END USER LICENSE AGREEMENT 
IMPORTANT READ CAREFULLY: BY DOWNLOADING, INSTALLING, AND/OR USING THE SOFTWARE (DEFINED BELOW), SUBSCRIBER (DEFINED BELOW) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE.
This End User License Agreement (“the Agreement”) is a contract between CYFIRMA ("[CYFIRMA]") and Client ("SUBSCRIBER”) an individual or entity and its Affiliates (defined below) regarding the use of CYFIRMAʼs software further described at (the "Licensed Software").
1.	DEFINITIONS:
1.1	“Affiliate” of a Party shall mean any entity that controls, is controlled by, or is under common control with such Party. For the purposes of this definition, an entity shall be deemed to control another entity if it owns or controls directly or indirectly more than fifty percent (50%) of the voting equity or assets of the other entity (or other comparable ownership interest for an entity other than a corporation) or the right to appoint a majority of the directors of the other entity (or other comparable supervisory body for an entity other than a corporation). 
1.2	"Computer" means the hardware, if the hardware is a single computer system, whether physical or virtual, or means the computer system with which the hardware operates, if the hardware is a computer system component.
1.3	"Documentation" means the user documentation provided by CYFIRMA to SUBSCRIBER on the use of the Software. 
1.4	"Software" means the object code versions of the product, together with the updates, new releases or versions, modifications, or enhancements, owned and provided by CYFIRMA to SUSBCRIBER pursuant to this Agreement.
2.	GRANT OF LICENSE: 
Upon payment of the applicable fees for the Software and continuous compliance with the terms and conditions of this Agreement, CYFIRMA hereby grants to SUBSCRIBER a non-exclusive, limited, revocable, non-sublicensable, non-transferable license to use the Licensed Software. Subscriber agrees to use reasonable efforts to prevent and protect the contents of the Software and Documentation from unauthorized use or disclosure, with at least the same degree of care that Subscriber will use to protect Subscribers confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances.
3.	NO OTHER RIGHTS: 
CYFIRMA reserves for itself all other rights and interests not explicitly granted under this agreement.
4.	TRIAL, EVALUATION, AND BETA: 
If this Agreement is for a trial, evaluation, or beta license, the licenses granted herein will terminate upon the expiration or cancellation of the trial, beta, or evaluation period or when the Services are no longer available. SUBSCRIBER may use the Services only for the duration of the trial or evaluation period. All such licenses are limited to one per Client per promotion or beta test. 
5.	PERMITTED USES:
SUBSCRIBER may install and use the Licensed Software solely for SUBSCRIBER's personal, non-commercial, internal business use.
6.	RESTRICTED USES: 
6.1	USE OF SOFTWARE: Subscriber may not: (i) provide, make available to, or permit other individuals to use the Software or Documentation, except under the terms listed above, either in whole or part; (ii) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code based upon the Software or Documentation; (iii) copy, reproduce, republish, upload, post, or transmit the Software or Documentation; (iv) license, sell, rent, lease, transfer, sublicense, distribute, or otherwise transfer rights to the Software or Documentation; (v) remove any proprietary notices or labels on the Software or Documentation; or (vi) license the Software if to a  direct competitor  for the purposes of monitoring the Software’s availability, performance, or functionality or for any other benchmarking or competitive purposes. Any such forbidden use shall immediately terminate subscriber’s license to the Software. Subscriber confirms that Subscriber will use the platform only for Subscriber’s internal use. Subscriber shall not onboard the information of a third party on the CYFIRMA Platform. Any such use will be treated as misuse of CYFIRMA  platform bearing which CYFIRMA shall terminate the Subscriber’s license. Subscriber further agrees that Subscriber will be solely responsible and liable for misuse of CYFIRMA  platform in law and in equity.
6.2	TRADEMARKS: Subscriber may not delete, remove, hide, move, or alter any trademark, logo, icon, image, or text that represents CYFIRMA name or any icon, image, or text that is likely to be confused with the same.
6.3 	RIGHTS RESERVED: THE SOFTWARE IS LICENSED, NOT SOLD. Use herein of the word “purchase” in conjunction with licenses, license keys, or the Software shall not imply a transfer of ownership. This Agreement does not grant subscriber any rights, title, or interest in or to Software, Documentation, trademarks, service marks, or trade secrets, or corresponding Intellectual Property (including without limitation any images, photographs, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, and any copies of the Software), and all rights, title, and interest in and to the Software, Documentation, and corresponding Intellectual Property shall remain the property of CYFIRMA , its suppliers, or are publicly available. All rights not expressly granted under this Agreement are reserved by CYFIRMA. All title, rights, and interest in and to content, which may be accessed through the Software, is the property of the respective owner and may be protected by applicable Intellectual  property laws and treaties. This Agreement gives Subscriber no rights to such content, including use of the same. Subscriber agrees that the data and information (including without limitation, computer software, computer database, computer software documentation, specifications, design drawings, reports, blueprints, and the like) generated by the Software from Subscriber’s proprietary data and information shall be and remain Subscriber’s sole property.
7.	THIRD PARTY PROGRAMS: 
To the extent the Software is bundled with third party software programs; these third-party software programs are governed by their own license terms, which may include open source or free software licenses. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any such third-party software.
8.	SUPPORT AND MAINTENANCE: 
CYFIRMA will not have any obligation to provide SUBSCRIBER with any support, maintenance, or other services.
9.	UPDATES:
9.1	Right to Updates. Subject to paragraph [RIGHT TO CHARGE FOR UPDATES], SUBSCRIBER may choose to use any updates or upgrades (collectively, "Updates") CYFIRMA provides to the Licensed Software, but only if they have a license to use the previous version of the Licensed Software.
9.2	License to Updates. Unless CYFIRMA provides other terms in writing, SUBSCRIBER's installation and use of any update will be subject to this agreement.
9.3	Right to Charge for Updates. If the SUBSCRIBER chooses to use an Update, CYFIRMA may charge SUBSCRIBER for the use and installation of that Update.
9.4	Use of Previous Versions. SUBSCRIBER may continue to use the previous versions of the Licensed Software subject to the terms of this agreement, provided that the Update and the previous version are installed on the same computers.
9.5	No Transfer of Previous Versions. SUBSCRIBER may not transfer the previous version to a third party.
9.6	No Support Obligations for Previous Versions. CYFIRMA will have no obligations to support previous versions of the Licensed Software.
9.7	Activation. The Software may require you to take certain steps to activate your Software or validate your subscription. Failure to activate or register the Software, validate the subscription, or a determination by us of fraudulent or unauthorized use of the Software may result in reduced functionality, inoperability of the Software, or a termination or suspension of the subscription.
10.	NO WARRANTY:
10.1	"As-Is". The [Licensed] Software is provided "as is," with all faults, defects, bugs, and errors.
10.2	No Warranty. Unless otherwise listed in this agreement, CYFIRMA does not make any warranty regarding the [Licensed] Software.
10.3	CYFIRMA disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
10.4	Licensed Software Ownership. Licensor will retain all ownership of the Software and all Intellectual Property rights in it.
10.5	Title, You acknowledge that no title to the Intellectual Property in the Product is transferred to you. Title, ownership, rights, and Intellectual Property rights in and to the Product shall remain that of CYFIRMA and/or the companies providing content.
11.	NON-INFRINGEMENT:
11.1	No Infringement. The [Licensed Goods / Licensed Software / Licensed Method] does not infringe the Intellectual Property rights or other rights of any third party.
11.2	No Third-Party infringement. Except as disclosed in CYFIRMA's Disclosure Annexure] To CYFIRMA's Knowledge, no third party is infringing the [Licensed Goods / Licensed Software / Licensed Method].
11.3	Not in the Public Domain. The [Licensed Goods / Licensed Software / Licensed Method] is not in the public domain.
11.4	No Infringement by Subscriber: Subscriber agrees that Subscriber will not onboard the information of third party on CYFIRMA Platform.  The subscriber confirms that that such onboarding will amount to infringement of information of third party. Subscriber confirms that Subscriber will not infringe the Intellectual Property rights of any third party. 
12.	THIRD PARTY SOFTWARE:
12.1	Acknowledgement of Third-Party Software. SUBSCRIBER hereby acknowledges that the Licensed Software might contain third party software that requires additional notices or are subject to additional terms and conditions.
12.2	Third Party Software Terms. If CYFIRMA does include third party software in the Licensed Software, CYFIRMA shall post any additional notices and terms and conditions on CYFIRMA's website at [URL], and those terms and conditions are hereby incorporated into this agreement.
12.3	Conflicting Terms. If there are any conflicts between this agreement and the additional terms or conditions governing third party software, those additional terms and conditions will control in connection with third party software.
13.	SUBSCRIBER DATA:
13.1	Collect and Use of Data. CYFIRMA may collect and use technical information gathered as part of its maintenance, support, and training services, only for the purpose of improving its products and services.
13.2	Non-Disclosure. CYFIRMA will not disclose any of this information in a form that personally identifies the SUBSCRIBER or SUBSCRIBER's clients.
14.	CONFIDENTIALITY:
Confidential Information" means all material, non-public, business-related information, written or oral, whether or not it is marked as confidential, that is disclosed or made available to the recipient, directly or indirectly, through any means of communication or observation by the disclosing party or any of its affiliates or representatives.
14.1	Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information in perpetuity, disclosed by the disclosing party to the receiving party.
14.2	Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement [ and solely for the Purpose].
14.3	Non-Disclosure. A receiving party may only use the Confidential Information according to the terms of this agreement [ and solely for the Purpose].
14.4	No Copies or Recording. The receiving party may not copy, record, or otherwise reproduce the Confidential Information without the disclosing party's written consent.
14.5	Monitoring. CYFIRMA has no obligation, but reserves the right, to monitor and review your account information and history and the content and materials uploaded by you or others in the Software for the purpose of determining compliance with this Agreement or to detect illegal activity.
15.	INTELLECTUAL PROPERTY INDEMNIFICATION:  
Subscriber will indemnify and hold harmless from any third-party claim brought against Subscriber claiming that the Software infringes or misappropriates patent, copyright, trademark, trade secret, or other Intellectual Property rights of a third party due to modifications or usage by Subscriber.
16.	LIMITATION OF LIABILITY: 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CYFIRMA , ITS DIRECTORS, OFFICERS, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE TO YOU (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) (I) FOR MORE THAN THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID TO CYFIRMA IN THE PRECEDING (12) TWELVE MONTHS FOR THE APPLICABLE SOFTWARE OR (II) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, OR OTHER ECONOMIC DAMAGE , ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF CYFIRMA  HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.	COMPLIANCE WITH APPLICABLE LAWS:
Subscriber agrees that subscriber shall use the Software and Documentation solely in a manner that complies with all applicable laws in the jurisdictions in which subscriber use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other Intellectual Property rights.
18.	CHOICE OF LAW AND VENUE:
This Agreement shall be governed by the laws of Singapore except that the United Nations Convention on the International Sale of Goods shall not apply. You hereby consent to jurisdiction of the courts of Singapore.
19.	COMPLETE AGREEMENT:
This EULA (including any addendum or amendment to this EULA which is included with the [.] Product) is the entire agreement between you and CYFIRMA relating to the Software Product, and it supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. This Agreement shall not be amended or modified except in a writing signed by authorized representatives of each party.