the services between licensor and licensee with regards to the rightful use of licensed application confined to the licensed services.