“SCHOLARS INSTITUTION MANAGEMENT SOFTWARE END-USER LICENSE AGREEMENT FOR WEB BASED AND DESKTOP VERSION”

IMPORTANT

PLEASE READ THIS SCHOLARS SOFTWARE END-USER LICENSE AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) CAREFULLY BEFORE USING OR TRYING TO ATTEMPT TO USE THIS SCHOLARS SOFTWARE (HEREINAFTER REFERRED TO AS THE “SOFTWARE”).

BY USING THE COMPANY WEBSITE WWW.SSSOFTPRO.COM OR OF ANY OF ITS SPECIFIC PRODUCT’S OR SERVICE’S WEBSITE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS MENTIONED IN THIS AGREEMENT. THE SERVICE PROVIDER IS SHRI SAI SOFTPRO SOFTWARES PRIVATE LIMITED. THE SERVICE PROVIDER RESERVES THE RIGHT TO UPDATE THE TERMS AND CONDITIONS OF AGREEMENT FROM TIME TO TIME WHICH WILL BE AVAILABLE ON WWW.SSSOFTPRO.COM AND / OR WWW.SCHOLARSERP.COM

BY USING THIS SOFTWARE OR BY ACCEPTING OUR SOFTWARE USAGE AGREEMENT POLICY OR ATTEMPTING TO LOAD THE SOFTWARE IN ANY WAY, (SUCH ACTION WILL CONSTITUTE A SYMBOL OF YOUR CONSENT AND SIGNATURE), YOU ACKNOWLEDGE AND ADMIT THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT ONCE ACCEPTED BY “YOU” [AS AN INDIVIDUAL (ASSUMING YOU ARE HAVING LEGAL CAPACITY TO ENTER INTO AN AGREEMENT), OR THE COMPANY, SCHOOL, EDUCATIONAL INSTITUTE, UNIVERSITY OR ANY LEGAL ENTITY THAT WILL BE USING THE SOFTWARE (HEREINAFTER REFERRED TO AS 'YOU' OR 'YOUR' FOR THE SAKE OF BREVITY)] SHALL BE A LEGALLY ENFORCEABLE AGREEMENT BETWEEN YOU AND SHRI SAI SOFTPRO SOFTWARES PRIVATE LIMITED, JAIPUR, INDIA (HEREINAFTER REFERRED TO AS “SCHOLARS”). YOU SHALL HAVE THE RIGHTS TO USE THE SOFTWARE SUBJECT TO THE TERMS AND CONDITIONS MENTIONED IN THIS AGREEMENT OR AS AMENDED BY SCHOLARS FROM TIME TO TIME. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS BELOW, DO NOT USE THIS SOFTWARE IN ANY WAY AND PROMPTLY RETURN IT OR DELETE ALL THE COPIES OF THIS SOFTWARE IN YOUR POSSESSION.

In consideration of payment of the License Fee, evidenced by the Payment Receipt, Scholars grants You, a non-exclusive and non-transferable right for your own use only. SCHOLARS reserves all rights not expressly granted, and retains the Intellectual Property Rights, Proprietary Rights, title and ownership of the software, including all subsequent copies in any media. This software and the enclosed documents, if any, whether in physical or electronic form, are the property of SCHOLARS and are copyrighted. Copying of the software or the enclosed documents is expressly forbidden.

License Fees or Subscription Fees paid to SCHOLARS is considered only towards a non-exclusive and non-transferable right to use the Software. Other add-on applications such as “Updates”, “Upgrades” are provided free of cost.

Definitions

"Distributors” means the authorized distributors, channel partners, alliance partners, sub-distributors of SCHOLARS, selling SCHOLARS range of products, including sales through Internet.

“License period” means the period for which the license is valid for use (not exceeding one year) as more particularly described in this Agreement.

“Device” means the laptops, computers, smartphones or any other electronic devices for which the software is specifically designed on which the software will be installed and/or used.

“Normal working hours” shall mean 09:30 a.m. to 6:30 p.m. India Standard Time (IST) on working days and "Working Days" means Mondays to Saturdays inclusive, but excluding bank and public holidays in India.

“Support” means the Technical Assistance in order to use the software, provided by SCHOLARS or authorized support partners of the SCHOLARS, which may or may not be chargeable to you.

“Updates” also called a software patch, is free download for an application that provides features or fixes that are not working as intended or adds minor software enhancements and compatibility.

“Upgrades” means any correction, improvement, modification or yearly enhancements in the form of the new version of the software.

“Software” means any of the variants of SCHOLARS software – desktop, web or mobile application.

“Product” means the SCHOLARS software whether desktop version (or any other).

“You” means the “End User” which means:

i . An individual (such an individual) installing/using/legally acquiring the right to use this software on his/her own behalf and every other person (whether authorized or not by such an individual) who uses/has the possession of the device on which the software is installed and activated and / or used via login in case of web application; or

ii. An organization (including but not limited to a partnership, joint venture, society, educational entity, Limited Liability partnership, Limited Liability Company, Company of any nature, Trust, Governmental Authority, Unincorporated Organization, Association of Persons) or any person (such person) who have been authorized by such an organization to download, install, use the software, accept the Agreement on behalf of the organization and every other person (whether authorized or not by such person) who uses/has the possession of the Device on which the software is installed and activated and / or used via login in case of web application.

Do's & Don'ts

You can:

i . Make copy of the software for backup purpose or for the purpose of sharing through various means (and such backup copy must be destroyed when you lose the right to use the software or is terminated for any other reason according to the legislation in force in the country of your principal residence or in the country where you are using the software) and replace lost, destroyed, or becomes unusable.

ii. Use one copy of the software on a single computer. In case of multiuser pack, use the software only on the said number of systems as permitted.

iii. Install the software on a network, provided you have a licensed copy of the software for each computer that can access the software over that network.

iv. Use the login for which you are authorized and permitted, only after ensuring that there is no payment due: first time or renewal.

You cannot:

i . Emulate or adapt any portion of the software.

ii. Sublicense, rent, or lease any portion of the software.

iii. Try making an attempt to reveal/discover the source code of the software.

iv. Debug, decompile, disassemble, modify, translate, or reverse engineer the software.

v. Create derivative works based on the software or any portion thereof with sole exception of a non-waivable right granted to you by any applicable legislation.

vi. Remove or alter any copyright notices or other proprietary notices or statutory notices on any copies of the software.

vii. Reduce any part of the software to human readable form.

viii . Use for unlicensed and illegal purpose.

ix. Use the software if the renewal is due and you have not paid for the renewal.

x. Misuse email, SMS packages for any illegal, unethical, unsolicited use or for causing spam via the software.

Activation

SCHOLARS cautions you that in the process of installation of the software, the other security products/software installed on your computer may get uninstalled or be disabled if the same are not compatible with the SCHOLARS software. SCHOLARS expressly disclaims any loss of data, loss of profits during such installation. If you modify your device or make alterations/modifications to other vendors’ software installed on it, you may be required to repeat activation of the software or installation of license key file or may need to contact SCHOLARS support for help. SCHOLARS reserves the right to verify the validity/legality of the license and software.

The license rights granted under this Agreement are limited for the first twenty one (21) days after you first install the product unless you supply registration information required to activate your licensed copy.

You have to activate the product in accordance with the instructions shared by SCHOLARS. You may also need to reactivate the product if you happen to re-install the product due to any reasons. There are technological measures in this product that are designed to prevent unlicensed or illegal use of the product. You agree that we may use those measures. These measures can also lead to an immediate blockage on the use of the product after which you will not be able to use select or all of the modules of the software and may lose all the data. You agree that the SCHOLARS software may use the measures that can control and prevent piracy of software.

License Terms & Conditions

You agree to provide all authentic and valid information related to the sign-up process. Any exception may lead to immediate cancellation of your product license and SCHOLARS will not be liable to make any payments or refunds in such case nor will the company be responsible for any loss or manipulation of data.

You are entitled to use this software from the date of purchase/license activation date till the end of the period for which the license is purchased.

You understand, agree, and accept that you are entitled for the updates via Internet and technical support via the telephone for the duration of the license period.

You agree and understand that any unauthorized usage of this software or breach of any or all terms and conditions stated in the Agreement shall result in automatic and immediate termination of this Agreement as granted hereunder. Further, this may result in criminal and/or civil action by SCHOLARS and/or its agents against you including but not limited to the right to block the key file/license key/product key without any prior intimation/notice to you. No refund will be paid to you in this regard.

General Terms, Conditions and Disclaimers

You agree, accept, and acknowledge:

i . That you are solely responsible for the configuration of the software, settings, and the actions or inactions that result from such actions and SCHOLARS shall not have and shall assume no liability/responsibility in any case and the Clause of Indemnification shall be applicable.

ii. That SCHOLARS shall not have and shall assume no liability/responsibility for any data deletion, including but not limited to any deletion/loss of personal, and/or confidential data; and/or uninstallation of third-party apps; and/or change in settings; specifically authorized by you or occurs due to the actions, inactions (whether intentional or not) by you or any third party whom you have authorized to use, handle your device due to features of this software.

iii. That to avail/use certain features of the software such as updates and upgrades, you may be required to incur certain costs and that SCHOLARS does not warrant that the usage of certain features of the software are free of cost and that SCHOLARS shall not entertain and expressly disclaims, any claim for reimbursement of any expenses including but not limited to any direct or incidental expenses arising out of your usage of such features of this software.

iv. That you are solely responsible and shall comply with all applicable laws, regulations of India and any applicable foreign/trans-national laws including without limitation, privacy, data protection, obscenity, confidentiality, copyright laws for using any report, data, information derived as a result of using this software.

v. That while using this software, SCHOLARS suggests some actions to be initiated by you in your sole benefit, for example “SCHOLARS software may suggest you to uninstall infected applications”, however such actions are suggestive and SCHOLARS takes no responsibility/liability if you perform such suggestive actions or not and SCHOLARS assumes no responsibility/liability for any result or liability arising out of such actions/inactions.

vi. You will be responsible for maintaining the security of your login details like user ID / Name, password or any other. SCHOLARS will not be responsible for any loss or damage from your failure to comply with security obligation.

vii. You undertake not to abuse, threaten, harm or harass the Directors, team, partners or any other associate or user of SCHOLARS in any way.

Viii. The use of product is billed as per terms of payment with specific users. There is no provision for refunds or credits for partial months of service, upgrade / downgrade refunds or for non-usage or product for any duration.

ix. SCHOLARS does not bear responsibility for any loss or damage of data during downgrading the service or discontinuing one or more modules of the product.

x. If you want to cancel your account for any reason then you have to contact SCHOLARS through proper formal communication and follow the cancellation process as specified by the company. No claims can be made by you in such cases towards loss of data.

xi. SCHOLARS will assist in importing your data at the time of installation and a fee will be chargeable for this service. SCHOLARS cannot be held accountable for any loss, damage or modification of data during this process of implementation or of importing the data. Installation and import of data will be done only by SCHOLARS team or an authorized representative of SCHOLARS.

xii. SCHOLARS, in its sole discretion, has the right to suspend or even terminate your account and refuse any and all current or future use of service for any reason at any time. Such an action will result in deactivation or deletion of your account and your access to your account and its content. No service and support will be extended in such cases.

xiii. In no event shall SCHOLARS, or its Directors, Principals, Shareholders, Officers, Employees, Affiliates, Contractors, Subsidiaries or Parent Organizations be liable for any incidental, consequential or punitive damages whatsoever in relating to the use of SCHOLARS product or any of its modules or your relationship with its parent company.

Support

SCHOLARS offers free technical support to assist you in the usage of this software. This support can be over phone and / or live chat with the customer care team and / or Interactive Voice Response System (IVRS). The technical support team may, at your discretion, take remote access of your computer. The availing of this support will be solely at your discretion and you are solely responsible to take backup of the existing data/software/programs in your device before availing such a support and you are liable to bear all the direct, indirect, and consequential cost associated to it. SCHOLARS will not be held responsible for any loss of data, any kind of direct/indirect/consequential loss or damage to data/property arising during this entire process. If at any point of time the Technical Support team is of the opinion that it is beyond their scope, it will be the sole discretion of SCHOLARS to suspend, cease, terminate, or refuse such support as SCHOLARS does not claim any warranty and/or guarantee of any kind in providing the support feature.

Email/Electronic Communication

Once you register the software by activating the software, SCHOLARS may communicate with you on the contact information submitted during the registration process through email or any other electronic communication device. The communication can be for the purpose of product renewal or product verification for your convenience. SCHOLARS will be making communication only on the registered email or mobile numbers provided by you and will entertain all the communications from your end from registered contact details (email, phone etc) only.

SCHOLARS Updates & Upgrades

As a registered user, you are entitled to receive software updates and version upgrade as and when released free of cost during the license period, subject to the terms and conditions mentioned herein.

Data Privacy

The web-based version of SCHOLARS software provides options to you to have your own server (on premise or remote) or to use the server space of SCHOLARS server where Your data will be stored and managed by you only. SCHOLARS does not bear the responsibility of damage, manipulation or loss of such data (database) due to any reasons, whatsoever.

Indemnification

You expressly understand, admit, agree, and warrant that in no event shall SCHOLARS and/or any of its directors, employees, agents, partners, distributors be liable for any and against all claims, expenses, suits, costs, demands, judgments whatsoever made by you and/or any third party for any direct, indirect, incidental, special, punitive, consequential and/or exemplary damages including, but not limited to damages for loss of business/profits, damages for loss of confidential/other information, failure to meet any statutory duty/duty of reasonable care/duty in good faith, economic/notional loss, loss for business interruption, goodwill, damage and loss of data or programs, or other intangible losses (even if SCHOLARS has been advised of the possibility of such damages), to the fullest extent permissible by law:

i . Arising due to your usage of this software;

ii. Your negligence or inability of using the software or support;

iii. Any dispute between you and third party with respect to availing this software;

iv. Your violation of any rights of any other individual and/or entity;

v. Your breach of the Agreement;

vi. Your violation of any provisions under any laws/statutes/acts in India or abroad;

vii. The failure of SCHOLARS to provide support service or any other service/information.

This limitation will apply to all causes of action whether arise in equity or tort, including but not limited to breach of contract, breach of warranty, negligence, strict liability, misrepresentations and hereby release SCHOLARS and/or its directors, employees, agents, distributors from any and all obligations, liabilities in excess of the limitation stated herein.

In the event, SCHOLARS and/or its directors, agents, employees, distributors are found liable, you understand and accept that the liability of SCHOLARS shall be limited only up to and not exceed in any case:

![if !supportLists]> (i)               ![endif]> the License Fee equivalent to one month incurred by you in acquiring the software from SCHOLARS or its distributors/agents in case of web-based application and;

![if !supportLists]> (ii)             ![endif]> the License Fee equivalent to one year incurred by you in acquiring the software from SCHOLARS or its distributors / agents in case of desktop application.

This Clause shall survive the termination of this Agreement.

Limited Warranty and Disclaimers

This software provided by SCHOLARS is “AS IS” and “AS AVAILABLE” without warranty of any kind, expressed or implied, including but not limited to the implied warranties of merchantability, fitness, usage, performance, satisfactory quality, integration, applicability for a particular use and any other warranties are disclaimed to the fullest extent permissible pursuant to the applicable law.

SCHOLARS warrants that the Licensed Software, as delivered by SCHOLARS will conform to the modules and respective features of each module as mentioned in user deliverable document(s). However, SCHOLARS does not offer any warranty regarding the performance of software and shall not entertain any claim regarding the same. SCHOLARS MAKES NO WARRANTIES OR CLAIMS THAT THE LICENSED SOFTWARE, OR UPGRADES WILL MEET YOUR REQUIREMENTS OR THAT THE USE OF THE LICENSED SOFTWARE, OPERATION, CONTENT UPDATES, AND UPGRADES WILL BE ERROR-FREE OR UNINTERRUPTED.

You understand and accept that this software will substantially perform according to the specifications and descriptions as stated in the user deliverables document, as updated from time to time, subject to the following and SCHOLARS expressly disclaims any and all liabilities arising from the following circumstances:

i . Incompatibility caused by any software and/or hardware components installed on your device;

ii. Any actions initiated by you or by third parties which were beyond the control of SCHOLARS;

iii. Any failures, malfunctions, defects resulting from abuse, improper installation, theft, misuse, accident, operation or maintenance, acts of God, alteration, power failures, casualty, alterations, neglect, non-permitted modifications, acts of terrorism, and vandalism;

iv. The deficiencies, defects in your device and related infringements;

v. Your violations of the terms and conditions described in this Agreement.

vi. Inability of SCHOLARS support service to provide uninterrupted support, in a timely manner, or inability to meet any or all of your support requirements.

Intellectual Property

The software, source code, activation code, license keys, documentation, systems, ideas, information, content, design, and other matters related to the software and trademarks are the sole proprietary and intellectual property rights of SCHOLARS protected under the Intellectual Property Laws and belongs to SCHOLARS. Subject to certain terms mentioned in respective open source license where used by SCHOLARS, nothing contained in this Agreement grants you or is intended to grant you any rights, title, interest to intellectual property, including without limitation any error corrections, enhancements, updates, or modifications to this software whether made by SCHOLARS or any third party. You understand and acknowledge that you are provided with a license to use this software subject to the terms and conditions of this Agreement.

This Software may include certain third party components which are governed by the license agreements executed between SCHOLARS and the respective third party owners. [The third party components licensed under terms of the certain agreement requires SCHOLARS to disclose that Intellectual Property rights and ownership rights shall remain with SCHOLARS and/or its technology licensing partners respectively. Even if such third party components are governed by respective agreements/contracts, the disclaimers and the limitations shall apply as mentioned in this EULA.]

All the title, ownership and all rights including Intellectual Property rights of the Third Party shall rest with the concerned Third Party only and the User shall also be liable to comply with their License Terms. Where applicable, such third party will be beneficiary of this EULA.

General

Force Majeure . SCHOLARS will not be liable for any delay or failure to fulfil its obligations hereunder that results from an act of God, war, civil disturbance, government policies, or other cause/s beyond its control. Provided that SCHOLARS shall endeavor to complete the obligation within a reasonable period after happening of any event as covered under such force majeure.

Legal Jurisdiction . This agreement and any matter relating thereto shall be subject only to jurisdiction of the Courts at Jaipur, India and shall be interpreted as per the terms of the law/s for the time being in force in India. Any dispute which may arise out of this Agreement, breach of terms and conditions under this Agreement, shall be settled by direct negotiations between you and SCHOLARS. In the case of failure to resolve the dispute in the manner set out above within 30 days from the date when the dispute arose, the dispute shall be referred to any arbitrators appointed by SCHOLARS. The venue of arbitration shall be Jaipur. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 and Indian Laws and shall be conducted in the English language. The arbitrators shall also decide on the costs of the arbitration proceedings. To the extent possible, after the commencement of any arbitral proceedings, the parties thus engaged shall continue to perform their respective obligations under this Agreement. The provisions of this Clause shall survive termination of this Agreement. Subject to the provisions of this Clause, the Courts in Jaipur, India shall have exclusive jurisdiction and the parties may pursue any remedy available to them at law or equity.

Complete Agreement . This Agreement comprises the entire agreement between the parties regarding the subject matter, and supersedes any proposals, communications or advertising, oral or written, with respect to the software or subject matter of this Agreement. You shall be bound by any and all clauses of the Agreement updated and displayed on the website of SCHOLARS at www.sssoftpro.com/eula www.scholarserp.com /eula from time to time. The Agreement displayed on the website will be the finally concluded and binding agreement between you and SCHOLARS for all legal purposes which include your each activation, reactivation, and renewal of this software. In case of any dispute/queries arising out of any translated versions of this Agreement, SCHOLARS hereby expressly specifies and confirms that the English version as displayed on the website will be final for interpretation and the terms used, meaning conveyed in the English version will be authoritative and binding. Any waiver by either party of any violation of any provision of this Agreement by the other party will not be deemed to waive any other violation of the same or any other provision.

Severability . If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Survival . The Clauses in this Agreement including not limited to rights to License Fees, “Indemnification”, “Limited Warranties & Disclaimers” and “Intellectual Property” shall survive expiration or termination of this Agreement.

The failure to exercise or delay in exercising a right or remedy by SCHOLARS under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any prior, concurrent or subsequent right or remedy.

The section numbers and headings are included merely for the convenience of the parties and are not to be construed in interpreting this Agreement.

SCHOLARS reserves the right to amend this End-User License Agreement from time to time and will keep updated on its website at www.sssoftpro.com/eula and / or www.scholarserp.com and it would be binding on the end users. This is an essence of the agreement and use of this software.

SCHOLARS reserves the right to co-operate with any legal process and may provide documents, information related to your usage of this software and your general usage of the device.

Third-Party Licenses and Open Source Software (OSS) Licenses

Third-Party Licenses

The software product may include certain components, developed and owned by the third parties, which are governed by license agreements executed between SCHOLARS and the respective third party owners. Additional restrictions applicable under the Open Source Software license, as well as third party software license agreement, which are not specifically mentioned in this EULA, will be applicable.

OSS Licenses

This software may also include some software programs, codes, and content that are licensed or sublicensed to the user under the OSS licenses.

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