CLOUDCLINIK
END-USER LICENSE AGREEMENT

1. DEFINITIONS & INTERPRETATION
In this EULA, unless the context otherwise requires, the following words and expressions shall have the following meanings:
1.1. "Company" means Infogistic (Private) Limited.
1.2. "Confidential Information" has the meaning set forth in Clause 6(a) hereof.
1.3. "Effective Date" means the date the Licensed Product is installed in your system.
1.4. "EULA" means this End-User License Agreement, as may be amended from time to time, and includes any annexures, schedules and appendices hereto.
1.5. "License" has the meaning set forth in Clause 2(a) hereof.
1.6. "Licensed Product" means the CloudClinik Application, and includes any enhancements, modifications, upgrades and revisions thereto, and where the context permits, shall include any information and third party content which is displayed in the Licensed Product.
1.7. "Services" means any or all services provided by the Company in connection with the Licensed Product.
1.8. "Terms of Use" means the terms of use of the Licensed Product, as amended from time to time, which have been uploaded on the Website.
1.9. "Third Party Content" has the meaning set forth in Clause 5 hereof.
1.10. "Website" means www.cloudclinik.pk or any other replacement thereof
1.11. "hereof", "hereto" and "hereunder" respectively mean of, to and under this EULA.
1.12. Any references to gender used in the feminine, wherever the context so permits, shall also mean masculine and vice versa.
1.13. The words, nouns, pronouns, etc. used in the singular, wherever the context so permits, shall also mean plural and vice versa.

2. OWNERSHIP OF THE PRODUCT
2.1. Subject to the terms and conditions of this EULA, the Company hereby grants you a non-transferrable, non-sublicensable, revocable and limited license (the "License") to install, copy and use the Licensed Product in your system.
2.2. This License does not constitute sale of the Licensed Product and, except as expressly provided, no rights or Licenses express or implied are hereby granted to you.
2.3. Title, copyright and all other proprietary rights including all present and future property rights subsisting in the Licensed Product and any associated manuals and all parts and copies thereof shall remain vested in the Company.
2.4. The Company reserves the right to revoke unilaterally any or all rights granted herein.
2.5. All rights not expressly granted herein are reserved by the Company.

3. SCOPE OF THE LICENSE
3.1. This is not free software.
3.2. You may copy install and use the Licensed Product on any number of PCs without charge for evaluation purposes only for a period up to forty-five (45) days.
3.3. You may not:

4. REGISTRATION
4.1. If you wish to use the Licensed Product after the evaluation period it must be registered with and a License fee paid to the Company or where the software was provided by the Company's authorised distributor or reseller to the authorised distributor or reseller for each PC on which use is to be continued.
4.2. To register the Licensed Product, please contact the Company or the authorised distributor or reseller where applicable.
4.3. Unregistered use of the Licensed Product following any evaluation period is in violation of Pakistani and International copyright law and shall be in breach of the terms of this License.

5. THIRD PARTY CONTENT AND SERVICES
5.1 You agree that use of the Licensed Product may require you to access and use content, data, materials and information by third parties ("Third Party Content"). The following rules apply to your use of the Third Party Content:

6. WARRANTY
6.1. The Company does not warrant that the Licensed Product is error free. The Licensed Product is provided "as is" and the Company disclaims all warranties and representations, whether express or implied, with respect to the Licensed Product including, but not limited to, the warranties of merchantability, design or fitness for a particular purpose, warranties arising from a course of dealing, usage or trade practice, or warranties concerning the non infringement of third party rights.
6.2. The Company warrants to you only that for a period of ninety (90) days from purchase, the Licensed Product shall perform substantially in accordance with any associated manuals and/or help text that form part of the Licensed Product and that the medium on which the original Licensed Product was provided to you (e.g. CD-ROM) itself shall be free from defects and workmanship.
6.3. Any Licensed Product if defective shall be replaced free of charge if the Company or its appropriate authorised distributor or reseller is notified within the 90-day warranty period, with a dated proof of purchase, a brief description of the defect and the address to which a replacement is to be sent. Any replacement shall be warranted for a further 90-day period. This warranty does not affect your statutory rights as a consumer in any way.
6.4. This warranty does not apply to defects caused by misuse, neglect, incorrect installation, alteration, repair or use.

7. PROHIBITION ON INTERNATIONAL PORTABILITY OF SOFTWARE
7.1 The Software is only permitted to be sold or used in the geographic region wherein the Software is bought. Purchase of this License in one geographic region and sale/use in another geographic region is strictly prohibited.
7.2 Without regard to the use or duration of use of the Software in a manner prohibited in Clause 6.1, any such use shall result in a material breach of the EULA.

8. LIABILITY
8.1. The Company has tested the Licensed Product and reviewed any associated manuals and help text. For the avoidance of doubt, the Company does not warrant that the Licensed Product shall be uninterrupted or error free. The Company possesses no knowledge of your particular needs and it is your responsibility to satisfy yourself that the Licensed Product is suitable for your requirements. As a result, the Licensed Product and any associated manuals and help texts are licensed to you "as is". And you are assuming the entire risk as to their quality and performance.
8.2. Except as stated above, all conditions, warranties, terms, representations and undertakings, express or implied statutory or otherwise in respect of the Licensed Product are expressly excluded to the fullest extent permitted by law.
8.3. The Company's liability (including for the act and omission of its employees and/or agents and/or distributors) to you shall under no circumstances exceed the original retail price of the Licensed Product. The Company does not accept liability for any indirect, special, incidental or consequential damage or loss (even if it is aware of the possibility of such damage or loss) including without limitation loss of profits, goodwill, contracts or revenues or for any damages, costs or loss incurred as a result of loss of time or data or opportunity, business interruption, cost of recovery, or other pecuniary loss from any other cause arising from the use or inability to use the Licensed Product or any associated manuals and/or help text.
8.4. The Company does not limit or exclude its liability to you for death or personal injury resulting from its own negligence or any other liability not capable of exclusion or limitation by law.
8.5. You agree to indemnify the Company against any actions, claims, proceedings, demands damages and costs arising from the use of the Licensed Product.

9. INTELLECTUAL PROPERTY
The Licensed Product is protected by trademark and copyright laws, international copyright conventions, patents, trade secrets and other intellectual property rights. As between you and the Company, the Company retains all rights, titles, interests, ownerships and intellectual property rights in and to the Licensed Product. The License confers no title or ownership in the Licensed Product and is not a sale or transfer of any rights in the Licensed Product. The License does not grant you any right to any enhancement or update to the Licensed Product. The Company reserves any and all rights not expressly granted to you. In addition, the Licensed Product may incorporate third party intellectual property.

10. TERM AND TERMINATION
10.1. Prior to registration, this License shall run for a period of forty-five (45) days from the date of installation subject to earlier termination on the terms set out below.
10.2. Following registration, this License shall continue unless terminated by the terms set out below.
10.3. The Company may terminate this License upon notice if you fail to comply with any provision of this License and your right to use the Licensed Product shall automatically cease.
10.4. You may terminate this License at any time by ceasing to use the Licensed Product and any associated manuals and removing the Licensed Product from each PC on which it is installed.

10. TERM AND TERMINATION
10.1. Prior to registration, this License shall run for a period of forty-five (45) days from the date of installation subject to earlier termination on the terms set out below.
10.2. Following registration, this License shall continue unless terminated by the terms set out below.
10.3. The Company may terminate this License upon notice if you fail to comply with any provision of this License and your right to use the Licensed Product shall automatically cease.
10.4. You may terminate this License at any time by ceasing to use the Licensed Product and any associated manuals and removing the Licensed Product from each PC on which it is installed.

11. GENERAL
11.1. Terms of Use and Privacy Policy: All the provisions contained in the Company's Privacy Policy and Terms of Use, as modified from time to time, are deemed an integral part of this EULA and shall apply to you in addition to, and not in derogation of, the provisions of this EULA. You acknowledge and agree that you have read the Company's Terms of Use and Privacy Policy and consent to the handling and processing of your data as set forth therein.
11.2. Indemnity: You shall defend, indemnify and hold the Company, its directors, officers, officials, employees and affiliates harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of any negligence or breach of your obligations under this EULA, Terms of Use and the Privacy Policy.
11.3. Entirety: This License shall constitute the entire agreement and understanding between the Company and you with the respect to the subject matter hereof.
11.4. Modifications: The Company may modify any or all provisions of this EULA, which modification shall be binding upon you, without prior notice to you. During the License Term, you are advised to check the provisions of the EULA from time to time. No provision of the EULA may be amended, modified, discharged or terminated other than by the express written agreement of the Company and in particular, no authorised distributor, reseller, agent, or employee of the Company is authorised to make any modifications or additions to the EULA.
11.5. Cognizance of Legal Implications: You acknowledge that you have read this EULA thoroughly and entirely and you understand and agree to be bound by its terms. You also warrant that you are entering into this EULA of your free will and volition and with the intention of creating a legally-binding relationship between yourself and the Company.
11.6. Overriding Effect: If there is any inconsistency between the provisions of this EULA and any other agreement, deed, understanding or document at the time of the execution of this EULA, then the provisions of this EULA shall prevail.
11.7. Assignment: (i) The Company may assign or transfer this EULA and the rights, interests, obligations or benefits arising hereunder to any party who succeeds substantially to all its business or assets pursuant to a scheme of merger, acquisition or consolidation. (ii) You shall not assign or transfer this EULA and the rights, interests, obligations or benefits arising hereunder to any party without the prior written consent of the Company.
11.8. Survivability, Severability & Continuation in Force: Each clause/paragraph of this EULA shall be and remain separate from, independent of and severable from all and any other clauses/paragraphs herein except where otherwise indicated by the context of the EULA. If, for any reason, any provision of this EULA or any portion thereof is held or determined to be invalid, void, unenforceable or contrary to the law, all other provisions of this EULA or any portion thereof shall be deemed to be severable and shall remain in full force and effect and enforceable as if such invalid, unenforceable or illegal provision had never been included, but to the extent that such does not create an absurdity.
11.9. Relationship of Parties: (i) For the purposes of this EULA and all services to be provided hereunder, you and the Company shall be, and shall be deemed to be, independent contractors. (ii) Nothing in this EULA shall be construed to create a relationship of agency, partnership, joint venture, employment or other formal business entity or fiduciary relationship between you and the Company. (iii) You shall not have the authority to make any statements, representations, commitments of any kind, nor take any action which shall be binding on the Company. (iv) You shall not have the power to bind the Company vis-à-vis any third parties in any manner whatsoever.
11.10. Third Parties: (i) Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any third party, any rights or remedies under or by reason of this EULA. (ii) A third party may not enforce this EULA, in whole or in part.
11.11. Dispute Resolution: (i) You agree that the procedures set forth herein shall be the exclusive means for resolving any claim, dispute, or controversy arising from or relating to this EULA, whether sounding in contract, tort, equity, or otherwise, including any dispute over the validity and/or scope of this Clause or of any other aspect of this EULA. (ii) If any claim, dispute or controversy arises between you and the Company in connection with or arising out of this EULA, you undertake to use all reasonable endeavours, in good faith, to settle such dispute or difference by negotiation and, if negotiations fail, then through mediation. The Party initiating the negotiation or mediation shall notify the other Party in writing of its desire to initiate negotiations or mediation, as the case may be. The nature of the alleged difference or dispute shall be mentioned in any such notice. (iii) The period within which negotiations are to be allowed, held and concluded shall not be more than thirty (30) days and the period within which mediation is to be allowed, held and concluded shall not be more than an additional thirty (30) days. The aforementioned periods shall be calculated from the date of receipt of the notice by the Party. The Parties may, by mutual agreement in writing, waive the timelines permitted under this Clause and proceed directly to mediation or arbitration, as the case may be. The Parties may also, by mutual consent in writing, vary the length of the timelines permitted under this Clause. (iv) If the Parties are unable to settle the dispute or difference by negotiation or mediation and the timelines provided above lapse, then such dispute or difference shall be referred to arbitration within thirty (30) days from the receipt of a written notice by either Party demanding arbitration. (v) Each Party shall appoint one arbitrator and the arbitration shall be conducted under the Arbitration Act, 1940. In case the arbitrators are unable to reach agreement on the award, they shall refer the matter to an umpire to be mutually appointed by them, who shall rule on the award. The Parties shall share the costs of the arbitration equally, unless otherwise stated in the arbitration award. Each Party shall be responsible for paying its own lawyer's fees, unless otherwise stated in an award of arbitration. (vi) In the event of any dispute arising between the Parties being referred to arbitration, the arbitration shall be concluded within sixty (60) days from the date of appointment of the arbitrator and the decision of the arbitrators (or the umpire), as the case may be, shall be final and binding on the Parties. (vii) Any arbitration award shall be accompanied by a written statement containing a summary of the issues in controversy, a description of the award, and an explanation of the reasons for the award. (viii) The arbitrators (or the umpire) shall have authority to award any remedy or relief that a civil court in Pakistan could grant in conformity to applicable law, except that the arbitrator shall have no authority to award lawyers' fees or punitive damages. (ix) All arbitration proceedings shall be confidential. Neither Party shall disclose any information about the evidence produced by the other Party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Judgment upon the award rendered by the arbitrators (or umpire) may be entered in any court in Lahore, Pakistan with jurisdiction. (x) For the purposes of arbitration, the Legal Seat shall be Lahore, Pakistan. (xi) The arbitration mechanism provided in this EULA shall not prevent any Party from obtaining any temporary injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations for which such Party may obtain provisional relief pending a decision on the merits by the arbitrator. For such purpose, both Parties hereby consent to the jurisdiction of a Court in Lahore, Pakistan with jurisdiction.
11.12. Force Majeure: (i) Neither Party shall be liable to the other for any loss or damage whatsoever arising from its failure to perform or delay in performing any of its obligations in this EULA (other than payment or any accrued obligation for the payment of money) when such failure or delay is by reason of force majeure, that is, circumstances beyond the reasonable control of such Party. (ii) Explanation: For the purposes of this Clause, "force majeure" means and includes accident, bad weather, power failure, strike, lockout, riot, protest, delay by a third party, unforeseen problems with transport, blockade, civil strife and commotion, fire, natural disaster, flood, earthquake, explosion, epidemic, insurrection, war or warlike conditions, terrorism or threat of terrorism, embargo, act of God, actions of governments or governmental agencies, compliance with any law, regulation or other governmental order, whether or not valid, or other similar causes beyond the control of the Party effected. (iii) The Party claiming to be so affected shall give notice to the other Party promptly after it learns of the occurrence of a force majeure event and of the adverse results thereof. Such notice shall set forth the nature and extent of the event. The delay or failure shall not be excused unless such notice is so given. (iv) Such failure or delay shall not constitute a breach of this EULA and the time for performance shall be extended by a period equivalent to that during which performance is so prevented by reason of such failure or delay. (v) Notwithstanding any other provision of this EULA, either Party may terminate this EULA if the other Party is unable to perform any or all of its obligations hereunder for a period of six (6) months by reason of such force majeure event as if the date of termination were the date set forth herein as the expiration date hereof.
11.13. No Waiver: Any failure or delay by the Company to exercise, enforce or demand its rights or remedies under this EULA or the law at any time for any period or to insist upon the strict performance of any of the terms and conditions of this EULA, or the waiver of any breach of any of the terms and conditions of this EULA, shall not operate or be construed as a waiver or relinquishment of the Company's right to enforce strict performance thereof. No single or partial exercise or enforcement by the Company of any right or remedy under this EULA or the law shall preclude any other or future exercise or enforcement of any right or remedy by such party under this EULA or the law. The Company may at any later time demand strict and complete performance by the other Party of the EULA.
11.14. Notices: Any notice given or made under this License shall be in writing and may be delivered to the relevant party or sent by first class pre-paid letter, fax transmission or email to that party's address, fax transmission number or email address and shall be effectual notwithstanding any change of address or number not so notified. Unless the contrary shall be proved, each such notice or communication shall be deemed to have been given or made and delivered if by letter of the fourth working day after posting if by delivery during working hours when left at the relevant address and otherwise on the next working day of the delivery and if by facsimile or email during working hours when transmitted and otherwise on the next working day after transmission.
Should you have any questions concerning this License, or if you wish to contact Infogistic (Pvt.) Ltd., please contact Infogistic (Pvt.) Ltd. at info@infogistic.com and with a subject heading "End-User License Agreement" or visit our website: www.infogistic.com