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AEC Logic Pvt Ltd SOFTWARE LICENSE AGREEMENT
READ CAREFULLY: AEC Logic Pvt Ltd LICENSES THIS SOFTWARE TO YOU
ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE
LICENSE AGREEMENT.
BY SELECTING THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT OR BY COPYING, INSTALLING,
UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE, WILL BE CONSIDERED
THAT YOU AGREED TO ENTER INTO THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN
AEC Logic Pvt Ltd AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE SOFTWARE FOR YOURSELF,
OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SOFTWARE. IF
YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: (A)
DO NOT COPY, INSTALL, UPLOAD, ACCESS OR USE THE SOFTWARE; (B) SELECT “I REJECT”
AT THE END OF THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE SOFTWARE); AND
(C) THE SOFTWARE WILL EXPIRE WITHIN SEVEN (07) DAYS OR 20 RUNS WHICHEVER IS EARLIER
FROM THE DATE OF ACQUISITION.
COPYING OR USE OF THIS SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION EXCEPT AS PERMITTED
BY AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT
AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH
SOFTWARE AND DOCUMENTATION. IF YOU COPY OR USE ALL OR ANY PORTION OF THIS SOFTWARE
OR ITS USER DOCUMENTATION WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING
WRITTEN PERMISSION OF AEC Logic Pvt Ltd, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL
PROPERTY LAW. YOU MAY BE LIABLE TO AEC Logic Pvt Ltd AND ITS LICENSORS FOR DAMAGES;
AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
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1. |
DEFINITIONS
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1.1 |
“Access” means to use or benefit
from using the functionality of the Software. |
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1.2 |
“Computer” means a single electronic
device with one or more central processing units (CPU's) that accepts information
in digital or similar form and manipulates the information for a specific result
based on a sequence of instructions.
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1.3 |
“Install” means to place a copy
of Software onto a hard disk or other storage medium through any means (including,
but not limited to, use of an installation utility application accompanying the
Software). |
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1.4 |
“License Parameters” means the definition
and limitation of the applicable license scope in Section 2.2 hereof. |
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1.5 |
“Permitted Number” means a number
relevant for the applicable License Parameters that AEC Logic Pvt Ltd may specify
in the applicable User Documentation. The Permitted Number is one (1) unless otherwise
provided by AEC Logic Pvt. Ltd. in writing. |
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1.6 |
“Software” means the computer
program in which this Agreement is embedded or that is delivered prepackaged with
this Agreement. |
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1.7
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“User Documentation” means the explanatory
printed or electronic materials that AEC Logic Pvt Ltd. or its authorized distributor
incorporates in or delivers in or on a package with the Software or sends to you
on an invoice, via email, facsimile or otherwise after you acquire or Install the
Software, including, but not limited to, license specifications, key, license files,
instructions on how to use the Software, and/or technical specifications. |
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1.8 |
“You” means you personally (i.e.,
the individual who reads and is prompted to accept this Agreement) if you acquire
the Software for yourself or the company or other legal entity for whom you acquire
the Software. |
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2. |
SOFTWARE LICENSE |
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2.1 |
License Grant. AEC Logic Pvt Ltd
grants you a non-sublicensable, non-exclusive, non-transferable, limited license
to use copies of the Software in the jurisdiction in which you acquire the Software,
in accordance with the applicable User Documentation, within the scope of the License
Parameters. AEC Logic Pvt Ltd’s license grant is conditioned on your continuous
compliance with all license limitations and restrictions described in this Agreement.
If you violate any of these limitations or restrictions, the license grant will
automatically and immediately expire. The license descriptions in this Section 2
define the scope of rights that AEC Logic Pvt Ltd grants to you. Any usage of the
Software outside the scope of the applicable license grant constitutes an infringement
of AEC Logic Pvt Ltd’s intellectual property rights as well as a material breach
of this Agreement. |
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2.2 |
License Parameters. AEC Logic Pvt
Ltd’s license grant is subject to one or more of the License Parameters defined
in this Section 2.2 as specified in the User Documentation. Unless AEC Logic Pvt.
Ltd. expressly specifies or agrees otherwise in the User Documentation, all Software
shall be governed solely by a license for Standalone (Individual) Editions (see
Section 2.2.1). |
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2.2.1 |
Standard Edition. If AEC Logic Pvt
Ltd identifies the Software as a “Standard Edition” or as an “LAN Edition” or if
the User Documentation does not identify the Software by any of the edition designations
set forth in Sections 2.2.2 through 2.2.6, you may Install and Access one (1) copy
of the Software on one (1) individual Computer, which may not be connected to a
network in a manner that allows more than one (1) user to Access, upload, operate,
view or otherwise create or use a copy of the Software. You may not Install or Access
the Software other than on one (1) computer at a time. |
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2.2.2 |
LAN Edition. If AEC Logic Pvt Ltd
identifies the Software as a “Network Edition” in the applicable User Documentation,
you may Install, Access and use one (1) copy of the Software on your Computer file
server, for your own internal business needs, with the AEC Logic Pvt Ltd License.
The Software may be Installed on or Accessed by other Computers, or on an individual
Computer, as a multiple-user installation, so long as the maximum number of concurrent
users does not to exceed the Permitted Number.
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2.2.3 |
Academic Edition. If AEC Logic Pvt
Ltd identifies the Software as an “Academic Edition” in the applicable User Documentation,
you may Install and Access a single copy of the Software on up to the Permitted
Number of Computers, only for educational purposes (as further specified in the
applicable User Documentation) and for no other purpose. Without limiting the foregoing,
Academic Editions of the Software may not be used for commercial, professional,
or for-profit purposes. Additionally, functional limitations apply, as set forth
in Section 6. |
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2.2.4 |
Student Edition. If AEC Logic Pvt
Ltd identifies the Software as a “Student Edition” in the applicable User Documentation,
you may Install and Access a single copy of the Software on up to the Permitted
Number of Computers, only for personal learning purposes, and no other purpose.
Unless otherwise provided by AEC Logic Pvt Ltd in the User Documentation, Student
Editions of the Software may be used for a period of one (1) year from the date
of Installation. Without limiting the foregoing, Student Editions of the Software
may not be used for commercial, professional or other for-profit purposes and may
only be used by persons who qualify as a permitted user of Student Editions (as
further specified in the applicable User Documentation for the jurisdiction in which
the Software is acquired). Additionally, functional limitations apply, as set forth
in Section 6. |
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2.2.5 |
Evaluation edition. If AEC Logic
Pvt Ltd identifies the Software as a demonstration, evaluation, trial, or not for
resale edition (“Evaluation Edition”) in the applicable User Documentation, you
may Install and Access one copy of the Software only for the purpose of commercial
evaluation and demonstration. Without limiting the foregoing, you may not use it
for competitive analysis, or commercial, professional, or for-profit purposes. The
Evaluation Edition may only be installed for a seven (7) days evaluation period,
unless otherwise specified by AEC Logic Pvt Ltd in writing. Additionally, functional
limitations apply, as set forth in Section 6. |
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2.2.6 |
License Term. Subject to the terms
and conditions of this Agreement, the license to use the Software is perpetual,
unless the Software qualifies as an Evaluation Edition, Student Edition, or is designated
as a fixed-term license, a limited duration license or a rental license. In such
case, the term of the license shall be the term identified by AEC Logic Pvt Ltd
in the applicable User Documentation (the “Designated Term”) or the term, for which
you have paid, whichever is less. If AEC Logic Pvt Ltd identifies the Software as
licensed for a fixed term, limited duration or rental and does not specify a term,
then the Designated Term shall expire seven (07) days after the date you first install
the Software. Use of this Software beyond the applicable license term, or any attempt
to defeat the time-control disabling function in the Software is an unauthorized
use and constitutes a material violation of this Agreement and intellectual property
law. |
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2.3 |
Upgrades. If AEC Logic Pvt Ltd labels
the Software in the User Documentation as an upgrade or update (“New Edition”) to
software previously licensed to you (“Previous Edition”), you must destroy all copies
of the Previous Edition, including any copies Installed on your hard disk drive,
and upon request by AEC Logic Pvt Ltd return any User Documentation to AEC Logic
Pvt Ltd or the authorized distributor from whom you acquired the Previous Edition
within thirty (30) days of Installing the New Edition. AEC Logic Pvt Ltd reserves
the right to require you to show satisfactory proof that the Previous Edition has
been destroyed. AEC Logic Pvt Ltd an authorized third-party in connection with the
Software licensed to you hereunder may provide you additional software that supplements
or extends the Software. Such supplemental software shall be subject to the terms
and conditions of this Agreement except Section 5.1 (Limited Warranty), unless otherwise
specified at the time of delivery. Notwithstanding the foregoing, you may retain
and need not destroy the Previous Edition and may use the Previous Edition solely
if necessary (1) for the purposes of installing the New Edition hereby licensed
and (2) for archival (backup) purposes in order to install the New Edition licensed
by this Agreement if the initial installation fails. |
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2.4 |
Software Components. The Software
is licensed to you as a single product and its components may not be separated for
distribution or use on more than one (1) Computer unless expressly permitted by
AEC Logic Pvt Ltd in the applicable User Documentation. |
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3. |
PERMITTED AND PROHIBITED ACTIONS |
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3.1 |
Permitted Actions |
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3.1.1 |
Backup Copy. Regardless of which
edition of the Software you have acquired, you may install one archival (backup)
copy of the Software. Such archival copy may not be installed on another Computer,
unless such other Computer is a partitioned drive of a server to which only the
user of the active copy of the Software can Access. In any event, the archival copy
may not be accessed as long as another copy of the Software is installed on any
Computer. Except as expressly permitted under Section 2.2: (a) if the User Documentation
is in printed form, it may not be copied; and (b) if the User Documentation is in
electronic form, it may not be duplicated electronically. |
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3.2 |
Prohibited Actions. AEC Logic Pvt
Ltd does not permit any of the following actions and you acknowledge that such actions
shall be prohibited: |
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3.2.1 |
Use. You may not Install, Access
or otherwise copy or use the Software or User Documentation except as expressly
authorized by this Agreement. |
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3.2.2 |
Reverse Engineering. You may not
reverse engineer, de-compile, or disassemble the Software. |
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3.2.3 |
Transfers. You may not distribute,
rent, loan, lease, sell, sub-license, or otherwise transfer all or any portion of
the Software or User Documentation, or any rights granted in this Agreement, to
any other person without the prior written consent of AEC Logic Pvt Ltd. |
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3.2.4 |
Hosting or Third Party Use. You
may not Install or Access, or allow the Installation or Access of, the Software
over the Internet, including, without limitation, use in connection with a Web hosting
or similar service, or make the Software available to third parties via the Internet
on Your computer system or otherwise. |
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3.2.5 |
Distribution. You may not distribute
the Software to another party, without prior written permission from AEC Logic Pvt
Ltd Distribution includes, but is not limited to, sending the Software by electronic
mail, placing the Software on a web server or a similar on-line source, including
the software on a CD or any other media or any other distribution mechanism. |
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3.2.6 |
Notices. You may not remove, alter,
or obscure any proprietary notices, labels, or marks from the Software or User Documentation. |
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3.2.7 |
Modifications. You may not modify,
translate, adapt, arrange, or create derivative works based on the Software or User
Documentation for any purpose.
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3.2.8 |
Circumvention. You may not utilize
any equipment, device, software, or other means designed to circumvent or remove
any form of copy protection used by AEC Logic Pvt Ltd in connection with the Software,
or use the Software together with any, activation code, serial number, or other
copy protection device not supplied by AEC Logic Pvt Ltd directly or through an
authorized distributor. |
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3.2.9 |
Export. You may not export the Software
or User Documentation in violation of this Agreement, Indian or other applicable
export control laws. |
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3.2.10
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Use Outside of Territory. You may
not use the Software, including without limitation a Network Edition, or User Documentation
outside of the country in which you acquired the Software. |
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4. |
ALL RIGHTS RESERVED
Except as expressly provided otherwise in this Agreement, title, ownership
and all rights and interest including, without limitation, copyrights, in and to
the Software and User Documentation and any authorized copies made by you remain
with AEC Logic Pvt Ltd and its licensors. The structure, organization, and code
of the Software are valuable trade secrets of AEC Logic Pvt Ltd and its licensors
and you shall keep such trade secrets confidential. The Software and User Documentation
are licensed, not sold. |
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5. |
LIMITED WARRANTY AND DISCLAIMERS |
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5.1 |
Limited Warranty. AEC Logic Pvt
Ltd warrants that, as of the date on which the Software is delivered by AEC Logic
Pvt Ltd and for 12months thereafter, the Software will provide the features and
functions generally described in the User Documentation and that the media on which
the Software is furnished, if any, will be free from defects in materials and workmanship.
AEC Logic Pvt Ltd's entire liability and your exclusive remedy under the limited
warranty provided in this Section 5.1 will be, at AEC Logic Pvt Ltd‘s option, to
attempt to correct or work around errors, to replace the defective media on which
the Software is furnished, if any, or to refund the license fees and terminate this
Agreement. Such refund is subject to the return of the defective media, if any,
and User Documentation, with a copy of your receipt to your local AEC Logic Pvt.
Ltd. office or the authorized distributor from whom you obtained the Software within
12months from the date of your receipt of the Software. |
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5.2 |
Disclaimer. Except for the express
limited warranties provided in section 5.1 hereof, AEC Logic Pvt Ltd makes and you
receive no express warranties. any statements or representations about the software
and its functionality in the user documentation or any communication with you constitute
technical information and not an express warranty or guarantee. In addition, AEC
Logic Pvt Ltd specifically disclaims any other warranty including, without limitation,
the implied warranty of merchantability, fitness for a particular purpose and non-infringement.
without limiting the foregoing, AEC Logic Pvt Ltd does not warrant that the operation
of the software will be uninterrupted or error free. |
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6. |
WARNINGS |
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6.1
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Functionality Limitations.
AEC products are tools intended to be used by trained professionals only. They are
not substitutes for your professional judgment. ProBID+ & AEC Buildings 2009 softwares
are intended to assist with product design and are not substitutes for independent
testing of product stress, safety and utility. Due to the large variety of potential
applications for the software, the software has not been tested in all situations
under which it may be used. AEC Logic Pvt Ltd shall not be liable in any manner
whatsoever for the results obtained through the use of the software. Persons using
the software are responsible for the supervision, management and control of the
software. This responsibility includes, but is not limited to, the determination
of appropriate uses for the software and the selection of the software and other
programs to achieve intended results. Persons using the software are also responsible
for establishing the adequacy of independent procedures for testing the reliability
and accuracy of any program output, including all items designed by using the software. |
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6.2 |
Activation Key Required. |
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6.2.1 |
Installation, access, transfers and continued use of the software may require an
key. You must register your acquisition of the software with AEC Logic Pvt Ltd before
an key is issued to you. AEC Logic Pvt Ltd shall use your registration details in
conformance with its applicable privacy policy, which is included in the user documentation
or available on AEC Logic Pvt Ltd’s website or on request.
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6.2.2 |
The activation security mechanisms may disable the software if you try to transfer
it to another computer, if you tamper with the date setting mechanisms on your computer,
if you use the software past an applicable evaluation period or limited term, or
if you undertake certain other actions that may offset the security mode. More information
is contained in the applicable user documentation or available from AEC Logic Pvt
Ltd request.
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6.3 |
Academic and Student Editions. AEC
products are and other data created with academic editions and student editions
of the software contains certain notices and limitations that make the data unusable
outside the educational use area. If you combine or link data created with academic
editions or student editions of the software with data otherwise created, then such
other data may also be affected by these limitations. |
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7. |
LIMITATION OF LIABILITY
In no event shall AEC Logic Pvt Ltd its licensors have any liability
for any incidental, special, indirect, or consequential damages, loss of profits,
revenue, data, or cost of cover. In addition, in no event shall the liability of
AEC Logic Pvt Ltd or its licensors for any damages arising out of or in connection
with the software or this agreement exceed the amount paid or payable by you for
the software principally responsible for such damages. The limitations of liability
in this section 7 shall apply to any damages, however caused and regardless of the
theory of liability, whether derived from contract, tort (including, but not limited
to, negligence), or otherwise, even if AEC Logic Pvt Ltd has been advised of the
possibility of such damages and regardless of whether the limited remedies available
hereunder fail of their essential purpose. |
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8. |
GENERAL
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8.1.
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No Assignment; Insolvency. This
Agreement and any rights hereunder are non-assignable and any purported assignment
shall be void. The Agreement and the licenses granted hereunder shall terminate
without further notice or action by AEC Logic Pvt Ltd if you become bankrupt or
insolvent, make an arrangement with your creditors or go into liquidation.
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8.2. |
Choice of Law. This Agreement and
any disputes arising out of or in connection with this Agreement shall be governed
by the laws of the state of Hyderabad in India without reference to conflict-of-laws
principles. |
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8.3 |
Entire Agreement. This Agreement
and the applicable User Documentation constitute the entire agreement between us
and supersede any other previous or contemporaneous communications, agreements,
representations, or advertising with respect to the Software and User Documentation.
Any modifications to this Agreement shall be invalid, unless made in a duly signed
writing. |
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8.4 |
Severability. If and to the extent
any provision of this Agreement is held illegal, invalid, or unenforceable in whole
or in part under applicable law, such provision or such portion thereof shall be
ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable
to the extent of its illegality, invalidity, or unenforceability and shall be deemed
modified to the extent necessary to conform to applicable law so as to give the
maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability
of such provision in that jurisdiction shall not in any way affect the legality,
validity, or enforceability of any other provision of this Agreement in any other
jurisdiction. |
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8.5
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Audits. To ensure compliance with
this Agreement, you agree that upon reasonable notice, AEC Logic Pvt Ltd or AEC
Logic Pvt Ltd’s authorized representative shall have the right in inspect and audit
your installation, access and use of the Software. Any such inspection or audit
shall be conducted during regular business hours at your facilities or electronically.
If such inspections or audits disclose that you have Installed, Accessed or permitted
Access to the Software on Computer(s) in a manner that is not permitted under this
Agreement, then AEC Logic Pvt Ltd may terminate this Agreement immediately and you
are liable to pay for any unpaid license fees as well as the reasonable costs of
the audit. Nothing in this section shall be deemed to limit any legal or equitable
remedies available to AEC Logic Pvt Ltd for violation of this Agreement or applicable
law.
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8.6 |
Language. The English language edition
of this Agreement is legally binding in case of any inconsistencies between the
English edition and any translations. |
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