License Agreement

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Activeprism End-User License Agreement

This End-User License Agreement (this 'Agreement') is a legal contract between you, as either an individual or a single business entity, and ACTIVEPRISM and its affiliates ('ACTIVEPRISM').

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING ACTIVEPRISM'S PROPRIETARY SOFTWARE (the 'Software') OR OBTAINING A LICENSE KEY TO THE SOFTWARE OR USING THE SOFTWARE.

THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING THE SOFTWARE OR OBTAINING A LICENSE KEY TO THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD DELETE THE SOFTWARE, AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND ACTIVEPRISM CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH ACTIVEPRISM RELATING TO THE SOFTWARE.

1. License

1.1. Grant of License. ACTIVEPRISM hereby grants to you, and you accept, a limited, nonexclusive license to use the Software in machine-readable, object code form only, and the user manuals accompanying the Software (the 'Documentation'), only as authorized in this Agreement. For purposes of this Agreement, the 'Software' includes any updates, enhancements, modifications, revisions, or additions to the Software made by ACTIVEPRISM and made available to end-users through ACTIVEPRISM's web site. Notwithstanding the foregoing, ACTIVEPRISM shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.

Provided all other terms and conditions are upheld within this Agreement, you are specifically granted the non-exclusive right to (a) use the Software for the purpose of licensing and monitoring derivative works, including the compilation ("compiling") of subsequent Code, related data, or information, (b) make copies of the derivative works thereof, (c) install the derivative works thereof on additional computing devices, provided you bear full responsibility for the derivative work, and any maintenance and/or support of the derivative work and/or derivative works thereof and (d) pass this Agreement on whenever you distribute derivative works.

1.2. Scope of Use. You may use one copy of the Software activated by a license key on a single server (virtual or physical) owned, leased, or otherwise controlled by you, at a single time. If you have multiple license keys for the Software, you may make and use as many copies of the Software as you have license keys. For purposes of this Agreement, 'use' of the software means loading the Software into the temporary or permanent memory of a computer. Installation of the Software on a network server solely for distribution to other computers is not 'use' of the Software, and is permitted, as long as you have a license key for each server (virtual or physical) to which the Software is distributed. The Software may not be used on or distributed to a greater number of computers than you have license keys. If you use or distribute the Software to multiple users, you must ensure that the number of users does not exceed the number of license keys you have obtained, or you will be in breach of this Agreement.

1.3. Copies and Modifications. You may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any license keys you have obtained. You may not modify or adapt the Software or any license keys that you have obtained in any way. You may make one copy of the Software, the Documentation, and any license keys that you have obtained, solely for backup or archival purposes. Any such copies of the Software, Documentation, or license keys shall include any copyright or other proprietary notices that were included on such materials when you first received them. Except as authorized in this Section, no copies of the Software, Documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control. You may not delete, remove, hide, move or alter any icon, image or text that represents the product name or company name. All representations to the company name "ACTIVEPRISM" must remain as originally distributed regardless of the presence or absence of a trademark or copyright symbol.

1.4. Assignment of Rights. You will not sublicense, lease, rent, or lend your rights in the Software, Documentation, or license keys, as granted by this Agreement, with any third party without prior written consent of ACTIVEPRISM.

Intellectual Property and Confidentiality

2.1. Use Reporting, License Violations and Remedies. ACTIVEPRISM reserves the right to gather data on usage including license key numbers, server IP addresses, software version numbers and other information deemed relevant, to ensure that our products are being used in accordance with the terms of this End-User License Agreement. ACTIVEPRISM expressly prohibits simultaneous, multiple installations of our licensed products without prior written approval. Any unauthorized use shall be considered by ACTIVEPRISM to be a violation of the End-User License Agreement. ACTIVEPRISM reserves the right to remedy violations immediately upon discovery, by preventing further communication with your server(s), or by any other means necessary. You agree not to block, electronically or otherwise, the transmission of data required for compliance of this Agreement. Any blocking of data required for compliance under this Agreement is considered to be violation of this Agreement and will result in immediate termination of this Agreement.

2.2. License Activation. Our Software may need to be activated through the use of the Internet when our Software is launched. Once activated, our Software may routinely check your license against our license server whenever our Software is used. Any blocking of data required for compliance under this Agreement is considered to be violation of this Agreement and will result in immediate termination of this Agreement.

2.3. License Expiration. Your license may include an expiration date that can result in the termination of the license. If your license key is stolen, or if you suspect any improper or illegal usage of your license outside of your control you should promptly notify ACTIVEPRISM of such occurrence. A replacement license may or may not be issued to you, and it is subject to the discretion of ACTIVEPRISM, and the suspect license will be allowed to expire. It is your responsibility to contact ACTIVEPRISM regarding any potential expiration that you deem inappropriate. ACTIVEPRISM is not liable for any damages or costs incurred in connection with the expiring licenses.

2.4. Proprietary Rights to Software and Trademarks. You acknowledge that the Software and the Documentation are proprietary to ACTIVEPRISM, and the Software and Documentation are protected under Indian copyright law and international treaties. You further acknowledge and agree that, as between you and ACTIVEPRISM, ACTIVEPRISM owns and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any ownership interest in or to the Software or the Documentation, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Any and all trademarks or service marks that ACTIVEPRISM uses in connection with the Software or with services rendered by ACTIVEPRISM are marks owned by ACTIVEPRISM. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

2.5. Confidentiality. You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. Except as expressly authorized by this Agreement, you shall not make available the Software, Documentation, or any license key to any third party. You will use your best efforts to cooperate with and assist ACTIVEPRISM in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.

2.6. Evaluation Licenses. In the event you obtained a trial or evaluation version of the Software, it will come with a trial activation key that activates the Software for a limited time period (the "Trial Period"). You may use the Software during the Trial Period for internal noncommercial purposes, solely to evaluate the suitability of the Software for your needs. Upon the expiration of the Trial Period you must either purchase an activation key or destroy the Software, Documentation, all backup copies thereof, and all trial activation keys that you have obtained. If you do not purchase an activation key prior to the expiration of the Trial Period, this Agreement, and all your rights and licenses hereunder will terminate at the expiration of the Trial Period.

License Fees

3.1 The Software will be available to you for use upon your receipt of one or more license keys. Upon acceptance of this Agreement, you may obtain one or more license keys by paying the requisite license fees, using the procedure set forth on ACTIVEPRISM's web site. The license fees paid by you are paid in consideration of the license granted under this Agreement. ACTIVEPRISM does not refund license fees. By accepting this agreement you fully understand that once license fee payment is made to ACTIVEPRISM you will have no recourse for receiving a refund of any part of the fees.

3.2 Evaluation license keys may be provided during an evaluation period. Evaluation license keys may expire and may require payment of requisite license fees. Evaluation license keys are subject to the same restrictions set forth in this Agreement.

4. Term and Termination

This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until terminated. Without prejudice to any other rights, this Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. You may terminate this License Agreement at any time by: (i) providing written notice of your decision to terminate the Agreement to ACTIVEPRISM and (ii) either returning the Software, Documentation, all copies thereof, and all license keys that you have obtained to ACTIVEPRISM or destroying all such materials and providing written verification of such destruction to ACTIVEPRISM. ACTIVEPRISM may terminate this License Agreement if you breach any term of the Agreement by giving you written notice of your breach and ACTIVEPRISM's decision to terminate the Agreement. Upon termination of the Agreement by ACTIVEPRISM, you agree to either return to ACTIVEPRISM the Software, Documentation, all copies thereof, and all license keys that you have obtained, or to destroy all such materials and provide written verification of such destruction to ACTIVEPRISM.

Remedies, Indemnification

5.1. If you learn of any actual or threatened infringement or piracy of the Software, or if any infringement or piracy claim is made against you by a party other than ACTIVEPRISM in connection with your use of the Software, you shall notify ACTIVEPRISM in writing of the infringement, piracy or claim as soon as is reasonably possible. ACTIVEPRISM shall in its sole discretion determine what action if any to take with respect to the foregoing and shall assume the defense or and bear the expenses of any such action (except to the extent, if any, to which such dispute or costs arise from your negligence, willful misconduct or modification of the Software). In the event that the use of the Software in accordance with the provisions of this Agreement is declared by a court of competent jurisdiction to infringe the rights of any third party, as your sole remedy, ACTIVEPRISM at its option shall (i) procure for you the right to use the Software, or (ii) modify the Software to render it non-infringing.

5.2. You will, at your own expense, indemnify and hold ACTIVEPRISM, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys' fees (collectively, 'Claims'), arising out of any use of the Software by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.

Disclaimer

THE SOFTWARE AND DOCUMENTATION ARE LICENSED 'AS IS', AND ACTIVEPRISM DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, ACTIVEPRISM EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

7. Limitation of Liability

ACTIVEPRISM'S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ACTIVEPRISM'S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS, SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID TO ACTIVEPRISM BY YOU UNDER THIS AGREEMENT, BUT IN NO EVENT SUCH LIABILITY SHALL EXCEED US$0.01 IN THE AGGREGATE FOR ALL OCCURANCES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL ACTIVEPRISM BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF ACTIVEPRISM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

General Terms

8.1. Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of India, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or provincial courts situated at Chennai, Republic of India. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.

8.2. Severability. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.

8.3. Survival. Articles 2, 5, 6, 7, and 8 of this Agreement and all Sections thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding indefinitely.

8.4. Headings. The Article and Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

8.5. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

8.6. Amendment. ACTIVEPRISM reserves the right, in its sole discretion, to amend this Agreement from time to time. If you do not accept amendments made to this agreement, then this license will be immediately terminated pursuant to Section 4.

8.7. Taxes. You shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of ACTIVEPRISM. You shall reimburse ACTIVEPRISM for the amount of any such taxes or duties paid or incurred directly by ACTIVEPRISM as a result of this transaction.

9. Restricted Rights

ACTIVEPRISM Technologies reserves the right, without notice, to make changes in product design or specifications.