VenX IT Solutions

This License Agreement (“Agreement”) outlines the terms and conditions governing the use of VenX IT Solutions software products (“Licensed Software”).

This Agreement covers:

• Evaluation License

• Commercial License

• Subscription License

• Technical Support

• Usage Restrictions

• Legal Terms & Conditions

Please read this Agreement carefully before:

Completing the electronic order or downloading the Licensed Software from an authorized website or Installing the Licensed Software delivered through any alternative ordering process.

By downloading, installing, or using the Licensed Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

If you do not agree to these terms, do not download, install, or use the Licensed Software.

1. Evaluation License

VenX IT Solutions grants you a non-exclusive, non-transferable Evaluation License to use the Licensed Software in binary object code form for trial purposes only.

• The evaluation period is thirty (30) days from the date of download or installation (“Evaluation Period”).

• Upon expiry of the Evaluation Period, you must immediately delete all copies of the Licensed Software if you do not purchase a Commercial License.

• The software may not be used for commercial purposes during the Evaluation Period.

• Resale, redistribution, or commercial deployment during evaluation is strictly prohibited.

• All rights not expressly granted remain with VenX IT Solutions.

2. Commercial License

a) Perpetual (Node Locked) License

Upon payment of the applicable license fee, VenX IT Solutions grants you a:

• Non-exclusive

• Non-transferable

• Worldwide license

to use the Licensed Software in accordance with a Node Locked License.

Node Locked License means:

* One copy of the Licensed Software may be installed on only one machine.

“Use” includes storing, loading, installing, executing, or displaying the Licensed Software.

Updates are provided only under valid support coverage where applicable.

b) Subscription License

You may alternatively purchase an Annual Subscription License.

• Valid for one (1) year.

• Renewal must be completed at least 10 days before expiration.

• Software upgrades are included during the active subscription period at no additional cost.

• All other Commercial License terms apply unless otherwise specified.

3. Third-Party Software

The Licensed Software may include components provided by third-party vendors.

• Ownership of third-party components remains with the respective vendors.

• You may not distribute third-party software unless permitted by their specific license terms.

4. Restrictions on Use

You agree NOT to:

• Install the software on more than one computer per license.

• Remove copyright, trademark, or proprietary notices.

• Make copies except for one backup copy.

• Rent, lease, sublicense, or distribute the software.

• Modify, enhance, or create derivative works.

• Reverse engineer, decompile, or disassemble the software.

• Allow third parties to access or use the software without authorization.

5. Technical Support

VenX IT Solutions provides:

• Email support for issue reporting

• Remote support (VNC) for issue resolution

• Product updates (where applicable)

• Online documentation access

Perpetual License Support

• To receive support, you must purchase VenX ASA (Annual Support Assurance), valid for one year.

6. Ownership & Intellectual Property

VenX IT Solutions retains all right, title, and interest in the Licensed Software.

The software is licensed, not sold.

VenX reserves the right to:

• Discontinue products

• Modify features or specifications

• Change pricing or licensing terms

• Alter release schedules

All rights not expressly granted are reserved.

7. Audit Rights

VenX IT Solutions reserves the right to audit your use of the Licensed Software with at least seven (7) days written notice, during normal business hours.

8. Confidentiality

The Licensed Software contains proprietary information protected under Indian law.

You agree to:

• Maintain strict confidentiality.

• Prevent unauthorized disclosure.

• Ensure employees or authorized users comply with this Agreement.

9. Warranty Disclaimer

The Licensed Software is provided “AS IS” without warranties of any kind.

VenX IT Solutions does not guarantee:

• Error-free operation

• Continuous availability

• Fitness for a specific purpose

You assume all risks related to use, including potential data loss or business interruption.

(Some jurisdictions may not allow certain warranty exclusions.)

10. Limitation of Liability

VenX IT Solutions shall not be liable for:

• Indirect, incidental, special, or consequential damages

• Loss of profits

• Business interruption

• Loss of data

Total liability shall not exceed the license fee paid by you for the Licensed Software.

(Some jurisdictions may limit exclusions.)

11. Indemnification

VenX IT Solutions will defend and indemnify you against claims that the Licensed Software infringes valid Indian intellectual property rights, provided you:

1. Notify VenX promptly in writing.

2. Cooperate in defense proceedings.

3. Allow VenX to control the defense and settlement.

No indemnification applies if claims arise from:

• Unauthorized modifications

• Combination with non-VenX products

• Failure to implement updates or replacements provided by VenX

12. Termination

This Agreement remains effective until terminated.

You may terminate by:

• Destroying all copies of the Licensed Software.

Either party may terminate upon material breach if not cured within 30 days of written notice.

Upon termination:

• All copies must be destroyed or returned.

• Confidentiality and liability clauses survive termination.

13. Governing Law

This Agreement shall be governed by the laws of India.

It constitutes the entire agreement between the parties and supersedes prior communications.

Software export must comply with Indian export laws and regulations.

14. Branding & Ownership Notice

VenX IT Solutions reserves the right to display:

“Software by VenX”

on customer invoices, including the official contact number.