Software License Agreement

Notice:

THIS TECHNORIVER SOFTWARE (TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION, THE "SOFTWARE") IS THE PROPERTY OF TECHNORIVER PTE LTD ("TECHNORIVER"). THE SOFTWARE IS MADE AVAILABLE TO YOU, THE ORIGINAL PURCHASER, SUBJECT TO THE FOLLOWING LICENSE AGREEMENT ("LICENSE"). PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "LICENSE.TXT" FILE PROVIDED WITH THE SOFTWARE.

TechnoRiver is only willing to grant you this License if you obtained the SOFTWARE from TechnoRiver or a TehnoRiver authorized reseller. If you obtained the SOFTWARE from any other source you may not install or use the SOFTWARE.

TechnoRiver License Agreement

1. Ownership The Software is proprietary to TechnoRiver. The Software is licensed, not sold, to you notwithstanding any reference herein to "purchases." You acknowledge and agree that: the Software is protected under U.S. copyright and other laws; TechnoRiver and its licensors retain all copyrights and other intellectual property rights in the Software; there are no implied licenses under this License, and any rights not expressly granted to you hereunder are reserved by TechnoRiver; you acquire no ownership or other interest (other than your license rights) in or to the Software; and TechnoRiver owns all copies of the Software, however made. You agree that you will not, at any time, contest anywhere in the world TechnoRiver's ownership of the Software, nor will you challenge the validity of TechnoRiver's rights in the Software. You have no rights hereunder to use any trademark or service mark belonging to TechnoRiver.

2. License Grants

Depending on the below stated license types the assignment of a software key grants the licensee the use of the software as described below:

Single License (or Workstation license) for installation and using the software on exactly one computer. The use over a network (LAN/WAN) for several users including http-based applications is explicitly excluded.

Site license with the permission to use the software on several (or all) computers within the site of the company (location or subsidiary), but only for the mentioned postal address,

World license for use of the software on several (or all) computers within several (or all) of the company locations of the licensee (e.g. of an enterprise operating worldwide),

Technoriver exclusively manufactured the software. Any rights to the software other than the above stated license conditions remain undiminished for Technoriver or their suppliers; the Licensee acquires no rights of any kind to the software.

(a) You may make a reasonable number of copies of the Software to backup devices such as hard disks, optical media, or tape and one (1) physical CD media backup copy of the Software solely to replace the original copy provided to you if the original copy is damaged or destroyed. All rights not specifically granted to you herein are retained by TechnoRiver.

3. License Restrictions

(a) You may not sell, rent, lease, or sublicense all or any portion of the Software. You may not make or distribute copies of the Software. You may, however, transfer all your rights to Use The Software to another person or legal entity provided that you also transfer each this Agreement and retain no copies and the receiving party accepts this Agreement. In the event that you fail to comply with this Agreement, TechnoRiver may terminate the license and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this Agreement surviving any such termination).

(b) Development Restrictions v You are not allowed to use the software to build or redistribute other software components (for example DLL's, OCX, VBX, Beans, EXE's...) if their chief purpose is comparable to the chief purpose of the product (so called wrapping or re-wrapping).

It is forbidden to modify, to disassemble, to reverse engineer, to change or to patch the software or files shipped with the software.

4. Intellectual Property Rights

The software and any copies of the software are the intellectual property of TechnoRiver. You may not alter, merge, modify, decompile, reverse engineer, or disassemble the Software. You may not modify the Software or create derivative works based upon the Software. The software is protected by the US and international copyright laws.

5. EXCLUSION OF ALL DAMAGES

IN NO EVENT WILL TECHNORIVER BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE SOFTWARE, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF TECHNORIVER KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TECHNORIVER'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS LICENSE OR THE SOFTWARE, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE. THIS SECTION 5 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

6. WARRANTY DISCLAIMER

TECHNORIVER AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TECHNORIVER DOES NOT WARRANT THAT THE SOFTWARE IS FLAWLESS OR WILL OPERATE WITHOUT INTERRUPTION. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS. TECHNORIVER SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

8. LIMITATION AND RELEASE OF LIABILITY

The Software is provided to you on 'as-is' basis, and TechnoRiver has included in this Agreement terms that disclaim all warranties and liability for the Software. To the full extent allowed by law, YOU HEREBY RELEASE TECHNORIVER AND ITS SUPPLIERS FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE SOFTWARE OR ITS USE. If you do not wish to accept the Software under the terms of this Agreement, do not install the Software.

9. Entire License; Severability

This License constitutes the entire, final and exclusive agreement between you and TechnoRiver regarding the specific license transaction described herein. If any provision of this License is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this License will remain in full force and effect.

10. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND

This Software and the documentation are provided with "RESTRICTED RIGHTS". Without limiting the foregoing, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii)(OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable.

Manufacturer: TechnoRiver Private Limited

11. General

If you acquired the Software in the United States of America, this Agreement shall be governed by the internal laws of the State of California. If you acquired this Software outside of the United States of America, then local law may apply. No TechnoRiver dealer, agent or employee is authorized to make any amendment to this Agreement.

All questions concerning this Agreement shall be directed to:

TechnoRiver Private Limited

Attn: General Counsel

Email : legal@technoriversoft.com