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Software License

Composite Software Systems

This Software license is granted by Composite software systems (hereinafter referred to as "proprietor"), a sole proprietorship having its office at 2468, Sector-D, Pkt-2, Vasant Kunj, New Delhi-110070, INDIA to you (hereinafter referred to as “licensee”) subject to your acceptance of the terms and conditions of this license appearing hereinafter. By downloading or installing the software, you accept the terms and conditions of this license.

[Note: For online users only:- Kindly indicate your acceptance by selecting the "accept" button at the bottom of the license. If you are not willing to be bound by all the terms, select the "decline" button at the end of the license and the download or install process will not continue.]

Definitions

“Derivative Products” shall mean computer programs in machine-readable object code or source code form developed, which is a modification of, enhancement to, derived from or based upon the Software.

“Documentation” shall mean all manuals, user documentation, and other related materials pertaining to the Software, which are furnished to Licensee by the proprietor in connection with the Software.

“End user” shall mean such individuals, person(s), corporate entities or any other legal entity who has been provided with the Derivative product.

“Intellectual Property Right” includes, without limitation, any right arising from or capable of arising from: The Trademarks Act, 1999; The Copyright Act 1957;; the Patents Act 1999; and/or any similar legislation outside the Republic of India. It also means and includes protection by international copyright treaties, as well as other intellectual property laws and treaties.

“Software” shall mean the computer programs in machine-readable object code and source code form, which is the property of the proprietor and any subsequent error corrections or updates supplied to Licensee by proprietor pursuant to this License.


Interpretation

In the interpretation of this License unless the context otherwise requires:

  1. Words denoting a person shall include corporations, statutory corporations, partnerships, joint ventures, associations, boards, governments or semi-government agencies or authorities.


  2. Words denoting the singular number shall include the plural number and vice versa.


  3. Words denoting any gender shall include all other genders.


  4. A reference to a statute or a regulation also refers to any statute or regulation amending, or consolidating or re-enacting the same.


  5. Currency references are references to Indian currency and if payment is sought to be made in foreign currency then the rate of conversion into Indian currency on the date when such payment is made shall be applicable.


  6. Headings used in this License are for convenience and ease of reference only, and are not part of this License and shall not be relevant or affect the meaning or interpretation of this License.


  7. Every obligation, covenant, license condition express or implied in this License and entered into by more than one party shall bind them jointly and each of them severally.


  8. If any provision or part provision of this License is held invalid, unenforceable or illegal for any reason, this License shall remain otherwise in full force apart from such provision or part provision which shall be deemed deleted.


  9. Words denoting writing shall include email.



  1. Grant of Rights
The proprietor hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this License a non-exclusive, non transferable, non heritable and non assignable license:
  1. to use the Software on an “as is” basis and;


  2. to use the Software to create Derivative Products and;


  3. to use, manufacture, reproduce, have reproduce, sublicense, market and distribute the Software and/or any Derivative Products subject to the payment of a royalty fee for every Software or part thereof manufactured, reproduced, have reproduced, sublicensed, marketed and distributed, the Derivative Product sold by the Licensee to an End user from the date of purchase of this license.


Licensee shall not have the right to copy or make copies and reproduce the Software, in whole or in part.

Licensee shall not make copies for free distribution or sale to other parties under any circumstances.

Licensee shall be responsible for the payment of royalties due to Proprietor hereunder based on any licenses granted by Licensee to End Users using the Derivative Product, whether or not such amounts have been actually paid to or received by Licensee from its End Users.

Licensee shall not copy or make copies of the Software except that Licensee may make one copy solely for archival or backup purposes, and may make such copies as are necessary for the creation of Derivative Products.

The licensee shall not reverse engineer, decompile, or disassemble the Software or any portion of the software thereof.

The Proprietor reserves all the rights not expressly granted to the licensee.
  1. Delivery & Support Services
Delivery
Proprietor shall deliver to Licensee a master copy of the Software licensed hereunder in object code form, together with a copy of the manuals or other Documentation accompanying such Software. Proprietor shall deliver the foregoing in electronic files by way of FTP transfer and/or e-mail or a CD by ordinary post or courier subject to the payment being realized.

Support Services
The Proprietor shall provide the Licensee with free email based support for a period of one month after purchase of the Software. Any further support will be charged and the terms of such support shall be worked out as per the requirements of the Licensee. Any training required will be charged for and the terms of such training shall be worked out as per the requirements of the Licensee.

  1. Modifications
Error Corrections and Updates
Proprietor may provide Licensee with error corrections, bug fixes, patches or other updates to the Software licensed hereunder in object code form to the extent available from time to time from the date of shipment subject to the payment of a fee. In addition, Proprietor will provide Licensee with updated manuals and other Documentation accompanying the Software for each new release of the Software licensed hereunder to the extent available from time to time from the date of shipment subject to the payment of a fee. Error corrections shall also be provided to the Licensee after payment of an annual maintenance fee subject to the amount being mutually acceptable to both the parties herein. All enhancements to the Software required by the Licensee shall be undertaken by the Proprietor subject to the payment of a fee, which shall depend on the quantum of enhancements required by the Licensee.

Title to Modifications.
All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of Proprietor.
  1. Derivative Products
Title to Incorporated Software.
Title to and ownership of any portion of the Software or Documentation incorporated into a Derivative Product shall at all times remain with Proprietor, and Licensee shall not have any title or ownership interest therein.

Incorporation into Other Software.
Licensee may, in its discretion, incorporate the Software, Derivative Products or parts thereof, into other of its products, provided Licensee complies with the provisions regarding payment of royalty above and Licensee's obligations appearing hereinafter.
  1. License Fees and Payment
License Fee.
In consideration of the license rights granted above, Licensee shall pay the License Fees or other consideration for the Software and Documentation as set forth in Exhibit "A" attached hereto. All amounts payable hereunder by Licensee shall be paid either through the online payment mechanism provided on the Proprietor's website (www.compositesoft.com/Order.html) or by way of a Demand Draft payable in the city of New Delhi, State of Delhi, India, without deductions for taxes, assessments, fees, or charges of any kind. Demand Drafts shall be made payable to Proprietor and shall be forwarded to the office of the Proprietor at the address appearing below:

M/s. Composite Software Systems
Flat 2468, Sector-D, Pkt-2
Vasant Kunj
New Delhi - 110070, Delhi, India
Tel: +91-11-55490594

Taxes and Other Charges
Licensee shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software, or Documentation hereunder, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.

Audit
For a period of three (3) years following the delivery of a report pursuant to the provisions mentioned below, Licensee shall keep complete and accurate records of the number of copies of the derivative products sold or otherwise transferred and the media in which it was transferred to End Users by Licensee under the license granted by this License in sufficient detail to enable the royalties payable hereunder to be determined accurately.

Reports
Within sixty (60) days after March 31 and September 30 of each year, Licensee shall deliver to Proprietor a true and accurate report setting forth in detail the number of copies of the Software sold or otherwise transferred and the media in which it was transferred under this License to End Users during the preceding six (6) calendar months. Such report shall include at least:

  1. the numbers of copies of Software that it has produced during the period;

  2. the total number of End User licenses granted during the period;

  3. the calculation of royalties thereon; and
  4. the total royalties so computed and due to Proprietor for the reporting period.

Simultaneously with the delivery of each such report, Licensee shall pay to Proprietor the amount, if any, due for the period covered by such report. If no payments are due, it shall be so reported.
.
  1. Protection of Software


All intellectual property rights in the software, documentation and manuals and other materials accompanying the software are vested with the Proprietor and any unauthorized use of the software, documentation and manuals and other materials accompanying the software shall constitute an infringement on the rights vested with the Proprietor.

All Intellectual Property including but not limited to Trademarks, Patents, Copyright, logos, symbols, designs and Graphic user interface are the sole properties of the Proprietor and no part of such property may be used without the prior written permission of the Proprietor. The names "BitSlice" and "Composite Software Systems" must not be used to endorse or promote products derived from this software without prior written permission of the Proprietor. For written permission, please contact enquiry@compositesoft.com

Proprietary Notices.
Licensee shall maintain and place on any copy of the Software which it reproduces, whether for internal use or for distribution to End Users, all such notices as are authorized and/or required hereunder. Licensee shall use the following notice, or such other reasonable notice as Proprietor shall from time to time require, on each copy of the Software. Such notice shall be loaded in the computer memory for use, display, or reproduction and shall be embedded in program source code and object code, in the video screen display, on the physical medium embodying the Software copy, and on any Documentation and sub-licensee reference manuals:

“Copyright © Composite Software Systems, 2000-2006. All rights reserved.

This software and documentation constitute an unpublished work and contain valuable trade secrets and proprietary information belonging to Composite Software Systems. None of the foregoing material may be copied, duplicated or disclosed without the express written permission of Composite Software Systems.

Composite Software Systems EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THIS SOFTWARE AND DOCUMENTATION, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE, AND WARRANTIES OF PERFORMANCE, AND ANY WARRANTY THAT MIGHT OTHERWISE ARISE FROM COURSE OF DEALING OR USAGE OF TRADE. NO

WARRANTY IS EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE USE OF THE SOFTWARE OR DOCUMENTATION.

Under no circumstances shall Composite Software Systems be liable for incidental, special, indirect, direct or consequential damages or loss of profits, interruption of business, or related expenses which may arise from use of software or documentation, including but not limited to those resulting from defects in software and/or documentation, or loss or inaccuracy of data of any kind.”


Ownership

Licensee further acknowledges that all copies of the Software in any form provided by Proprietor or made by Licensee are the sole property of Proprietor. Licensee shall not have any right, title, or interest in or to any such Software or copies thereof except as provided in this License and further shall secure and protect all Software, and Documentation consistent with maintenance of Proprietor's proprietary rights therein.

Sublicenses

No right to sublicense the Software or any portion thereof is granted hereunder. In addition, Licensee will not sublicense the object code of the Software or any portion thereof to End Users of Licensee without a sublicense and payment of Royalties to the Proprietor. Each such sublicense shall be written in the principal language used for the conduct of business in the country where the sublicense is being used. Licensee will provide Proprietor with a copy of each sublicense used by Licensee to sublicense the Software.

  1. Injunctive Relief
Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software and Documentation and other materials accompanying the software or copies thereof will:

  1. substantially diminish the value to Proprietor of the trade secrets and other proprietary interests that are the subject of this License;
  2. render Proprietor's remedy at law for such unauthorized use, disclosure or transfer inadequate; and
  3. cause irreparable injury.
If Licensee breaches any of its obligations with respect to the use of the Software and Documentation and other materials accompanying the software, Proprietor shall be entitled to equitable relief to protect its interests therein, including, but not limited to, temporary and mandatory injunctive relief.

  1. Warranties

Limited Warranty
Proprietor represents and warrants to Licensee that the Software when properly installed by Licensee will perform substantially as described in Proprietor's then current Documentation for such Software.

Limitations
Notwithstanding the warranty provisions set forth above, all of Proprietor's obligations with respect to such warranties shall be contingent on Licensee's use of the Software in accordance with this license and in accordance with Proprietor's instructions as provided by Proprietor in the Documentation, as such instructions may be amended, supplemented, or modified by Proprietor from time to time. Proprietor shall have no warranty obligations with respect to any failures of the Software which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field.

Disclaimer of Warranties
Proprietor does not represent or warrant that all errors in the software and documentation will be corrected. The warranties stated are the sole and the exclusive warranties offered by proprietor. There are no other warranties respecting the software and documentation and other materials accompanying the software or services provided hereunder, either express or implied, including but not limited to any warranty of design, merchantability, or fitness for a particular purpose, even if proprietor has been informed of such purpose

Limitation of Liability
Licensee acknowledges and agrees that the consideration which proprietor is charging hereunder does not include any consideration for assumption by proprietor of the risk of licensee's consequential or incidental damages which may arise in connection with licensee's use of the software, derivative products and documentation. Accordingly, licensee agrees that proprietor shall not be responsible to licensee for any loss-of-profit, indirect, incidental, special, or consequential damages arising out of the licensing or use of the Software and Documentation and other materials accompanying the software.

  1. Indemnification
Licensee shall indemnify and hold harmless the Proprietor, their agents, officers, and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Licensee's modification or enhancement of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sub-licensees, if any, its subsidiaries or their officers, employees, agents or representatives.

  1. Non-assignability
Licensee shall not assign this License or its rights hereunder without the prior written consent of Proprietor.

  1. Governing Law- Jurisdiction and Venue
The validity, interpretation, construction and performance of this License shall be governed by the laws of the Republic of India. The courts of Pune, Maharashtra, India shall have exclusive jurisdiction and venue over any dispute arising out of this License and Licensee hereby consents to the jurisdiction of such courts.

  1. Miscellaneous
The Proprietor reserves the right to add, modify, delete any terms and conditions in this license from time to time as and when any modifications are made to the software, documentation and any material accompanying such software. If any Licensee has paid the fee for the modification to the software then such licensee shall have the sole responsibility to download from the Proprietors website (www.compositesoft.com/License.html) the new terms and conditions to the license of the software.

EXHIBIT A

SOFTWARE AND CONSIDERATION

Description of Software

License Fee Payable (USD)

License Fee Payable (Rs.)

BitSlice Standard Edition V4.1

$ 369/-

Rs. 15,999/-

BitSlice Standard Edition V4.1 Yearly subscription

$ 95/-

Rs. 4,450/-

Copyright © (2000-2006) Composite Software Systems