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License Agreement:

PK4 LICENSE AGREEMENT

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF PK4 SOFTWARE TECHNOLOGIE'S ONLINE AND OFFLINE SERVICES.  AS USED IN THIS AGREEMENT, THE TERMS "YOU" OR "YOUR" ALL REFER TO THE PERSON USING THE SERVICE IN ANY WAY.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ANY PERSON TO WHICH THE ENTITY PERMITS ACCESS AND USE OF PK4 SOFTWARE TECHNOLOGIE'S SERVICES IN ANY WAY, TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Subject to the terms and conditions of this PK4 License Agreement , PK4 SOFTWARE TECHNOLOGIES PVT.LTD. ("PK4") will provide a web-based service that allows you to create an account (a "User Account") to create, manage and administer applications ("Your Applications") through remote access to PK4's proprietary software (the "PK4 Technology").

1. LICENSE GRANTS.
1.1. PK4 Technology License Grant.  Subject to the terms, conditions and restrictions in this Agreement, PK4 hereby grants to you a non-exclusive, non-transferable and non-sublicensable right to use the PK4 Technology for your own internal business purposes and only as set forth in this Agreement.  
1.2. Your Responsibilities and Rights.  
1.2.1. You are responsible for all activity occurring under your User Account and will abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the PK4 Technology, including those related to data privacy, international communications and the transmission of technical or personal data.  You will:  (i) notify PK4 immediately of any unauthorized use of any password or membership ID or any other known or suspected breach of security; (ii) report to PK4 immediately and use reasonable efforts to stop immediately any copying or distribution of PK4 Technology that is known or suspected by you; and (iii) not impersonate another PK4 user or provide false identity information to gain access to or use the PK4 Technology.
1.2.2. Your Applications and the data that you store in Your Applications when using the PK4 Technology per the terms of this Agreement will be considered your personal property.  Except as may be required by applicable law, no party, including PK4, will be permitted to access such personal property.  You, not PK4, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or the right to use any of the data, information or material that you incorporate into Your Applications.
1.3. Restrictions on Use.  
1.3.1. Your license to use the PK4 Technology to create Your Applications is limited to your use only and cannot be shared with or used by any third party.  You will not:  (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the PK4 Technology or Your Application and/or your User Account in any way; (ii) modify or make derivative works based upon the PK4 Technology; (iii) create Internet "links" to the PK4 Technology or "frame" or "mirror" any content on any other server or wireless or Internet-based device except as permitted by the PK4 Technology; or (iv) disassemble, reverse engineer, analyze, decompile, modify, convert or translate the PK4 Technology or apply any procedure or process to the PK4 Technology in order to:  (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the PK4 Technology; or (c) copy any ideas, features, functions or graphics of the PK4 Technology.  
1.3.2. You may use the PK4 Technology only for your internal business purposes and will not:  (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the PK4 Technology or the data contained therein; or (v) attempt to gain unauthorized access to the PK4 Technology or its related systems or networks.
1.4. PK4 Ownership.  This Agreement confers only the right to use the PK4 Technology, while this Agreement and the specified license(s) are in effect and it does not convey any rights of ownership in or to the PK4 Technology.  All right, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the PK4 Technology will remain the sole property of PK4.  Any services provided to you under this Agreement, including methods, processes, notes, designs, code, documentation, memoranda, and other data or materials that are prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to PK4.  
1.5. PK4 Access to Your Applications.  During the Term of this Agreement, in the event that PK4 discovers that Your Application and/or User Account is causing any problems with the PK4 Technology or the server that the PK4 Technology is hosted on, PK4 may, with your permission which will not be unreasonably withheld, access or copy Your Applications and/or User Account to an account controlled by PK4 so that PK4 may investigate Your Applications and/or User Account and the problems that it may be causing.  In the event, upon PK4's investigation, PK4 discovers any significant problem(s) with Your Applications and/or User Account, PK4 may take offline Your Application and/or User Account without your prior notice or permission, until the problem is cured to the satisfaction of PK4.    
 
2. FEES AND SALES TAX.
2.1. Fees.  
2.1.1. Fee Charged at end of term.  If you are a Standard or Advanced Owner, your fee for use of the PK4 Technology (the "Fee") is set forth in the published price sheet which you may access through the PK4 website.  At the point of your initial purchase, you will be charged for the PK4 Technology for the term that you have chosen. Subsequently, the Fee will be due and payable to PK4 by credit card in advance of the termination of your existing Term, and PK4 will automatically renew and bill your credit card on the last date of your existing term (e.g., if you purchased a quarterly license on June 1st, you will be charged for the renewal on a quarterly basis on August 31st).  This Agreement will only be valid if you provide PK4 with a valid credit card number.  
2.1.3. Non-refundable.  All fees are non-cancellable and non-refundable, in whole or in part, even if your User Account is suspended, cancelled or transferred prior to the end of your  plan.  PK4 reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior written notice to you, which notice may be provided by either a posting on the PK4 website or Email.  
2.2. Sales Tax.  You will not be charged sales tax for any fees that you pay to PK4 for use of the PK4 Technology to create Your Applications because title to the PK4 Technology does not, at any time, transfer to you.  However, in the event that a taxing authority requires PK4 to collect sales taxes from you, you agree to pay such sales taxes, at rates determined by the applicable taxing authority, to PK4 within thirty (30) days of written notice from PK4.
3. REPRESENTATIONS AND DISCLAIMER OF WARRANTY.
3.1. Representations.  Each party represents to the other that it has:  (i) the legal power and authority to enter into this Agreement; and (ii) not previously entered into any agreement or understanding which conflicts with any rights or obligations set forth in this Agreement.  
3.1.1. Your Representations.  You represent and warrant that all information provided by you in connection with your registration is accurate and reliable, that you have not falsely identified yourself nor provided any false information to gain access to the PK4 Technology and that your use of the PK4 Technology and Your Applications do not directly or indirectly infringe the legal rights of a third party.
3.1.2. PK4 Representations.  PK4 represents that it:  (i) owns the PK4 Technology; and (ii) there is no claim pending or, to PK4's knowledge, threatened against PK4 regarding ownership of the PK4 Technology or infringement by the PK4 Technology of any United States copyright, patent, trade secret or other intellectual property rights of any third party.  Your sole remedy for breach of the representation in clause (ii) of this Subsection 3.1.2 will be as specified in Section 4 of this Agreement.
3.2. Disclaimer of Warranty.  PK4 AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PK4 TECHNOLOGY OR ANY CONTENT. PK4 AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT:  (I) THE USE OF THE PK4 TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE PK4 TECHNOLOGY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR RESULT IN REVENUES OR PROFITS; (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PK4 TECHNOLOGY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (V) ERRORS OR DEFECTS WILL BE CORRECTED; OR (VI) THE PK4 TECHNOLOGY OR THE SERVER(S) THAT MAKE THE PK4 TECHNOLOGY AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PK4 TECHNOLOGY AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PK4 OR ITS LICENSORS
4. INDEMNIFICATION.
4.1. Your Defense of Claims.  You will indemnify and hold PK4, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:  (i) a claim alleging that Your Application infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you, provided in any such case that PK4:  (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release PK4 of all liability and such settlement does not affect PK4's business or the PK4 Technology); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
4.2. PK4 Defense of Claims.  PK4 will, at its expense, defend or settle any third party claim brought against you alleging that the PK4 Technology or any part thereof, when used by you within the scope of this Agreement, infringes a United States patent, copyright, trade secret or other intellectual property right of any third party ("IP Claim").  This obligation is subject to you notifying PK4 promptly in writing of the IP Claim (but in no event later than ten (10) days following your receipt of notice of such IP Claim), giving PK4 exclusive control of the defense and settlement thereof, and providing reasonable assistance and authority necessary to perform PK4's obligations hereunder, at PK4's expense.
4.3. Exclusions From Defense Obligation.  PK4 will have no duty to defend any IP Claim to the extent such IP Claim is based on:  (i) use of a superseded release of the PK4 Technology or portion thereof, if such infringement would have been avoided by the use of a current release of the PK4 Technology and PK4 timely notified you of the availability of the non-infringing release at no additional cost; (ii) the combination, operation, or use of the PK4 Technology furnished under this Agreement with programs or data not furnished by PK4 or with hardware or operating system Software other than the hardware platform and operating system with which the PK4 Technology is designed to function, if such infringement would have been avoided by the use of the PK4 Technology without such programs, data, hardware or operating system; (iii) compliance with designs, plans or specifications furnished by or on your behalf; (iv) modification or attempted modification of the PK4 Technology by anyone except PK4 or use or distribution of such modifications; or (v) your use of the PK4 Technology in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any applicable law, rule or regulation, or uses any proprietary third party content without legally binding consent of such third party.
4.4. Licensee's Obligation to Defend.  To the extent an IP Claim is excluded from PK4's defense obligation by reason of Section 4.3 above ("Excluded Claims"), you will, at your sole expense, defend or settle the Excluded Claim.  This obligation is subject to PK4 notifying you promptly in writing of the Excluded Claim (but in no event later than ten (10) days following PK4 receipt of notice of such Excluded Claim), giving you exclusive control of the defense thereof, and providing reasonable assistance and authority necessary to perform your obligations hereunder, at your expense.  PK4 will have the right to approve any settlement which is reasonably likely to materially and adversely affect other licensees of PK4.  The provisions of this Subsection 4.4 set forth your entire liability and the sole remedies of PK4 with respect to Excluded Claims.
4.5. PK4's Election to Defend.  PK4 may elect to assume control of the defense and settlement of any Excluded Claim with counsel of its choosing; provided however, that if you will not have breached its defense and settlement obligations hereunder, you will have no obligation to pay the costs and expenses of such PK4-controlled defense or any settlement, judgment, award or damages in connection with such Excluded Claim.
4.6. Remedies.  In the event that use of the PK4 Technology becomes, or in PK4's reasonable opinion is likely to become, the subject of an IP Claim other than an Excluded Claim, PK4 will, at its option and expense:  (a) obtain the continuing right to use the PK4 Technology for you; (b) modify the PK4 Technology so that it no longer infringes so long as the modified PK4 Technology retains substantially similar functionality; or (c) replace it with a product that does not infringe and has substantially similar functionality.  If none of these remedies are available on commercially reasonable terms, then PK4 may terminate the license and refund the unamortized portion of the license fees paid (if any) for the infringing PK4 Technology prorated over a sixty (60)-month period.
4.7. Entire Liability.  THE PROVISIONS OF THIS SECTION 4 SET FORTH THE ENTIRE LIABILITY AND THE SOLE REMEDIES OF THE PARTIES WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.  
5. LIMITATIONS OF LIABILITY.  
5.1. Limitations of Liability.  IN NO EVENT SHALL PK4'S LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT PK4 AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PK4 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:  (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PK4 TECHNOLOGY; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PK4 TECHNOLOGY; OR (V) ANY OTHER MATTER RELATING TO THE PK4 TECHNOLOGY.  YOU ALSO AGREE THAT PK4 WILL NOT BE LIABLE FOR ANY (A) INTERRUPTION OF BUSINESS, (B) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOUR ACCESS THROUGH THE PK4 TECHNOLOGY; (C) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) UNAUTHORIZED ACCESS TO DATA ENTERED IN, OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN, THE PK4 TECHNOLOGY OR IN ANY RESTRICTED FIELD THEREIN; OR (E) EVENTS BEYOND PK4'S REASONABLE CONTROL.
5.2. Internet Delays.  PK4'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PK4 IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
6. MODIFICATIONS.
6.1. Modifications to the PK4 Technology.  PK4 reserves the right at any time and from time to time to modify the PK4 Technology (or any part thereof) with or without notice.  Should PK4 choose to permanently discontinue the PK4 Technology, PK4:  (i) will send notification to your User Account via Email at least sixty (60) days prior to such discontinuance; and (ii) will post notification of this decision on the PK4 web site at least thirty (30) days prior to such discontinuance.  In such instance, you will be responsible for retrieving your data from the PK4 Technology during that sixty (60) day period.  You agree that PK4 will not be liable to you or to any third party for any modification, suspension or discontinuance of the PK4 Technology, or for any resulting loss or destruction of Your Applications that you place on the PK4 Technology.  PK4 may specify from time to time the version(s) of related products required in order to use the PK4 Technology (e.g. supported browser versions).
6.2. Modifications to this Agreement.  PK4 may periodically change the terms of this Agreement.  In the event PK4 modifies this Agreement, PK4 will post it to the PK4 web site and promptly thereafter, notify your User Account via Email that such posting has been made.  Your continued use of any of the PK4 Technology after such modification will constitute your acceptance of this Agreement with the new modifications. If you do not agree to any of such changes, you may terminate this Agreement and immediately cease all access and use of the PK4 Technology. You agree that such termination will be your exclusive remedy if you do not wish to abide by any changes to this Agreement. In addition, PK4 may at any time introduce separate Agreements for users in certain jurisdictions and require users in these jurisdictions to agree to the separate Agreements. PK4 may also require such users to agree that termination of the separate Agreements and cessation of all access and use of the PK4 Technology would be their exclusive remedy if they do not wish to comply with the separate Agreement.
7. TERM AND TERMINATION.
7.1. Term.  The Term of this Agreement will be effective upon registration and thereafter will continue on the basis of the TERM initially purchased by you, until terminated with notice by either party, or until terminated as specified below. The PK4 Technology is available as a quarterly, semi-annual or annual subscription.
7.2. Your Termination.  You may terminate this Agreement at any time.  
7.3. PK4's Termination.  You acknowledge and agree that PK4 in its sole discretion, may suspend or terminate your account and/or deny you access to, use of, or submission of, all or part of the PK4 Technology, without prior notice if you engage in any conduct that PK4 believes:  (i) violates the letter or spirit of any term or provision of this Agreement; (ii) violates the rights of PK4 or third parties; (iii) is otherwise inappropriate for continued access and use of the PK4 Technology; or (iv) any of your permitted business associates violate their License Agreements with PK4.  You agree that upon termination of this Agreement pursuant to this Section 7.3, PK4 may delete all files and information related to your User Account and may bar your access to your User Account and the PK4 Technology.  At your written request and expense, PK4 will provide you access to the most recent data from your User Account for retrieval purposes for a period of two (2) business days prior to deletion.  Notwithstanding the foregoing, PK4 will not provide you access to the most recent data from your User Account if PK4 believes that such data violates the rights of PK4 or third parties.  Further, you agree that PK4 will not be liable to you or any third party for any termination of your access to the PK4 Technology.  
7.4. Nonpayment and Suspension.  In addition to any other rights granted to PK4 herein, PK4 reserves the right to suspend or terminate this Agreement and your access to the PK4 Technology if your User Account becomes past due (falls into arrears).  Past due invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.  You will continue to be charged for your license(s) during any period of suspension.  If you or PK4 initiates termination of this Agreement, you will be obligated to pay the balance due on your User Account computed in accordance with the Fees section in Section 2.1 above.  You agree that PK4 may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.  PK4 reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the PK4 Technology.  You agree and acknowledge that PK4 has no obligation to retain Your Applications and that Your Applications may be irretrievably deleted if your account is thirty (30) days or more past due.
7.5. Survival.  The following provisions of this Agreement will survive the termination or expiration of this Agreement: Sections 4 (Indemnification), 5 (Limitations of Liability), 7 (Termination), 8 (Confidential Information) and 9 (General Terms).
8. CONFIDENTIAL INFORMATION.
8.1. PK4's Confidential Information.  The term "PK4's Confidential Information" will include any business, operational or technical information provided to you by PK4 hereunder that is marked or otherwise identified as confidential or proprietary, or that you know or should know is confidential or proprietary.  You acknowledge that PK4's Confidential Information contains valuable and confidential information that is proprietary to PK4 and constitutes trade secrets and unpublished copyrighted material of PK4.
8.2. Exclusions.  Confidential Information will not include any material or information that:  (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by employees of the receiving party without use or reference to the Confidential Information of the other party; (iii) is disclosed to the receiving party by a third party that, to the receiving party's knowledge, was not bound by a confidentiality obligation to the other party; or (iv) is demanded by a lawful order from any court or any body empowered to issue such an order.  Each party agrees to notify the other promptly of the receipt of any such order, and to provide the other with a copy of such order and a reasonable opportunity to seek protective measures for the information demanded.
9. GENERAL TERMS.
9.1. Local Laws and Export Control.  You acknowledge that the exportation from India of the PK4 Technology and related technical data is subject to compliance with Indian export laws and the regulations of any Indian government agency, which restrict exports, re-exports and release of Indian origin products and their related technical data.  You agree to commit no act which, directly or indirectly, would violate any Indian law, regulation or treaty, or any other international treaty or agreement, relating to the export, re-export or release of any of the products or associated technical data to which India adheres or with which India complies.  PK4 and its licensors make no representation that the PK4 Technology is appropriate or available for use in other locations.  If you use the PK4 Technology from outside the United States, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.  Any diversion of the Your Application contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited.  
9.2. Notices.  PK4 may give notice by means of a general notice on the PK4 Technology website, electronic mail to your Email address on record in your User Account information, or by written communication sent by first class mail or pre-paid post to your address on record in your User Account information.  Such notice will be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to PK4 at any time by any of the following:  letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to PK4's addresses on its website.
9.3. Assignment.  This Agreement may not be assigned by you without the prior written approval of PK4 but may be assigned without your consent by PK4 to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.  Any purported assignment in violation of this section will be void.  
9.4. Governing Law; Venue.  This Agreement will be governed by and construed in accordance with the laws of India without regard to any contrary conflicts of law principles.  All legal actions arising under this Agreement will be initiated and maintained in federal courts in India.  Both parties hereby irrevocably consent to such jurisdiction and venue.
9.5. Attorneys' Fees and Costs.  The prevailing party in any legal action or arbitration relating to this Agreement will be entitled to recover its attorneys' fees and litigation costs and expenses incurred in connection with such action or arbitration as part of the same proceeding.
9.6. Arbitration.  The parties hereto irrevocably agree that any and all controversies, directly or indirectly related to this Agreement, will be submitted to final and binding arbitration before an arbitrator in Bangalore, India as per the laws of the Republic of India.
9.7. Severability.  In the event that any provision of this Agreement is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect.
9.8. Entire Agreement; Amendments.  This Agreement constitutes the complete agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein.  No modification of this Agreement will be effective unless contained in writing and signed by an authorized representative of each party.  Notwithstanding applicable law, electronic communications will not be deemed signed writings.  
9.9. Waiver.  The failure of a party to prosecute its rights with respect to a breach hereunder will not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
9.10. Statute of Limitations.  Any claim, demand or cause of action relating to this Agreement will be deemed barred and forever waived if legal action or arbitration is not commenced with respect to such claim, demand or cause of action within two (2) years after the aggrieved party first acquires actual notice of such claim, demand or cause of action.  
9.11. IP Claims.	Any dispute, controversy or claim arising under, out of or relating to intellectual property rights of PK4 as set forth in subsection 1.4 of this agreement shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules.  The arbitral tribunal shall consist of a sole arbitrator.  The place of arbitration shall be in India.  The language to be used in the arbitral proceedings shall be in English.  The dispute, controversy of claim shall be decided in accordance with the law of India where appropriate.

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