LICENSE AGREEMENT

SOFTWARE LICENSE AGREEMENT

IMPORTANT NOTICE:
Read this License Agreement (Agreement) carefully before using the enclosed Program. You may Use the Program in accordance with the following terms and conditions. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE THE PROGRAM. By installing or using the Program in any way, You acknowledge that You have read, understand and agree to the terms of this Agreement.

Software License	Software comes with the Yearly license to use on the Hospital Premises deployed, replicating or reverse-engineering the software or using in Virtual machine Voids the license.The Software License issued to Hospital name is not Transferable to Different Hospital Name or address other than the Address mentioned on this Quotation. Logic Research Labs name and Logo will appear in the Display and in the Software as “Developed by”. and it cannot be Whitelabled or Changed. THIS IS A LICENSE AND NOT A SALE.
Software Agreement	Usage of software implies compliance with the License agreement comes along with the Software, T&C and Annexures of this Quotation. For Data confidentiality a 2-way NDA is implied by signing this Document.
Software Support	Through Internet Screen Sharing (Remote Access) / Phone support. Support Time Mon - Fri 9.00 AM to 6.00 PM (IST), Sat - 9.00 AM to 1.00 PM, Holidays - Sunday and Public Holidays. After Office Hours and Holiday support will not be provided. After Office Hours support if needed, a Separate Support Contract to be Signed with Yearly Additional Service Charges.
User Testing	Clients should use / explore all the software modules within 30 days from the date of deployment and should report issues (if any). Calculation errors and logical errors will be fixed and are never charged by Logic Research Labs.
Software Usage and Security	Server access and Admin access should be restricted and only authorized users should deal with these privileges. Users should not share or exchange passwords or keep the same passwords. Passwords should be changed once in a month by the Hospital admin. If the Hospital needs activity logs, it will be charged additionally and not covered under AMC or treated as a bug / security flaw in the system.
Software Change Terminologies	New Feature: Additional software functionality requested from the customer that is not mentioned in the Initial Software Requirements. Enhancement: An improvement request on the existing software functionality from the customer, which is beyond the Initial Software Requirements Customization: Software modification request from the customer to suit their own business needs that is specified in the Initial Software Requirements The clear distinction between the above Software terminologies has been explained to all the stakeholders of the customer organization by Logic Research Labs Staff during the Demo of the Products and the software satisfies the Initial Requirements of the Customer.
Change Request	The Change Request from the customers on the deployed software should be categorized into New Feature, Enhancement & Customization and it will be charged separately based on the complexity, resources and efforts taken to create/develop the solution.
Additional Requirements / Customizations / New Features / Enhancements	The development cost for User interface changes, New reports, re-modification, Additional Modules Workflow change will be treated as new requirements and will be charged separately based on the efforts required to create/develop. New requirements will be charged separately based on the assessment of resources involved and the complexity of the solution. New Requirements/Enhancements/New Features/Customization are not included in this Quotation and charged in separate Quotation.
3rd Party issues	Logic Research Labs is NOT responsible for any 3rd party Software/Hardware issues - troubleshooting any Hardware / Networking / Printer / Virus issues / Spam emails and Operating System issues. However, Logic Research Labs will render necessary technical help to the Customer’s staff troubleshooting the problem in the interest of solving the 3rd Party issue. This service will be charged Additionally based on T&M (Time and Material) model.
Service Charges	Depending on the effort of the work and duration of the work, Service charges will be intimated to the Customer as an Estimated cost and once approved by the Customer and agreed on the Payment terms, the work will be commenced and completed. Services includes - Software re-installation on new server, Database migration, Data restore, Maintenance Services.
Hardware - System/ Printer/ Networking / Operating System / AntiVirus	To be Purchased by the Customer, as per Logic Research Labs technical team recommendations. System & Network to be maintained & protected with Antivirus: recommended Kaspersky Total Security. Usage of different Antivirus may cause glitches in our experience like preventing file sharing/network sharing / blocking LRL Software usage. Installing and configuring these items is under the Scope of the Supplier to the Pharmacy. NOT in the scope of LRL.
Annual Maintenance Contract 10%	At the end of the Free Support Period, the AMC to be signed with payment. AMC covers - Training New Hire and helping staff with data issues caused by Manual errors ( Billing errors, Charges/ Concession / Refund /etc.,). Periodic Performance tuning of the Software / Database if running slow (Hardware slowness is not covered). Consultation of recommended Hardware spec for Server/Client/Networking devices/Security best practices/Antivirus best practices.
Cloud Terms & Conditions	Cloud VM, DB, Infra and API and Plugin charges - should be paid in advance after the invoice is raised. Any delay may cause disruption to the Cloud service. The Software deployed in Cloud systems managed by Logic Research Labs cannot be moved to Client’s Cloud infrastructure. On-prem version can be moved to Cloud version with additional migration Charges for Data and Code migration. Similarly Cloud version can be migrated to On-prem version with additional charges. Cloud Up-times are guaranteed by the Service provider, however due to inevitable technical faults the system may face downtime, the client should manage with alternate mode of operation or either switching to manual mode of operation until normalcy is restored. The Buyer ie Client is well aware of this Risk of using the Cloud in spite of the Several advantages and understand that Logic Research Labs will not be held responsible for the Server Downtime.
Data Access	Data access to the Software will be provided as reports or exported as spreadsheet only when there is no financial due from the client side. No access to our Database tables will be provided at Database level, all access will be routed via LRL software only. Database credentials will not be shared. For 3rd Party integration, if APIs are needed will be provided and Development charges will be applicable and treated as New requirements. Full Database cannot be provided in API access. Open ended SQL/No-SQL queries to access the database at Query level will not be provided.
Refund	Payments once received will not be refunded back. The payments cannot be adjusted for different Software modules / Customizations, or any Hardware. From the Go-live date the Software / System is assumed to be in Full Use and Client cannot state as not yet Started using the Software / System or the Users cannot ask the Features from the different Software in the New Software.
LRL Intellectual Property (IP)	Source code, Database Architecture, SQL backup, Scripts used are LRL proprietary Intellectual Property (IP). The Client agrees by signing the P.O the Software will be used in the form delivered as-it basis and will not request or demand for the LRL proprietary details in any form.
Governing Law	Terms & Conditions and Software License Agreement shall be governed by and construed in accordance with the laws of the Republic of India, in the event of dispute to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration.These terms and conditions shall be governed by and construed in accordance with the Indian Laws. Any dispute arising under these terms and conditions shall be subject to the jurisdiction of the courts of Kumbakonam,TN, India.