Software License Agreement

PRODUCT AGREEMENT

BY AGREEING, ACCESSING, DOWNLOADING, INSTALLING, UPLOADING, COPYING OR USING THE NMATRIX SOFTWARE (“SOFTWARE”) AND ANY THIRD PARTY SOFTWARE PROVIDED FOR USE WITH THE SOFWARE, YOU CONCLUDE AND AGREE TO THIS PRODUCT SELLING AGREEMENT (“AGREEMENT”) IN A LEGALLY BINDING MATTER WITH NMATRIX CONSULTING SERVICES PTE., BLK 52, #03-15, KENT ROAD, SINGAPORE, SG 210052 (“NMATRIX”). IF YOU HAVE SPECIFIED IN CONNECTION WITH THE REGISTRATION PROCESS FOR THIS SOFTWARE PROGRAM THAT YOU ARE ACTING ON BEHALF OF A LEGAL ENTITY, COMPANY OR OTHER ORGANIZATION, YOU REPRESENT THAT YOU ARE AUTHORIZED TO LEGALLY BIND SUCH LEGAL ENTITY, COMPANY OR ORGANIZATION AND THAT YOU CONCLUDE THE AGREEMENT ON BEHALF OF SUCH LEGAL ENTITY, COMPANY OR ORGANIZATION. IN THE FOLLOWING TERMS, “YOU” AND “LICENSEE” SHALL REFER, JOINTLY AND SEVERALLY, TO YOU INDIVIDUALLY AND ANY LEGAL ENTITY, COMPANY OR ORGANIZATION ON WHOSE BEHALF YOU ACT. FURTHER YOU REPRESENT THAT YOU AND/OR YOUR LEGAL ENTITY, COMPANY OR ORGANIZATION ARE NOT A COMPETITOR OF NMATRIX AND DO NOT INTEND TO MARKET OR SELL, AND ARE NOT PLANNING TO MARKET OR SELL, A PRODUCT THAT COMPETES WITH THE SOFTWARE. WITHOUT LIMITING ANY OTHER RIGHTS OR REMEDIES TO WHICH NMATRIX MAY BE ENTITLED, WHETHER UNDER THIS AGREEMENT, AT LAW, OR IN EQUITY, NMATRIX RESERVES THE RIGHT TO IMMEDIATELY TERMINATE YOUR INSTALLATION, ACCESS AND/OR USE OF THE SOFTWARE IN THE EVENT OF THE BREACH OF THE FOREGOING SENTENCE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN DO *NOT* AGREE, ACCESS, DOWNLOAD, INSTALL, UPLOAD, COPY OR USE THE SOFTWARE.

1. SCOPE AND KEY TERMS. This Agreement will govern your use of the Software. The rights granted to the Software are expressly conditioned upon acceptance of the terms and conditions of this Agreement by the legal entity, company, organization or person acquiring the license and, if applicable, responsible for payment. If you are using the Software as an employee, the legal entity, company or organization that employs you is the "licensee." You are binding your employer, and yourself personally as an employee, to the terms and conditions of this Agreement by accessing, downloading, installing, uploading and using the Software. References below to "you" or "your" refer to the licensee of the Software. NMatrix is the "licensor," regardless of whether you received the Software from NMATRIX directly or an authorized distributor.

1.1 "Authorized User" means any person or entity including its employees or authorized contractors (a) whose duties require access to or use of the Software or Confidential Information for the benefit of that party; and (b) whose legal obligations to protect confidential and proprietary information require protection of the Software and Confidential Information to at least the same extent as set out in this Agreement.

1.2 "Software" means the MMS software product provided by NMATRIX and (a) all related documentation, and (b) any authorization keys and passwords that NMATRIX may deliver to you from time to time in order for you to operate and use such Software pursuant to the terms and conditions of this Agreement.






2. LICENSE

2.1 Limited Rights. Subject to your compliance with the terms and conditions of this Agreement, NMatrix grants you a non-exclusive, revocable, royalty-free and non-transferable license during the Evaluation Period to use and operate the Software solely for evaluation purposes.

2.2 Conditions. The Software is the proprietary information of NMatrix or its licensors who retain exclusive title to their intellectual property rights in the Software. Your rights to the Software are limited to those expressly granted above and NMatrix and/or its licensors reserve all rights not expressly granted in this Agreement. The rights granted to you above are conditional upon your compliance with the following obligations:
a. You will not copy the Software or documentation, in whole or in part, except as expressly authorized in this Agreement.
b. You will not sell, resell, distribute, transfer, assign, lease, lend, sublicense or rent the Software or documentation, or make the functionality of the Software available to other party through any means, including, without limitation, by uploading the Software to a network, or file-sharing service or through any hosting, application services provider, service bureau, time-sharing or other type of services, except as expressly authorized in this Agreement.
c. You will not use the Software to perform any competitive evaluation of the Software.
d. You will not disassemble, decompile, reverse engineer, modify or create derivative works of the Software or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law.
e. You will not allow the Software to be accessed or used by anyone other than your Authorized Users, and will not display the Software's user interfaces to, anyone other than the Authorized Users, without NMatrix's prior express written consent.
f. You will not disclose to any third party any comparison of the results of operation of the Software with other products.
g. You will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Software as delivered by NMatrix. You will reproduce such notices on all copies you are authorized to make of the Software.
h. You will not run or operate the Software or try to access the results upon termination of this Agreement.
i. Upon expiration of the Trial Period, you will delete from your systems all copies of the Software in all forms and types of media.
j. If you are acting on behalf of your employer, you shall ensure that your employer and other employees with whom you share information about the Software and results all comply with the obligations set out in this Agreement.
2.3 Pre-Release Software. Where the Software provided hereunder is not generally available, you acknowledge that: (a) the Software may not be an official product and may not have been commercially released by NMatrix; (b) the Software may not be in final form or fully functional and may contain errors, design flaws or other problems; (c) it may not be possible to make the Software fully functional; (d) use of the Software may result in unexpected results, loss of data, project delays or other unpredictable damage or loss; and (e) NMatrix is under no obligation to release a commercial version of the Software and has the right to abandon development of the Software at any time and without liability to you.
2.4 Special Terms for Third Party Software. The Software may contain open source or community source software ("Open Source Software") provided under separate license terms (the "Open Source License Terms"). The applicable Open Source License Terms are identified in a directory named "Licenses" provided with the delivery of the Software. Your use of the Open Source Software in conjunction with the Software in a manner consistent with the terms of this Agreement is permitted, however, you may have broader rights under the applicable Open Source License Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Open Source Software.
2.5 Feedback and Analytics. You may choose to, but are not required to, provide suggestions, data, feedback and other information to NMatrix, its subcontractors or authorized distributors regarding possible improvements in the operation, functionality or use of NMatrix’s software products. You hereby grant to NMatrix and its subcontractors and authorized distributors, without charge, the right to use, distribute, copy, modify and create derivative works of any such suggestions, data, feedback and information solely for the purpose of improving the operation, functionality or use of its existing and future product offerings and commercializing such offerings.

2.6 Third Party Software. To continue using any third party software provided for use with the Software beyond the Trial Period, you must have a valid license for all third party software (including related documentation) (collectively, the "Third Party Software") you wish to run. The terms of your existing license and support agreement(s) with each licensor of such Third Party Software continues to apply to your use of any and all such Third Party Software; and you must follow the then current policies for use and licensing of such Third Party Software.

3. CONFIDENTIALITY
3.1 Confidential Information. "Confidential Information" means: regardless of whether such information is marked or otherwise identified in writing as confidential, (a) each party's software products, in byte code or source code form; (b) any authorization keys and passwords delivered in order to operate such products; (c) documentation, product road maps and development plans, and product pricing information; and (d) any business, technical or training information of a party.
3.2 Exclusions. The obligations in Section 3.3 will not apply to the extent any information: (a) is or becomes generally known or available to the public through no fault of or breach of this Agreement by the receiving party ("Receiving Party"); (b) was rightfully in the Receiving Party’s possession at the time of disclosure, without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the disclosing party's (“Disclosing Party”) Confidential Information and without breach of this Agreement; or (d) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure. The existence of this Agreement and the nature of the business relationship between the parties are not considered Confidential Information.
3.3 Use and Disclosure Restrictions. Receiving Party will: (a) not use the Disclosing Party's Confidential Information except as necessary to exercise the rights granted under this Agreement or to evaluate opportunities to license additional Software from NMatrix pursuant to the Agreement; (b) not disclose such Confidential Information to any third party other than to its employees or Authorized Users. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party; (c) as required under applicable securities regulations; or (d) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.

5. LIMITATION OF LIABILITY. IN NO EVENT WILL NMATRIX OR ITS LICENSORS BE LIABLE TO YOU, YOUR EMPLOYER, LICENSEE OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NMATRIX’S OR ITS LICENSORS’ LIABILITY UNDER THIS AGREEMENT EXCEED $1,000. You may have other rights under applicable mandatory local laws. This Agreement does not change your rights under applicable mandatory local laws if such laws do not permit it to do so.

6. TERMINATION.
6.1 Term and Termination. The term of this Agreement shall remain in force during the Evaluation Period, unless terminated earlier pursuant to this Section 6.1. Either party may terminate this Agreement for any reason by providing written notice to the other party. .

6.2 Survival. Sections 1, 2.2, 3, 4, 5, 6 and 7 will survive the termination of this Agreement.

7. GENERAL
7.1 Export Control. You will comply fully with the U.S. Export Administration Regulations, and any export laws, restrictions and regulations, including those of the United States and the member states of the European Union, to ensure that ensure that the Software (software, any technical data related thereto and any direct product thereof) is not exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by such laws and regulations. You will, at NMATRIX's request, demonstrate compliance with all such applicable export laws, restrictions, and regulations.
7.2 Compliance with Laws. You will be solely responsible for your compliance with, and agree to comply with, all applicable laws in connection with your use of the Software.
7.4 Assignment. You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without NMATRIX’s express prior written consent. Any attempt to assign this Agreement without such consent will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
7.5 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the SINGAPORE, without regard to application of conflicts of law rules or principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in SINGAPORE and you and NMATRIX irrevocably consent to the personal jurisdiction and venue therein.
7.6 Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to any other remedies under this Agreement or otherwise.
7.7 Right of Equitable Relief. The parties acknowledge that violations of the covenants and obligations of this Agreement may cause the non-breaching party irreparable injury for which an adequate remedy at law may not be available. Therefore, the non-breaching party shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.
7.9 Entire Agreement. This Agreement constitutes the entire agreement between you and NMATRIX with respect to the subject matter hereof, and supersedes all prior, contemporaneous written or oral agreements, understandings and communications on the subject. Any modification or amendment to this Agreement will be effective only if in writing and signed by you and an authorized representative of NMATRIX.