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PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE INSTALLING, ACCESSING, OR USING EMBLEM AUDIT SOFTWARE ("SOFTWARE").

This Agreement is a legal agreement between you ("User", "Customer", "Licensee") and Emblem Audit Software ("Emblem", "Company", "Licensor").

By installing, accessing, downloading, activating, or using the Software, you agree to be bound by the terms of this Agreement. If you do not agree, do not install or use the Software.

1. DEFINITIONS

Software means Emblem Audit Software, including all modules, updates, enhancements, documentation, templates, forms, reports, and related materials.

User Data means all data, documents, workpapers, financial information, audit evidence, trial balances, reports, and other information entered into or generated through the Software by the User.

License means the right granted under this Agreement to use the Software.

Subscription means a time-limited license granted in exchange for recurring fees.

2. LICENSE GRANT

Subject to compliance with this Agreement, Emblem grants the User a limited, non-exclusive, non-transferable, revocable, and non-sublicensable license to install and use the Software solely for internal business, accounting, auditing, assurance, taxation, consulting, compliance, and related professional purposes. The Software is licensed, not sold. No ownership rights are transferred to the User.

3. OWNERSHIP AND INTELLECTUAL PROPERTY

The Software and all associated intellectual property rights remain the sole and exclusive property of Emblem. This includes source code, object code, user interfaces, templates, documentation, workflows, designs, logos, trademarks, copyrights, trade secrets, and proprietary methodologies. Nothing in this Agreement transfers ownership of any intellectual property rights to the User.

4. PERMITTED USE

The User may install and use the Software for legitimate business purposes; prepare audit documentation and workpapers; generate reports and analyses; store and manage audit evidence; and use Software-generated outputs for professional engagements.

5. RESTRICTIONS

The User shall not reverse engineer, decompile, or disassemble the Software; modify or create derivative works based on the Software; copy or reproduce the Software except as permitted by law; remove copyright notices or proprietary markings; sell, lease, rent, sublicense, assign, or distribute the Software; use the Software for unlawful purposes or in a manner that infringes third-party rights. Any unauthorized use immediately terminates the license.

6. ANTI-PIRACY AND LICENSE PROTECTION

The Software is licensed, not sold. The User shall not copy, duplicate, distribute, or share the Software beyond the scope of the purchased license; install or use the Software on devices, systems, or locations exceeding permitted limits; circumvent, disable, modify, interfere with, or bypass any licensing, activation, authentication, security, encryption, or copy-protection mechanisms; use unauthorized license keys, activation methods, cracks, patches, or emulators; or permit any third party to access the Software without a valid license. Each license is issued to a specific individual, firm, or organization and may not be shared, transferred, or assigned without prior written consent. Unauthorized copying, distribution, or circumvention constitutes a material breach and may result in immediate license termination, suspension of support, denial of updates, and legal proceedings seeking damages and injunctive relief.

7. USER DATA

The User retains all ownership rights in User Data. Emblem does not claim ownership of User Data. For offline deployments, all User Data remains under the User's control and responsibility. The User is solely responsible for data accuracy, data backups, retention policies, regulatory compliance, and protection of confidential information. Emblem shall not be liable for loss, corruption, deletion, or unavailability of User Data.

8. CONFIDENTIALITY

The User acknowledges that the Software contains confidential and proprietary information belonging to Emblem. The User shall not disclose, copy, distribute, or make available any confidential information relating to the Software to any third party without prior written consent.

9. CLIENT CONFIDENTIALITY

The Software may be used to process confidential client information. The User is solely responsible for ensuring compliance with professional confidentiality requirements, applicable data protection laws, ICAI requirements, and client contractual obligations. Emblem does not access, review, or assume responsibility for confidential client information stored by the User.

10. SOFTWARE UPDATES

Emblem may provide updates, bug fixes, security patches, new features, and enhancements. Updates may be free, subscription-based, or separately licensed, and shall be governed by this Agreement unless otherwise specified.

11. SUBSCRIPTION, FEES, AND PAYMENT

Where applicable, licenses may be offered on monthly, annual or other commercial models. Fees are payable in advance and are non-refundable except where required by law. Failure to pay fees may result in suspension or termination of access.

12. SUPPORT SERVICES

Support services, if offered, are provided subject to support policies. Emblem does not guarantee specific response times, continuous availability, or resolution of all issues.

13. AUDIT PROFESSIONAL JUDGMENT DISCLAIMER

The Software is intended solely as a professional assistance tool. It does not replace professional judgment, replace audit procedures, provide legal advice, guarantee compliance with auditing standards, or guarantee detection of fraud or errors. The User remains solely responsible for audit planning, risk assessment, audit procedures, professional judgments, conclusions reached, and audit reports issued.

14. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." EMBLEM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EMBLEM DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, OPERATE WITHOUT INTERRUPTION, OR MEET ALL USER REQUIREMENTS.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMBLEM SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR BUSINESS INTERRUPTION. IN NO EVENT SHALL EMBLEM'S TOTAL LIABILITY EXCEED THE FEES PAID BY THE USER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

16. INDEMNIFICATION

The User agrees to indemnify and hold harmless Emblem, its owners, directors, employees, contractors, and affiliates against any claims, liabilities, losses, damages, costs, and expenses arising from the use of the Software, violation of this Agreement, violation of applicable laws, professional services performed, or client disputes.

17. TERM AND TERMINATION

This Agreement remains effective until terminated. Emblem may immediately terminate the license if the User breaches this Agreement, engages in piracy, or fails to pay required fees. Upon termination, all rights cease, and the User must stop using and delete all copies of the Software.

18. EXPORT COMPLIANCE

The User shall comply with all applicable laws and regulations governing software use, export, and data handling.

19. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of India. Any dispute shall be subject to the exclusive jurisdiction of the courts located in Bengaluru, Karnataka, India.

20. FORCE MAJEURE

Emblem shall not be liable for delays or failures resulting from causes beyond its reasonable control, including natural disasters, governmental actions, war, cyberattacks, or other force majeure events.

21. ENTIRE AGREEMENT

This Agreement constitutes the complete agreement between the parties and supersedes all prior discussions, communications, and understandings.

22. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

23. CONTACT INFORMATION

Emblem Audit Software
Email: info@emblemaudit.in
Website: emblemaudit.in