Zorayu EULA

1.1. Contractual Formation: This End User License Agreement governs your acquisition, evaluation, deployment, and ongoing operational use of all software applications, binaries, packages, runtime environments, updates, and accompanying documentation distributed by Zorayu.

1.2. Modes of Assent: You assent to and agree to be bound by this Agreement upon the earliest of: (a) checking a box, clicking an acceptance button, or completing setup during installation or first-run initialization; (b) purchasing, requesting, or applying a license key, activation token, or credentials; (c) executing, launching, or integrating the Software or its application programming interfaces (APIs); or (d) retaining the installed Software on any computer, virtual workstation, server, or cloud instance.

1.3. Canonical Reference Link: This document represents the official, canonical version of the Zorayu EULA. All desktop software, mobile applications, installers, online checkout portals, and store packages link directly to this document via the permanent endpoint https://www.zorayu.com/eula.

Throughout this Agreement, the following capitalized terms have the meanings set forth below:

• "Software": Any proprietary computer program, desktop application, mobile application, on-premise server binary, cloud module, API, script, dynamic link library (.dll), installer package, firmware, and associated components developed or supplied by Zorayu.
• "Documentation": All official user manuals, release notes, administration guides, setup instructions, and technical specifications published by Zorayu in electronic or printed form.
• "Order Form": Any official purchase agreement, web checkout receipt, invoice, quotation, or ordering document executed between Licensee and Licensor specifying the licensed tier, seat quota, term, and applicable fees.
• "License Key" or "Activation Token": A server-issued, cryptographically signed alphanumeric string, certificate file, or cryptographic key utilized to activate, validate, and unlock licensed capabilities on an Authorized Device.
• "Authorized Device" or "Designated Machine": A distinct physical computer workstation, server, virtual machine, or mobile device meeting technical prerequisites, identified and bound to a valid seat via a cryptographic Machine Hash.
• "Customer Data": All proprietary records, clinical or medical notes, patient health information, financial ledgers, transactional invoices, diagnostic files, and operational database contents created, imported, or managed by Licensee through the Software.
• "Updates": Maintenance patches, bug fixes, security enhancements, and minor functional improvements made generally available by Zorayu during an active subscription or maintenance period.

3.1. Universal Applicability: This EULA applies comprehensively and uniformly to all software applications, tools, modules, and digital services published or distributed by Zorayu, whether delivered via digital download, application store package, physical media, local installer, or cloud service connection.

3.2. Component Inclusions: Unless superseded by an explicit enterprise master services agreement signed in writing by an authorized director of Zorayu, all companion tools, background services, daemon processes, command-line interfaces, and offline verification modules bundled with the Software are governed exclusively by this Agreement.

4.1. Grant of License: Subject to the terms of this Agreement and timely payment of applicable fees as established in the relevant Order Form, Licensor grants Licensee a non-exclusive, non-sublicensable, non-transferable (except as provided in Section 8), revocable commercial license to install, execute, and utilize the Software solely in accordance with the acquired licensing tier.

4.2. Licensing Tiers: The Software may be provisioned under one or more of the following standard licensing structures:

5.1. Trial Transparency: Where offered, an evaluation trial permits testing of the Software's premium capabilities for the designated evaluation duration (e.g., seven (7) calendar days or as otherwise specified).

5.2. One Trial Per Device: Evaluation trials are provisioned once per unique hardware profile. Modifying system clocks, resetting hardware identities, or performing sequential reinstallations to bypass trial limitations is strictly prohibited.

6.1. Asymmetric Cryptographic Verification: Software activations are validated using industry-standard asymmetric public-key cryptography. The Software verifies cryptographically signed license tokens issued by Licensor's activation authority without necessitating continuous internet connectivity.

6.2. Hardware Machine Hash: For node-locked commercial tiers, the software generates a privacy-preserving, one-way cryptographic hash derived from immutable hardware components (e.g. processor and mainboard identifiers). The Machine Hash contains zero personal or clinical data and cannot be reverse-engineered into physical hardware identities.

6.3. Air-Gapped & High-Security Environments: For installations operating in isolated, secure, or air-gapped network environments, Licensor provides offline activation key provisioning, enabling complete license verification without internet access.

7.1. Presentation & Engine Enforcement: The Software incorporates dual-layer feature gating: (a) presentation-layer controls reflecting licensed tier features in the user interface; and (b) core computing engine enforcement validating authorization tokens prior to executing premium computing workflows.

7.2. Prohibition of Circumvention: Any attempt to circumvent, patch, hook, or simulate engine-level authorization checks via inter-process communication (IPC), command-line arguments, API manipulation, or binary patching constitutes a material violation of this Agreement.

8.1. Workstation Migration Right: Licensee may reallocate an active seat from an old workstation to a replacement machine in the event of hardware upgrades, system maintenance, or equipment retirement.

8.2. Deactivation Requirement: Reallocation requires prior deactivation of the seat on the existing workstation via the in-product licensing settings or through the online licensing management portal, ensuring the total number of concurrent active seats does not exceed the licensed quota.

8.3. Fair-Use Safeguards: Transfers must reflect legitimate hardware replacement cycles. Rapid, automated, or concurrent multi-machine activations designed to share single-seat licenses across multiple users are strictly prohibited.

9.1. Authorized Installations: Licensee may install and operate the Software solely on hardware environments owned, leased, or controlled by Licensee, up to the authorized seat quota.

9.2. Disaster Recovery Backups: Licensee has the express legal right to create a reasonable number of archival, cold-standby, and disaster recovery backup copies of Software installers and databases, provided such backups are retained solely for emergency restoration and are not executed in parallel with production seats.

9.3. Virtual Desktop & Terminal Services: Deployment across terminal servers, virtual desktop infrastructure (VDI), or application virtualization environments requires licensing covering the maximum concurrent users accessing the environment.

Except as expressly permitted by mandatory statutory law, Licensee shall NOT:

• Reverse Engineer: Decompile, disassemble, reverse engineer, or attempt to derive the human-readable source code, internal structures, or proprietary algorithms of the Software.
• Modify or Crack: Modify, alter, patch, translate, or create derivative works of the Software or any of its libraries or binaries.
• Circumvent Controls: Bypass, disable, decrypt, or tamper with any digital rights management (DRM), cryptographic signature validation, or monotonic clock tracking routines.
• Redistribute or Resell: Rent, lease, sublicense, distribute, assign, timeshare, or commercially host the Software as a service bureau for third parties without an authorized written Managed Service Provider (MSP) agreement.
• Generate Unauthorized Keys: Create, distribute, publish, or use key generators, cracked activation payloads, or simulated server responders.
• Remove Proprietary Notices: Remove, alter, or obscure any copyright, trademark, patent, or confidentiality notices affixed to or embedded in the Software.

11.1. Integrity & Monotonic Time Tracking: The Software incorporates tamper-evident execution safeguards and monotonic time verification to protect against unauthorized binary patching and system clock rollbacks.

11.2. Tamper Detection Response: If deliberate binary tampering or system clock manipulation is detected, the Software may suspend premium features pending cryptographic verification. Customer databases, clinical records, and local document files remain fully intact and undamaged.

12.1. Licensor Ownership: Zorayu Private Limited retains all right, title, interest, and intellectual property rights in and to the Software, documentation, design systems, algorithms, source code, logos, and trademarks. The Software is licensed, not sold.

12.2. No Implied Grants: No rights or licenses are granted to Licensee by implication, estoppel, or otherwise, except for the express, limited licenses explicitly detailed in this Agreement.

13.1. Local On-Premise Data Isolation: For on-premise, desktop, or local server installations, all Customer Data resides strictly within Licensee's designated hardware or local network perimeter. Licensor does NOT collect, inspect, harvest, or transmit Customer Data to any external servers.

13.2. Statutory Regulatory Compliance: The Software is architected to facilitate Licensee's compliance with applicable statutory privacy and data protection frameworks, including the Digital Personal Data Protection Act, 2023 (DPDP Act, India), the General Data Protection Regulation (GDPR), and international health information security standards where applicable.

14.1. Permitted Telemetry Scope: During online license activation or periodic license refresh, the Software transmits minimal technical metadata strictly necessary to verify seat authenticity: (a) non-reversible Machine Hash; (b) License Key and edition identifier; (c) Software version string; and (d) operating system platform.

14.2. Zero Customer Data Collection: Licensing telemetry NEVER transmits customer business files, database contents, clinical records, names, financial documents, or personal credentials.

15.1. Pricing & Terms: Fees for commercial licenses, renewals, and professional services are established in the applicable Order Form, invoice, or official checkout schedule active at the time of procurement.

15.2. Mandatory Delivery Email: To ensure prompt electronic delivery of cryptographic license tokens, activation keys, and statutory tax invoices, provision of a valid, verifiable customer email address is mandatory across all checkout and ordering workflows.

15.3. Statutory Taxes & GST: All fees are exclusive of applicable indirect taxes. Transactions within the Republic of India are subject to statutory Goods and Services Tax (GST) in accordance with applicable tax codes. Indian business customers submitting a verified GSTIN receive statutory tax invoices eligible for Input Tax Credit (ITC). International customers are responsible for local import, withholding, or value-added taxes applicable in their jurisdiction.

16.1. Instant Electronic Delivery: Software and license credentials are provided exclusively via electronic digital fulfillment, comprising downloadable software packages, server-signed activation keys, and setup instructions.

16.2. Evaluation Prior to Purchase: Because Licensor makes available comprehensive evaluation trials enabling customers to thoroughly test software functionality, performance, and hardware compatibility prior to commercial licensing, commercial license fees are generally non-refundable once an activation key has been issued and applied.

16.3. Defect Remedy: If Licensee encounters an irrecoverable technical defect preventing software operation that is reported to and verified by Zorayu technical support within fourteen (14) calendar days of initial purchase, Licensor will, as Licensee's sole and exclusive remedy, either provide a functional resolution or issue a full refund of the applicable fee.

17.1. Maintenance During Active Term: Customers maintaining an active commercial subscription or maintenance agreement are entitled to receive maintenance updates, security patches, and regulatory compliance adjustments released during their term.

17.2. Major Upgrades & Support Scope: Major version releases introducing substantial new capabilities may be subject to separate upgrade pricing as specified in the relevant Order Form. Standard technical support is provided electronically via designated ticketing and support channels during standard business hours.

18.1. "AS-IS" Warranty Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, DOCUMENTATION, AND CLOUD SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

18.2. Consequential Damages Waiver: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZORAYU PRIVATE LIMITED, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS, REVENUE, GOODWILL, WORK STOPPAGE, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.3. Aggregate Liability Cap: IN ALL EVENTS, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SPECIFIC SOFTWARE LICENSE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

18.4. Governing Law: This Agreement, its interpretation, and all disputes arising hereunder shall be governed by, construed, and enforced in accordance with the substantive laws of the Republic of India, without regard to conflict of law principles.

18.5. Jurisdiction: Subject to the arbitration clause below, the competent Courts situated in New Delhi / West Delhi, India shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement.

18.6. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, breach, or termination, shall be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 of India. The arbitration tribunal shall consist of a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be New Delhi, India, and proceedings shall be conducted in English.

18.7. Severability & Entire Agreement: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. This EULA, together with any applicable Order Form, constitutes the entire agreement between the parties concerning the Software.