INFINITY TRANSOFT SOLUTION PVT. LTD.
END USER LICENSE AGREEMENT

BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY DOWNLOADING, INSTALLING AND/OR UTILIZING THE SOFTWARE (DEFINED BELOW) AND/OR OUR WEBSITE, YOU AGREE TO THIS AGREEMENT. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND INFINITY TRANSOFT SOLUTION PVT LTD. AND SETS FORTH THE TERMS THAT GOVERN THE LICENSE PROVIDED TO YOU HEREUNDER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THIS AGREEMENT WILL NOT BE ACCEPTED AND WILL NOT BE A PART OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE AND/OR WEBSITE.
This End User License Agreement (the Agreement), as of the date that You accept this Agreement (Effective Date), is hereby the date as and when you start using our software or website and agreed upon by you, either an individual or an entity, and its Affiliates (You or Company) and Infinity Transoft Solution Pvt. Ltd. for the Software and/or website (as defined below). This Agreement sets forth the obligations of the end user.

1. DEFINITIONS.

1.1     Affiliates means an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, Affiliates may use the license granted hereunder. All references to Infinity Transoft Solution Pvt. Ltd. shall be deemed to be references to Infinity Transoft Solution Pvt. Ltd. and its Affiliates, and all references to Company, You, or Your shall be deemed to be references to Company and its Affiliate(s).
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 and or hand held Smartphone Devices or any other equipment as used by end user to excess our Software and/or Website.
1.3     Personal Data means information that may be used to readily identify an individual person as a means of sine up and/or login to our website and/or software.
1.4     Product Addendum means additional terms and conditions set forth in any subsequent Sections defined herewith and/or in future that relate to the applicable Software and/or Website.
1.5     Software means the object code versions of the product, together with the updates, new releases or versions, modifications or enhancements, owned and provided by Infinity Transoft Solution Pvt. Ltd. to You pursuant to this Agreement.
1.6     User(s) mean an individual authorized by You to use the Software and/or Website and authorized by you to excess data and/or information associated with your login account as on our Software and/or Website. User(s) may include Your employees, consultants, and contractors, and, if applicable, Your customers.
1.7     Your Data or Data means data, files, or information, including data, files, or information that include Data and/or Information, accessed, used, communicated, stored automatically, or submitted by You or Your Users related to Your or Your User’s use of the Software and/or Website.

2. SaaS : Software As a Service
2.1     Subscription License. Upon payment of the fees and continuous compliance with the terms and conditions of this Agreement, Infinity Transoft Solution Pvt. Ltd. hereby grants You a limited, nonexclusive, nontransferable license for the applicable Term (defined below) to use the Software and/or Website subject to the terms contained herein:

a) For each Software license that You obtain from Infinity Transoft Solution Pvt. Ltd., You may: (i) use the Software on any single Computer, unless the Documentation clearly indicates otherwise; and (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software’s proprietary notices and a notice that it will not be used for transfer, distribution or sale.

b) The Software is in use on a Computer when it is loaded into temporary memory or installed in permanent memory (hard drive, CD-ROM or other storage device). You agree to use Your 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 You use to protect Your own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. You agree that You will register the Software only with Infinity Transoft Solution Pvt. Ltd. and that You will only install a Software license key obtained directly from Infinity Transoft Solution Pvt. Ltd.
2.2 Perpetual License Legacies. Upon payment of the fees and continuous compliance with the terms and conditions of this Agreement, Infinity Transoft Solution Pvt. Ltd. hereby grants You a limited, perpetual, nonexclusive, nontransferable license to use the Software and Documentation subject to the terms contained herein:

a) For each Software license that You obtain from Infinity Transoft Solutin Pvt. Ltd., You may: (i) use the Software on any single Computer, unless the Documentation clearly indicates otherwise; and (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software’s proprietary notices and a notice that it will not be used for transfer, distribution or sale.

b) The Software is in use on a Computer when it is loaded into temporary memory or installed in permanent memory (hard drive, CD-ROM or other storage device). You agree to use Your 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 You use to protect Your own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. You agree that You will register this Software only with Infinity Transoft Solution Pvt. Ltd. and that You will only install a Software license key obtained directly from Infinity Transoft Solution Pvt.Ltd.
2.3 Evaluation or Beta License. If the Software is provided to You for evaluation, beta or release candidate purposes, Infinity Transoft Solution Pvt.Ltd grants to You a nonexclusive, limited, royalty-free, nontransferable evaluation license to use the Software solely for evaluation purposes prior to purchase (an Evaluation License). The Evaluation License should not be for commercial use. The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from Infinity Transoft Solution Pvt.Ltd at its sole discretion. Notwithstanding any other provision contained herein, Software provided pursuant to an Evaluation License is provided to You AS IS without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific Evaluation License terms set forth in this Section, all other terms of this Agreement shall apply to Software licensed under an Evaluation License.

3. LICENSE RESTRICTIONS; OBLIGATIONS.
3.1 License Restrictions.
3.1.1 General. You 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 (except for back-up or archival purposes, which will not be used for transfer, distribution, or sale); (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 and/or website; (vi) license the Software if You are a direct competitor (or an agent of a direct competitor) of Infinity Transoft Solution Pvt.Ltd including for the purposes of monitoring the Software’s availability, performance, or functionality or for any other benchmarking or competitive purposes; (vii) use the Software to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of any applicable laws or third party rights, including privacy rights; or (viii) use the Software and/or website in a manner that results in excessive use or circumvention of the technical limitations or usage limits of the Software and/or website. Unless as provided herein, any such forbidden use shall immediately terminate Your license to the Software and/or website.
3.1.2 Infinity Transoft Solution Pvt. Ltd. Trademarks. You may not delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents the company name of Infinity Transoft Solution Pvt.Ltd, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations of the company name or mark of Infinity Transoft Solution Pvt.Ltd or any of its Affiliates’ names or marks must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice.
3.2 License Obligations.
3.2.1 You acknowledge, agree, and warrant that: (i) You will be responsible for Your and Your Users’ activity and compliance with this Agreement, and if You become aware of any violation, You will immediately terminate the offending party’s access to the Software and/or website and Documentation and notify Infinity Transoft Solution Pvt.Ltd; (ii) You are legally able to process Your Data and provide Your Data to Infinity Transoft Solution Pvt.Ltd, including obtaining appropriate consents or rights for such processing, as outlined further herein and have the right to access and use Your infrastructure, including any system or network, to obtain or provide the Software and will be solely responsible for the accuracy, security, quality, integrity, and legality of the same; (iii) You will keep your registration information, billing information, passwords and technical data accurate, complete, secure and current; and (iv) You shall use the Software and Documentation solely in a manner that complies with all applicable laws in the jurisdictions in which You use the Software and/or website, including, but not limited to, applicable local, state, federal, and international laws, including intellectual property and privacy and security laws.
3.2.2 You acknowledge and agree that (i) Domain for website and Mobile Applications are purchased by concern Bus Owner/ Bus Operator and/or Website Owner and domain and content on website and/or Mobile Applications are sole property of concern Bus Owner/Bus Operator. (ii) Infinity Transoft Solution Pvt. Ltd. does not claim any ownership and not responsible for any information, data, text, music, sound, photographs, pictures, logos, graphics, videos, massages, ratings and reviews posted by end customers etc. on website and/or mobile applications. (iii) The website and/or mobile application are developed by using instructions and contents provided by concern Bus Owner/ Bus Operator and/or Website Owner and their affiliates.

4. SUBSCRIPTION TERM, TERMINATION, AND ACCOUNT TYPE.
4.1 Term. Unless as otherwise agreed upon by Infinity Transoft Solution Pvt.Ltd or terminated earlier in accordance with this Agreement, the term of this subscription for the relevant Software and/or Website will begin as and when the user starts using our Software and/or Website and will continue for a period of specified in the applicable order form (Term). Company authorizes Infinity Transoft Solution Pvt.Ltd to automatically renew its subscription license for the Software and/or Website for additional terms as set out in the order form upon the expiration of the Initial Subscription Term (each a Renewal Term, and collectively with the Initial Subscription Term, the Term).
4.2 Termination by Infinity Transoft Solution Pvt.Ltd. Unless as otherwise set forth herein, Infinity Transoft Solution Pvt.Ltd may terminate the Agreement immediately if Company becomes subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assign for the benefit of creditors, infringes or misappropriates Infinity Transoft Solution Pvt.Ltd’s intellectual property, breaches the license restrictions, or fails to make any payment due hereunder.

5. RIGHTS RESERVED. THE SOFTWARE AND/OR WEBSITE IS LICENSED, NOT SOLD.
Use herein of the word purchase in conjunction with licenses, license keys, the Software, or Website shall not imply a transfer of ownership. Unless as conveyed herein, this Agreement does not grant You any rights, title, or interest in or to Software, Website, trademarks, service marks, or trade secrets, or corresponding intellectual property (including without limitation any images, photographs, video, audio, music, and text incorporated into the Software and/or Website, the accompanying printed materials, and any copies of the Software) of Infinity Transoft Solution Pvt.Ltd or its suppliers, and all rights, title, and interest in and to the Software and/or Website, Documentation, and corresponding intellectual property shall remain the property of Infinity Transoft Solution Pvt.Ltd, its suppliers, or are publicly available. All rights not expressly granted under this Agreement are reserved by Infinity Transoft Solution Pvt.Ltd, its suppliers, or third parties. All title, rights, and interest in and to content, which may be accessed through the Software and/or Website, are the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives You no rights to such content, including use of the same. Infinity Transoft Solution Pvt.Ltd agrees that the data and information generated by the Software and/or Website from Your proprietary data and information shall be and remain property of Your and of Infinity Transoft Solution Pvt.Ltd both.

6. CONFIDENTIALITY; PERSONAL DATA.
6.1 Confidential Information means any nonpublic or proprietary information, in tangible or intangible form, that a party to this Agreement (Disclosing Party) designates as being confidential by legends or other markings or in a separate writing provided contemporaneous with the disclosure to the party that receives such information (Receiving Party). Confidential Information includes the Software and/or Website, Documentation and any other intellectual property or proprietary rights thereto, as well as Personal Data and Operational Data.
Confidential Information shall not include any information, excluding Personal Data, however designated, that: (i) is (or subsequently becomes through no fault of the Receiving Party) publicly available; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) was lawfully received by the Receiving Party from a third party without such restrictions; or (iv) is independently developed by Receiving Party without breach of this Agreement or access to, reference to, or use of the Confidential Information.

7. INTELLECTUAL PROPERTY INDEMNIFICATION. Infinity Transoft Solution Pvt.Ltd will indemnify and hold You harmless from any third party claim brought against You that the Software, as provided by Infinity Transoft Solution Pvt.Ltd to You under this Agreement and used within the scope of this Agreement, infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided (i) use of the Software by You is in conformity with the Agreement and Documentation; (ii) the infringement is not caused by modification or alteration of the Software or Documentation; and/or (iii) the infringement was not caused by a combination or use of the Software with products not supplied by Infinity Transoft Solution Pvt.Ltd. Infinity Transoft Solution Pvt.Ltd’s indemnification obligations are contingent upon You: (i) promptly notifying Infinity Transoft Solution Pvt.Ltd in writing of the claim; (ii) granting Infinity Transoft Solution Pvt.Ltd sole control of the selection of counsel, defense, and settlement of the claim; and (iii) providing Infinity Transoft Solution Pvt.Ltd with reasonable assistance, information and authority and all expenses required for the defense and settlement of the claim.

8. DISCLAIMER. THE SOFTWARE AND/OR WEBSITE, AND ALL OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AS IS AND AS IS AVAILABLE BASIS. INFINITY TRANSOFT SOLUTION PVT. LTD. DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, CONTINUITY, OR ABSENCE OF DEFECT RELATING TO THE SOFTWARE, DOCUMENTATION, ANY OTHER PRODUCT OR SERVICES, OR RESULTS OF THE SAME PROVIDED TO YOU UNDER THIS AGREEMENT. INFINITY TRANSOFT SOLUTION PVT. LTD. DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SOFTWARE AND/OR WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT DEFECTS IN THE SOFTWARE AND/OR WEBSITE WILL BE CORRECTED. YOUR ACCESS, INSTALLATION, AND USE OF THE SOFTWARE AND/OR WEBSITE ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICE(S) OR THE LOSS OR CORRUPTION OF YOUR DATA. INFINITY TRANSOFT SOLUTION PVT. LTD. ALSO SPECIFICALLY DISCLAIMS RESPONSIBILITY OF THIRD PARTY PRODUCTS AND SERVICES WITH WHICH YOU MAY UTILIZE THE SOFTWARE AND YOU SPECIFICALLY DISCLAIM AND WAIVE ANY RIGHTS AND CLAIMS YOU MAY HAVE AGAINST INFINITY TRANSOFT SOLUTION PVT. LTD. WITH RESPECT TO SUCH THIRD PARTY PRODUCTS AND SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INFINITY TRANSOFT SOLUTION PVT LTD, ITS DIRECTORS, OFFICERS, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE TO YOU (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) 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 OR CORRUPTION OF YOUR DATA, LOST SAVINGS, OR OTHER ECONOMIC DAMAGE, ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE AND/OR WEBSITE AND ANY KIND OF DATA CONTAINED BY SOFTWARE AND/OR WEBSITE, EVEN IF INFINITY TRANSOFT SOLUTION PVT. LTD. HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. 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 programs and/or links.

11. CHOICE OF LAW AND VENUE. This Agreement shall be governed by the laws of the State of Gujarat and of the India, without regard to any conflict of laws provisions and subject to Rajkot jurisdiction. You hereby consent to jurisdiction of the courts of Rajkot, the state or federal courts of India.

12. INSTALLATION CHARGES. Any kind of Installation Charges associated with our Software Installation and/or our additional services like GPS Device Installation, GPS API Services, Magic Box Installation & Services are strictly non-refundable.

13. GENERAL.

13.1 Notices. All notices must be in writing and shall be mailed by registered or certified mail to Legal Department, Infinity Transoft Solution Pvt. Ltd., Vishwakarma Society, Near Vavdi Water Tank, 150 Feet Ring Road, Rajkot - 360004 or sent via email to legal@itspl.net (with evidence of effective transmission).

13.2. Complete Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof including without limitation the terms of any party or any purchase order issued in connection with this Agreement. If any provision of this Agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions.

13.4 Modifications. This Agreement shall be amended or modified only by Infinity Transoft Solution Pvt. Ltd.

13.5 Severability. If any provision of this Agreement is held to be unenforceable, illegal, or void, that shall not affect the enforceability of the remaining provisions. The parties further agree that the unenforceable provision(s) shall be deemed replaced by a provision(s) that is binding and enforceable and that differs as applicable as possible from the unenforceable provision(s), with considerations of the object and purpose of this Agreement.

13.6 Waiver. The delay or failure of Infinity Transoft Solution Pvt. Ltd. to exercise any right provided in this Agreement shall not be deemed a waiver of that right.

13.7 Force Majeure. Infinity Transoft Solution Pvt. Ltd. will not be liable for any delay or failure to perform obligations under this Agreement due to any cause beyond its reasonable control, including acts of God; labor disputes; industrial disturbances; systematic electrical, telecommunications or other utility failures; earthquakes, storms, or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism; and war.

13.8 Construction. Paragraph headings are for convenience and shall have no effect on interpretation.

13.9 Third Party Rights. Other than as expressly provided herein, this Agreement does not create any rights for any person who is not a party to it, and no person not a party to this Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.

13.10 Government Use. Infinity Transoft Solution Pvt. Ltd. Software and Website was developed exclusively at private expense and is a “commercial item” as defined in applicable laws of India, and any supplement is provided with no greater than RESTRICTED RIGHTS. Such Software and/or Website and related items consist of commercial computer software, commercial computer software documentation, and commercial technical data as defined in the applicable acquisition regulations of Indian laws. Use, duplication, release, modification, transfer, or disclosure (Use) of the Software and Documentation is restricted by this Agreement and in accordance with applicable and prevailing laws of india, and the Software and Documentation are licensed (i) only as commercial items; and (ii) with only the rights granted to commercial end users pursuant to this Agreement. Such Use is further restricted by any amendments, or similar acquisition regulations, as applicable and amended. Except as described herein, all other Uses are prohibited.

13.11 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.