VATIM TM LICENSE AGREEMENT & ORDER FORM VATIM Software License : 1.Grant of License This Legal document is an agreement between you, the user and Visual Access Health Systems for using this Software. You are agreeing to be bound by this software License, Limited Warranty and Acknowledgement. In order to preserve and protect its rights under applicable laws , Visual Access Health Systems does not sell any Rights in the enclosed Software . Rather Visual Access Health Systems grants the right to use this Software by means of a Software License. Visual Access Health Systems Specifically retains the title to the enclosed Software. 2.Copy Right of the Software This Software is protected by both Indian Copyright law and International copyright treaty provisions. Therefore this copy should be treated as any other copy righted materials, except that you may copy it onto the Hard Disk on the computer to be used. 3.Other Restrictions You may not rent or lease the Software but you may transfer the software and user documentation on a permanent basis provided by you to retain copies and the recipient agrees to this term. You may not reverse engineer, de-compile or de-assemble the software except to the extent such foregoing restriction is expressly prohibited by applicable law. 4.Export Restrictions You agree that neither you nor your customers intend to or will directly or indirectly export or transmit the software: (1) The software or related documentation and Technical data or up your software product as described in Section 3 of this License (or any part thereof) or process or service that is the direct product of this software to any country to which such export is restricted. 5.Limited Warranty Visual Access Health System warrants that the Software will perform substantially accordance with the accompanying written materials. The Software will be free of defects and workmanship under the normal use and service for a period defined “in the order confirmation form attached along with this agreement” from the date of receipt. Some states / jurisdiction do not allow limitations on duration of a Warranty, so the above limitation may not apply to you. 6.Customer Remedies Visual Access Health Systems and its suppliers entire liability and your exclusive remedy will be at Visual Access Health Systems’s option, either return of the price paid, OR repair OR replacement of the SOFTWARE which is returned to Visual Access Health Systems with a copy of the receipt. The Limited Warranty is void, if the Failure of the software has resulted from accident, abuse, misapplication, corruption in Hard Disk or any Hardware related problems, Virus related problems, damage during change in Version of Windows, Misplacement of Hardware Locks (Anti piracy device), Changes in the Report formats once set. 7.Customisation of Software Visual Access Health System warrants that the customization of the Software will be done up in accordance with the accompanying written materials which would be treated as signed, sealed and delivered, any customization thereof would be charged as per the changes suggested thereof by the licensee. The Software will be customized as per the details attached in the Order Confirmation Form. Some licensees do not proceed for customization, so the above limitation may not apply to you. 8.License Fee And Taxes In consideration of the grant of licenses to use the software LICENSEE shall concurrently with the execution and delivery of this Agreement pay to the LICENSOR, decided by the LICENSOR and LICENSEE as per the terms arrived in the Order Confirmation Form. The Software will made available to the LICENSEE in Compact Disks along with Hardware Locks “ Anti Piracy Device” procured from reliable sources in the market. 9. TERM The agreement is valid for a period of One year from the date of execution of the order and can be renewed for a further period of two years on mutually agreed terms. The Agreement will come into force from the date of realization of the License fees. 10. SOFTWARE ENHANCEMENTS LICENSOR shall cause each software revision level so as to provide new versions, upgrades, and enhancements with extra consideration from the LICENSEE. However, it is understood that any such new version, upgrade, enhancement is subject to the technological advancements in the market in general which renders the present Software Package as redundant and thus is unable to serve its purpose. In such an event a new version, upgrade, enhancement will be made available to LICENSEE by the LICENSOR along with the details of the necessary procedures required for bringing about such a replacement or new installation. 11. PATENT INDEMNITY LICENSOR agrees to defend LICENSEE and to pay any damages costs imposed or awarded upon the LICENSEE on the basis of any claim that the authorized and the proper use of the software delivered to the LICENSEE or the customer hereunder infringes any patent or copyright of any third party. If any software delivered to the LICENSEE on its customers is determined by a court of competent jurisdiction that it infringes upon the proprietary rights of third party, in such an event. LICENSOR shall procure for the LICENSEE the right to use such infringing system software free of any liability or refund to the LICENSEE the purchase price and license fee of the software paid by the LICENSEE in the terms of clause 8 of the Agreement. 12. TRAINING LICENSOR shall provide for the necessary training the LICENSE or its employees and equip them with the necessary know how and the information to successfully implement the software package. The training shall cover the implementation procedures; the training will be conducted once at the instance of the LICENSEE. It is solicited that the operating staff be conversant with the systems operations as that would be of great help. Also, to take care of any contingency arising due to recruitment of New Staff etc The LICENSOR agrees to hold refresher course for the benefit of the LICENSEE at a cost. LICENSEE shall conduct the training to the clients. 13. Annual Maintenance Contract Visual Access Health Systems warrants that the Software will perform substantially accordance with the accompanying written materials. The Software will be under annual maintenance contract as decided during the signing of the Annual Maintenance Agreement. 14. NON- WAIVER SEVERABILITY Any delay or failure to enforce any time any provision for this Agreement will not constitute a waiver for the rights thereafter to enforce each and every right and provision thereof. If any provision of this Agreement is determined to be invalid / illegal or otherwise enforceable the remaining provisions will remain in full force and effect. 15. AUTHORITY Each party hereby represents and warrants that they have all the requisite powers, authority and approvals to enter into this Agreement and to perform fully each and every obligation hereunder. The parties further confirm that they have taken all necessary steps, action to authorize them to enter into this Agreement and to have a binding effect. 16. ENTIRE AGREEMENT MODIFICATIONS This agreement together with the schedules attached thereto constitutes the entire Agreement between the parties and supersedes all prior negotiations and understandings between the parties with respect to the subject matter thereof. No modifications will be effective unless made in writing and signed by both the parties. 17. CONFIDENTIALITY It is mutually agreed by both the parties that the Terms and conditions of this Agreement will be treated as confidential. 18. LAW APPLICABLE The laws of India shall govern this agreement and enforcement of the rights the Courts of Mumbai shall have exclusive jurisdiction in the subject matter relating to the present Agreement. IN WITNESS WHEREOF THE PARTIES hereunto set and subscribe their respective hands on the day month and the year first mentioned hereinbefore NO OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VISUAL ACCESS HEALTH SYSTEMS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE THE ACCOMPANYING WRITTEN MATERIALS AND ANY ACCOMPANYING HARDWARE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS YOU MAY HAVE OTHERS WHICH VARY FROM STATE/ JURISDICTION TO STATE/JURISDICTION. NO LIABILITY FOR CONSEQUENTIAL DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VISUAL ACCESS HEALTH SYSTEMS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS [OF BUISNESS PROFITS, BUISNESS INTERRUPTION, LOSS OF BUISNESS INFORMATION, OR ANY OTHER PECUNIARY LOSS] ARISING OUT OF THE USE OR OF INABILITY TO USE THIS PRODUCT.

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