This End-User License Agreement (“License”) is a legal agreement between you (“Licensee”, “Customer” or “you”) and us (‘Ultim8e’, ‘Ingress IT Solutions’, ‘Ingress IT’, ‘Ingress IT Team’, ‘Ultim8e Team’, ‘Ultim8e Product’) Ingress IT Solutions, #610, Vraj Valencia, Science City Rd., Sola, Ahmedabad – 380060, Gujarat, India (“Licensor” or “we“).

This License sets out our respective rights and obligations in respect of the (“Ultim8e“) software/code/plugins/graphics/theme products and all documentation associated with it and made available to you (“Documentation“).

By Downloading, copying or otherwise using of any Ultim8e Products, You warrant that you have read, understood and agree to be bound by the terms of this EULA and our Privacy Policy. By using any of the Ultim8e Products, you represent, warrant and agree that you have read, understood and agree to be bound to the terms of this EULA. If you do not agree to the terms of this EULA do not download, copy or use any of the Ultim8e Products. You should print a copy of this License and the Privacy Policy and retain it for your records.

1. Definitions

In this agreement, unless the context otherwise requires:

‘confidential information’ means all business, technical, financial or other information created or exchanged between the parties.

‘the Fee’ means the amount paid for the license for the Term.

‘intellectual property rights’ means patents, rights in designs, trade marks, trading, business or domain names and email addresses, copyrights (including any such rights in typographical arrangements, websites or software) whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, rights in inventions, know how, trade secrets and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character which subsist now or in the future in any part of the world.

‘Ultim8e Product’ means any of the Ultim8e products that are categorized in software, code, plugin, graphic, theme, etc. This also includes upgrades made to Ultim8e Product during the Term.

‘the Term’ means the length of the License.

‘the Trade Marks‘ means the trade marks, names and logos of Ingress IT Solutions.

‘a user’ means a person who accesses the Licensee’s site or any part of it.

‘a website’ means pages or a related group of pages linked together using the hypertext transfer protocol (‘http’).

‘Ultim8e Products’ means any of the products that are sold under the Ultim8e licensing agreement that can be Theme, Code, Plugin, Software, Applications, Web-App, Mobile-App, Graphics, 3D Animations, etc.

2. The License

2.1 License: The Licensor grants the Licensee a limited non-exclusive, non-transferable license (with no right to sub-license) in exchange for the Fee subject to the terms of this EULA.

2.2 License Expiry: The Software is licensed for a specific period of time (‘The Term’); the standard term being 1 year. Once the license expires, the Licensee must either renew the license or remove Ultim8e Product from their systems. Once the license has expired, Ultim8e Product may automatically cease to function if it is not renewed.

2.3 Agent Accounts: The Software is licensed on a per agent basis commonly known as seat based licensing. Unless you have an unlimited agent license; You are responsible for ensuring that the number of agents using Ultim8e Product is less than or equal to the number of Agent accounts you have purchased. Only one individual person may use an individual agent account. You are responsible for ensuring that agents do not share accounts via any technical method..

2.4 Attribution: You shall keep the attribution and hyperlink to Ultim8e Product and its website intact unless an additional license and agreement is obtained from Ultim8e/Ingress IT Solutions to remove the attribution.

2.5 No Reselling, Time-Sharing or Sub-Licensing: You may not lease, license, sublicense, sell, resell, rent, or otherwise commercially exploit Ultim8e Product to any third party.

2.6 Number of Live Installations: You are permitted only a single, live, accessible installation of Ultim8e Product that is accessible from a unique URL. If you need access to Ultim8e Product through multiple URLs or Domain Names or have multiple installs of Ultim8e Product you will require additional licenses.

2.7 Number of Test Installations: You are permitted a single test installation. This installation must not be publicly available and can only be used for internal testing of Ultim8e Product. A separate license code is provided for your test installation which limits certain functionality.

2.8 Support: As part of the payment for Ultim8e Product you will also receive support for Ultim8e Product via email. This support will be provided on a best effort basis and it is not guaranteed that it will be possible to fix any problem You may have using Ultim8e Product. Telephone support is not included with the license but We may offer additional telephone support contracts that You may choose to purchase.

2.9 Upgrades: As part of the payment for Ultim8e Product you will also receive, without additional cost, upgrades to Ultim8e Product as and when they are made available. Upgrades will only be provided to Customers whose license remains active.

2.10 Account Information: You must provide us with accurate account information. This includes providing us with the URL of the computer(s) on which you have installed Ultim8e Product.

2.11 Right to Audit: We may audit the use of Ultim8e Product for compliance with the terms of EULA at any time, upon reasonable notice.

2.12 Cost of Audit: In the event that such audit reveals any use of Ultim8e Product by you other than in full compliance with the terms of EULA, you shall reimburse us for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

3. Right to Modify

3.1 Modification at Your own risk: The Software source code, excluding small sections of code used to manage licensing is visible/unencoded/uncompiled and modifications to ‘The Software’ are allowed at your own risk. The Licensor will not provide support for the modifications that you make.

3.2 Distribution of Modified Code: You may not distribute any modifications you make to Ultim8e Product without the permission of the Licensor.

3.3 Assignment of Rights to Modified Code: If modified Ultim8e Product source code, or source code directly integrated with Ultim8e Product is made available to the Licensor in any form; you agree to assign all rights of the modifications to the Licensor. These rights shall include – without limitation the right to use, the right to modify, the right to integrate and incorporate into any existing or future work, the right to exploit, the right to grant licenses and sub-licenses, the right to distribute, the right to reproduce and the right to dispose. The Licensor provides an indefinite, non-exclusive license for the Licensee to the modified source code.

4. Billing

4.1 License Code: Upon receipt of payment, a license key code will be delivered to the Licensee. This code should be entered into Ultim8e Product along with the purchased email address. The licensee may be required to update the license key code from time to time.

4.2 Manual Renewal: If you want to keep Ultim8e Product running we request you to reach out to [email protected] along with your registered email id and license key for your renewal. You must renew your license at least 10 days before the expiry of the term. As part of the Subscription License, all Updates, Upgrades, and e-mail support for problems will be provided to you at no additional cost during the intended period.

4.3 Changes to Agent Accounts: If Ultim8e Product purchased by you comes with the Agent Accounts feature then to increase the number of agent accounts for your license, you will be charged a time adjusted amount for those agents up to your next license renewal date. If you decrease the number of agent accounts, the lower price will be reflected in your next renewal date but no refund will be given for any unused accounts.

4.4 Price Changes: Ultim8e reserves the right to change prices at any time.

5. Confidentiality

5.1 Error Reports: When Ultim8e encounters an error, this error is automatically logged with the Ultim8e servers to enable Us to rapidly resolve any potential problems with Ultim8e Product. Although technical steps have been taken to prevent it, it is possible that confidential information may be included with these reports. You can disable the automatic reporting of errors in the Admin Interface.

5.2 Anonymized Data: Ultim8e may collect usage data from Ultim8e installations. You agree that Ultim8e may use, disclose, market and license aggregated, anonymized Usage Data for any purpose without restriction

5.3 Access to Server: If in a response to a request for technical support, you provide us direct access to your Software installation, either by providing usernames and passwords or using the remote access tool built into Ultim8e, you accept that you will be providing the Licensee full access to your installation and confidential data. If when accessing your data we lose or in some way damage your data, servers, equipment or any system we will only be held liable the extent set out in Clause 9.2 below.

5.4 Privacy Policy: By agreeing to this EULA you agree to the terms of our privacy policy which is made available at https://www.Ultim8e.com/privacy

5.5 Confidentiality: All information relating to your agreement with the Licensor, such as price of Ultim8e Product and terms on which Ultim8e Product is licensed, are to be held in the strictest confidence.

5.6 Customer Identification: You agree to allow Ultim8e to identity yourselves as a customer of Ingress IT Solutions, and to include this information on relevant marketing materials.

5.7 License Audit: We reserve the right to monitor how the License is being used. W