License Agreement

General Terms of Service for EQ

(Last Updated 31st July 2015)

What the Agreement Covers

The EQ (as defined below) is being made available by PCS Tech (“PCS Tech,” “we,” “us,” or “our”) to You on the condition that You agree to these terms and conditions (the “Agreement”). “Licensee,” “You,” or “Your” refers to the person accessing or using the EQ, or, if the EQ is being used on behalf of an organization, such as an employer, “License,” "You," or “Your” means such organization. In the latter case, the person accessing or using the EQ represents and warrants that he or she has the authority to do so and bind such organization to this Agreement. Violation of any of the terms below will result in the termination of this Agreement and Your access to the EQ. BY CLICKING THE "I AGREE " BUTTON or CHECKBOX, COMPLETING THE REGISTRATION PROCESS, OR USING THE EQ, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE EQ.

This is a license agreement and not an agreement for sale.

EQ is a modular platform combining UI tools with cloud services to enable and automate practice management process. The EQ is the unified portal through which individual practices can manage day to day practice management activities.

Different Subscription levels allow access to different EQ functionality. These PCS Tech products and services accessible through the EQ portal (“CSB Tech Products”) are each subject to additional terms (the “Additional Terms”) available at:

Backend Services

http://www.myEQ.co.India/purchase/license-agreement/backendservices

The Additional Terms are made a part of and are subject to this Agreement and by agreeing to the terms of this Agreement You also agree to the Additional Terms. PCS Tech reserves the right to add, modify or discontinue any product or service made available through the EQ.

If there is any conflict between the terms of the Agreement and the Additional Terms, then the Additional Terms take precedence in relation to that PCS Tech Products. Hereinafter, all references to this Agreement shall mean the terms of this Agreement and any applicable Additional Terms and all other documents incorporated by reference in this Agreement.

PCS Tech may change the terms of this Agreement at its sole discretion. If we change the terms, then we will make a new copy of the Agreement available at http://www.PCS Tec.com/license-agreement/PCS Tec-platform. Your use of the EQ is subject to the most current version of the Agreement at the time of such use.

1. Certain Definitions.

“Applicable Laws” means national, federal, state, and local laws, rules, and regulations including, without limitation, those laws and regulations relating to data privacy and security in each applicable jurisdiction.

“Application & Data” means those software applications and data which: (i) are created, stored, accessed, and/or supported and managed by You using the EQ; (ii) substantial functionality beyond the functionality provided by the incorporated components of the Software; and (iii) are not commercial alternatives for, or competitive in the marketplace with the EQ or Software, any components of the EQ or Software, or any other PCS Tech products or services.

“AUP” means the policy identified as the “EQ Acceptable Use Policy,” the current version of which is set forth at http://www.PCS Tech.com/purchase/license-agreement/PCS Tech-platform/aup and as it may be updated by PCS Tech from time to time.

“Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within five business days, reduced to writing and marked "confidential." However, Confidential Information will not include any information which: (i) is Content; (ii) is or becomes known to the general public other than through a breach of the receiving party’s obligations hereunder; (iii) is already in the receiving party's possession prior to disclosure by the disclosing party; (iv) is received rightfully from a third party without an obligation to maintain such information in confidence; or (v) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

“Content” means all data and content, such as data files, written text, keys, computer software, music, audio files or other sounds, photographs, videos or other images that You upload to or that is processed using the EQ, including those used in the development of Your Application.

“Practice Account” means an account specific to one of Your Licensed Users through which the Licensed user accesses the EQ for Your EQefit or on Your behalf.

"Documentation" means any accompanying documentation made available to You (electronically or otherwise) by PCS Tech for use with the EQ, expressly excluding any user blogs, reviews, or forums.

“Intellectual Property” or “Intellectual Property Rights” means all inventions and/or works and any and all rights under India. and/or foreign patents, trade secrets, know-how, copyrights, and other industrial or intangible property rights of a similar nature; all rights pursuant to grants and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all rights under amendments, continuations, divisions, and continuations-in-part of such applications; and all rights under corrections, reissues, patents of addition, extensions, and renewals of any such grant, registration, and/or right.

“Licensed Users” means You or an individual person, employee or third-party consultant authorized to use the EQ for You in accordance with this Agreement. Each Licensed User must register their own User Account and may not use the EQ except under the terms of this Agreement.

“Software” means (i) any PCS Tech proprietary software products, design, code, files, or other software made available to You through the EQ in accordance with Your Subscription, together with any fixes, updates, and upgrades provided to You.

“Subscription” means Your subscription to the EQ pursuant to the terms of this Agreement. Subscription is further limited to the specific level of service to which You have subscribed.

“EQ” means the EQ portal, including the EQ Software and Documentation, as well as the various PCS Tech Products accessible through the EQ portal.

The words "include" and "including" mean "including but not limited to."

2. Nonexclusive Licenses.

2.1. Licenses. Subject to the terms and conditions of this Agreement and the AUP, PCS Tech grants Your Licensed User to the extent which You have obtained a Subscription, and solely during the period of Your Subscription, a limited, revocable, non-exclusive, non-transferable, non-sub licensable license to access and use the EQ solely in order to access the PCS Tech Products for the creation and/or support of Your Application(s).

2.2. Use of EQ. Your Licensed Users must all be using the EQ at the same Subscription level and may not exceed the number of usage licence You have purchased from PCS Tech hereunder. A Users Account is specific to the Licensed Users who creates it; such Licensed Users is the only one authorized to use his/her Users Account. Licensing of the EQ is based on monthly usage. PCS Tech will notify You when use of the EQ under a Users Account approaches Your allowable monthly limit(s). If such monthly usage exceeds the amount for which You have paid, access to that Users Account will be suspended unless or until (i) You pay the applicable fees for an upgrade to higher usage limits; or (ii) a new billable month begins. You are solely responsible for obtaining and maintaining all computer hardware, internet access and internet services necessary to access and use the EQ.

2.3. Limitations. Except as specifically permitted in the terms of this Agreement You may not (and You may not allow any of Your Licensed Users to):

(i) copy, modify, adapt, translate, or otherwise create derivative works of the EQ, PCS Tech Intellectual Property ( including the Software) or any software, services, or other technology of the third-party vendor(s) or hosting partner(s) who PCS Tech engages to provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the EQ;

(ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the EQ or PCS Tech Intellectual Property, except as expressly permitted by the law in effect in the jurisdiction in which You are located;

(iii) rent, lease, sell, resell, assign, sublicense, or otherwise transfer rights in or to the EQ or PCS Tech Intellectual Property, or make the EQ or PCS Tech Intellectual Property available on a “service bureau” basis or (except as otherwise provided for in this Agreement) otherwise allow any third party to use or access any of the foregoing;

(iv) remove or modify any proprietary notices, legends, or labels on the EQ or PCS Tech Intellectual Property;

(v) use, post, transmit, or introduce into the EQ or PCS Tech Intellectual Property any device, software, virus, worm, back door, Trojan Horse, similar harmful code, or routine which interferes or attempts to interfere with the operation of the EQ or PCS Tech Intellectual Property;

(vi) use or access the EQ or PCS Tech Intellectual Property in a manner that: (a) violates any Applicable Laws; (b) violates the rights of any third party; (c) purports to subject PCS Tech to any other obligations; or (d) for any purpose not specifically permitted in this Agreement;

(vii) access the EQ for the purpose of bringing an intellectual property infringement claim against PCS Tech; or

(viii) use the EQ in any situation where failure or fault of the EQ could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, You may not use, or permit any other person to use, the EQ in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or medical life support devices.

3. Member Account, Password, and Security.

To access the EQ, You / Your Licensed Users must each create a Users Account associated with a valid e-mail address. No individual may create or have open more than one (1) Users Account at any given time. No one may authorize other individuals to access the EQ under their Users Account. You will notify PCS Tech immediately if You believe an unauthorized third party may be using Your, or Your Licensed Users’, Users Account. PCS Tech will not be liable for any loss resulting from an unauthorized person using a Users Account, passwords or any assigned credentials.

4. Term and Termination.

4.1. You must maintain an active Subscription for each Users Account to continue using the EQ. This Agreement and the License granted hereunder may be renewed for successive Subscription periods pursuant to the applicable Subscription purchased, until terminated in accordance with this Section. If You do not maintain an active Subscription, this Agreement, including any Additional Terms and the Licenses granted hereunder and thereunder, along with Your and Your Licensed Users’s use of and access to the EQ, will terminate.

If You have obtained a free Subscription, PCS Tech reserves the right at any time to modify or discontinue, temporarily or permanently, such free Subscription and Your access to the EQ thereunder with or without notice. Unless modified or discontinued by PCS Tech in its sole discretion, Your free Subscription shall continue until You cancel or upgrade to a paid Subscription for any of the PCS Tech Products.

If You have obtained a paid Subscription, payment is non-refundable, even if You / Your Licensed Users stop using the EQ. If You upgrade Your Subscription, the upgrade will take effect immediately, You will be charged and must pay the applicable fee, and the term of Your Subscription period may be extended, as described at the time You upgrade. You generally may not downgrade a Subscription and there is no automated mechanism available to You by which to downgrade. Downgrades require PCS Tech’s approval and assistance and will result in the loss of Your Content and/or Application(s). Please Contact PCS Tech at sales@PCSTec.com if You wish to request a downgrade. If You downgrade Your Subscription, unless otherwise specified, the downgrade will take effect at the end of the term of Your existing Subscription period.

4.2. Automatic Renewal of Paid Subscription. UNLESS YOU / YOUR LICENSED Users SET THE SUBSCRIPTION AUTO RENEWAL PREFERENCE TO “OFF” IN THE Users ACCOUNT PRIOR TO THE END OF YOUR EXISTING SUBSCRIPTION PERIOD, YOUR PAID SUBSCRIPTION WITH RESPECT TO THAT ACCOUNT WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE PCS Tech (WITHOUT NOTICE) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES FOR THE RENEWAL SUBSCRIPTION PERIOD, USING THE CREDIT CARD OR BILLING CREDENTIALS THAT YOU PROVIDED WITH RESPECT TO THE PREVIOUS SUBSCRIPTION PERIOD. Subscription fees and features may change over time. Your Subscription will be renewed at the level PCS Tech, in its sole discretion, identifies as being closest to Your previous Subscription.

4.3. Promotional and Trial Offers. PCS Tech may offer trial or promotional Subscriptions (”Promotional Subscriptions”) for PCS Tech Products. Unless otherwise specified, a Promotional Subscription will remain active only for as long as You maintain an active, paid Subscription to the PCS Tech Product, or other software or service which formed the basis of Your eligibility for the Promotional Subscription. PCS Tech reserves the right at any time to modify or discontinue, temporarily or permanently, any Promotional Subscription and Your access to the PCS Tech Product thereunder with or without notice.

4.4. Unless otherwise prohibited by law, and without prejudice to PCS Tech’s other rights or remedies, PCS Tech shall have the right to terminate this Agreement and the Licenses granted hereunder immediately if:

a) (i) You breach any of the terms of this Agreement,

b) (ii) if PCS Tech’s relationship with a third-party vendor or hosting partner who provides software, services, or other technology that PCS Tech uses to provide the EQ expires, terminates or requires PCS Tech to change the way in which such software, services, or other technology is provided as part of the EQ,

c) (iii) if PCS Tech believes providing the EQ could create a substantial economic or technical burden or material security risk for PCS Tech,

d) (iv) in order to comply with the law or requests of governmental entities, or

e) (v) if PCS Tech determines Your use of, or PCS Tech’s provision of, the EQ has become impractical or unfeasible for any legal or regulatory reason.

4.5. Unless otherwise specified in the Additional Terms, upon cancellation, suspension or termination, all Licenses granted to You hereunder shall terminate automatically, Your right to use the EQ and the PCS Tech Products including any/all downloaded/locally installed Software, shall cease. PCS Tech will then hold Your Content and Application(s) for a period of 30 days, during which You will be provided with a reasonable opportunity to collect Your Content and Application(s). After the end of the 30 days period Your Content and Application(s) will be deleted. You are solely responsible for backing up Your Content and Application(s). Except in the case of termination by PCS Tech for Your breach of the terms of this Agreement, You may create a new Users Account and obtain a new Subscription following the expiration or termination of Your Subscription.

5. Confidentiality.

Neither party will use or disclose the other party's Confidential Information without the other's prior written consent, except for the purpose of performing its obligations under this Agreement or if required by law, regulation, or court order, in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such.

6. Use of Third-Party Vendors; Transmission of Data.

PCS Tech may use third-party vendors and hosting partners) to provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the EQ, and such third parties may be granted access to Your Applications and/or Content in connection with providing such services to PCS Tech. You agree that You shall have no rights against such third parties in connection with the EQ. In addition, You understand that the technical processing and transmission of the EQ, including Your Content and/or Application(s), may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

7. Privacy

7.1. Information Use and Disclosure by PCS Tech. With respect to the EQ and PCS Tech Products, PCS Tech may access or disclose information about You, Your Licensed Users, Users Accounts and/or the content of Your or Your Licensed Users’ communications in order to

a) (i) provide, operate, and improve the EQ and/or PCS Tech Products;

b) (ii) comply with Applicable Laws or respond to lawful requests or legal process; or

c) (iii) protect the rights or property of PCS Tech or our customers, including the enforcement of PCS Tech’s agreements or policies governing the use of the EQ. Personal data collected or otherwise processed by PCS Tech in the performance of services related to the EQ may be transferred to, and stored and processed in, the United States or any other country in which PCS Tech or its affiliates or service providers maintain facilities. For more information on the privacy practices of these EQ, read the privacy statement at http://www.PCSTech.com/company/privacy-policy.aspx (the “Privacy Policy”).

1. Collection and Use of Data. PCS Tech uses tools to deliver certain features and extensions related to the EQ, identify trends and bugs, collect activation information, usage statistics and track other data related to Your use of the EQ as further described in the most current version of the Privacy Policy. By Your acceptance of the terms of this Agreement and/or use of the EQ, You authorize the collection, use and disclosure of this data for the purposes provided for in this Agreement and/or the Privacy Policy.

2. Indemnification.

To the extent permitted by Applicable Law, You will indemnify, hold harmless, and defend PCS Tech and its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all claims, lawsuits, and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages, settlements, penalties, fines, and other liabilities resulting from such Claims, that arise or result from: (i) Your breach of this Agreement; (ii) Your / Your Licensed Users’ use of the EQ and/or PCS Tech Products; (iii) Your violations of Applicable Laws or obligations of privacy to any third party; (iv) any representations and warranties made by You concerning any aspect of the EQ or PCS Tech Products to any third party; and/or (v) any claims with respect to acts or omissions of any third party in connection with the EQ or PCS Tech Products.

PCS Tech will provide You with written notice of any Claim. You shall have the right to control and direct the defense of such Claim. You shall not agree to any settlement or consent to judgment that requires any admission of liability or payment of monies by PCS Tech without PCS Tech’s prior written consent. PCS Tech shall have the right, at its expense, to retain counsel and participate in defense of the Claim strictly on a monitoring basis.

Notwithstanding the foregoing, if You fail to respond in writing within ten (10) days after receiving notice of a Claim from PCS Tech, stating that You will fulfill Your obligations pursuant to this Section, then PCS Tech shall have the right to assume the exclusive defense of the Claim (including, without limitation, the investigation, trial, settlement, appeal, and payment of any Losses) solely at Your expense. You will fully cooperate in the defense of any Claim.

3. Modifications to Terms of This Agreement and Other Policies.

PCS Tech may modify the terms of this Agreement, including any Additional Terms or any other terms that apply to the EQ or PCS Tech Products to, for example, reflect changes to the law or changes to the EQ. You should look at the terms of this Agreement regularly. PCS Tech will post notice of modifications to the terms of this Agreement at http://www.PCSTec.com/purchase/license-agreement/platform or policies referenced herein at the applicable URL for such policies. If You use the EQ after changes are posted, You will be deemed to have accepted them. If You do not agree to the modified terms of the Agreement or changes to other policies, You should discontinue Your use of the EQ, which termination is Your sole and exclusive remedy.

8. WARRANTY DISCLAIMER.

YOUR USE OF THE EQ IS AT YOUR SOLE RISK. THE EQ IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AVAILABILITY OF APPLICATIONS AND CONTENT FROM THE EQ. PCS Tech MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE EQ OR SUPPORT SERVICES (IF ANY). YOU UNDERSTAND THAT PCS Tech USES AFFILIATES, THIRD-PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, AND RELATED TECHNOLOGY REQUIRED TO RUN THE EQ AND THAT PCS Tech IS NOT RESPONSIBLE FOR THE SERVICES PROVIDED BY SUCH THIRD PARTIES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, PCS Tech DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT PCS Tech MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

9. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PCS Tech BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE EQ, OR OTHERWISE ARISING UNDER THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, PCS Tech’S ENTIRE LIABILITY UNDER ANY PROVISION OF THE TERMS OF THIS AGREEMENT, INCLUDING ANY ADDITIONAL TERMS, SHALL NOT EXCEED, IN THE AGGREGATE, THE SUM OF THE FEES PAID BY YOU TO PCS Tech OVER THE PRECEDING TWELVE MONTH PERIOD UNDER THIS AGREEMENT, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE TO YOU. PCS Tech IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF APPLICATIONS OR DATA PROVIDED BY YOU, YOUR LICENSED Users, OR A THIRD PARTY THAT IS ACCESSED THROUGH THE EQ. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION ARE REASONABLE AND THAT THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN PCS Tech AND LICENSEE, AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. THE REMEDIES PROVIDED TO LICENSEE IN THIS AGREEMENT ARE EXCLUSIVE.

10. Links to Third-Party Sites.

The EQ may include links to third-party sites. PCS Tech does not control such sites and is not responsible for the content of any linked site, any links contained in a linked site, or any changes or updates to such sites. PCS Tech is not responsible for any form of transmission received from any linked site. You acknowledge and agree that PCS Tech is not liable for any loss or damage which may be incurred by You as a result of the availability of third-party vendor resources or external sites.

11. Intellectual Property.

All title and ownership rights in and to the EQ, which includes the Software, and all Intellectual Property rights therein, and any trademarks or service marks of PCS Tech that are used in connection with the EQ are and shall at all times remain exclusively owned by PCS Tech and its affiliates and licensors. Licensee shall not (and shall ensure that Third Parties do not) challenge, or assist any person or entity in challenging, PCS Tech’s right, title, and interest in the PCS Tech Intellectual Property. Any open source software that may be delivered by PCS Tech embedded in or in association with PCS Tech Products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.

12. Publicity.

PCS Tech may, in its sole discretion, publicize Your use of the EQ, and You license to PCS Tech (and its affiliates and necessary sublicensees), all Intellectual Property or other rights required to allow PCS Tech to use Your name, trade name(s), trademark(s), service mark(s), logo(s), and domain name(s) in connection therewith.

13. Commercial Items Notice (Need to Check the Applicable Section )

Where Licensee is the India Government or an agency thereof, any/all software and documentation licensed hereunder are/is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202‑1 through 227.7202‑4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to India Government end users: (i) only as Commercial Items; and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

14. Governing Law.

This Agreement is governed by the law of the India, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good-faith discussion between the parties, then it shall be submitted for resolution to a state or federal court in Birmingham, India, and the parties hereby irrevocably and unconditionally agree to submit to the exclusive jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

15. Entire Agreement.

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect. The terms and conditions contained in this Agreement shall prevail over any inconsistent provisions in any form or other paper submitted by Licensee.

16. No Assignment.

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without PCS Tech’s prior written consent.

17. Survival.

Any provisions of this Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability, and/or indemnity terms, and any term of the Agreement which, by its nature, is intended to survive termination or expiration, shall remain in effect following any termination or expiration of this Agreement.

18. Severability.

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.

19. Force Majeure.

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.

20. Export Classifications.

You expressly agree not to utilize the EQ in, or export or re-export the Software to, any country, person, entity, or End-user subject to Indian export restrictions. You specifically agree not to deploy, export, re-export, or transfer any portion(s) of the Software in or to, or use the EQ in, any country to which the India. has embargoed or restricted the export of goods or services, including without limitation any country listed in India. Export Administration Regulation Country Group E-1, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in India export transactions by any federal agency of the India government. You warrant and represent that neither the India Industry and Security, India NASCOM nor any other federal agency has suspended, revoked, or denied Your export privileges.

You consent and agree that Your clicking of the “I Accept” button constitutes Your electronic signature, acceptance, and agreement under the India E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by You in writing. Further, You agree that no certification authority or other third-party verification is necessary to the enforceability of Your signature. At our request, any electronically signed document must be re-executed in original form by You. No party hereto may raise the use of an electronic signature as a defence to the enforcement of this Agreement or any amendment or other document executed in compliance with this Agreement.