This license agreement (“LICENSE”) is a legal agreement between you (an individual or business, also referred to as "LICENSEE", "YOU") and Cerebrata Software Private Limited (“CEREBRATA”). Use of the Software indicates your acceptance of these terms. As used in this License Agreement, the term “SOFTWARE” means the software included on the CD, disk, or electronic media provided with this License Agreement along with all accompanying documentation. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, EITHER DESTROY OR RETURN, INTACT, THE SOFTWARE PACKAGE, CONTAINING THE CD, DISK, OR ELECTRONIC MEDIA, TOGETHER WITH THE OTHER COMPONENTS OF THE PRODUCT TO THE PLACE OF PURCHASE FOR A REFUND OF THE PURCHASE PRICE. EXCEPT FOR A RETURN OF THE SOFTWARE AS DESCRIBED ABOVE OR UNDER SECTION 10 LIMITED WARRANTY BELOW, CEREBRATA WILL NOT PROVIDE A REFUND OF THE PURCHASE PRICE OF THE SOFTWARE FOR ANY REASON. Any earlier license we may have granted to you for the use of earlier versions of the SOFTWARE is replaced by this LICENSE.

I. PROPRIETARY RIGHTS:
The Software and any accompanying documentation are the proprietary products of CEREBRATA or its licensors and are protected under national laws and international treaty provisions. Ownership of the Software and all copies, modifications, translations, and merged portions thereof shall at all times remain with CEREBRATA or its licensors.

II. GRANT OF LICENSE:
The Software and accompanying documentation are being licensed to you. You have the right to use the Software only in accordance with this License Agreement. You may use each licensed copy of the Software on unlimited number of w eb servers to connect to one or more database servers that is owned or leased by you and are included in the license. This License or the Software may not be assigned, sublicensed, leased, sold or otherwise transferred without prior written consent from CEREBRATA, and any unauthorized transfer is null and void.

III.TRIAL VERSION:
If you are evaluating the Software, you may use the Software as described herein for thirty (30) days, but only in a test or evaluation environment. You would still require a license key to install with your software. Trial software will be fully functional software. You are entitled to limited email based support for trial software.

IV. DOCUMENTATION:
Any scripting documentation provided in conjunction with the Software may be used only in conjunction with software licensed to you by CEREBRATA. You may not copy, distribute, license or sublicense the scripting documentation. You may only use the scripting documentation in accordance with this License Agreement

V. UPDATES AND SUPPORT:
You are eligible for free minor upgrades (e.g. v.1.0 to v.1.1), patches, and bug-fixes for the SOFTWARE that CEREBRATA makes generally available at dbx.cerebrata.com. SOFTWARE labeled as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this LICENSE. If you have purchased a "Subscription” option along with the SOFTWARE you are entitled to receive all version updates for the SOFTWARE period of 1 (one) year. CEREBRATA will make best efforts to provide technical support. For current policies and fees for support, go to dbx.cerebrata.com, or contact CEREBRATA.

VI. TERMINATION:
This LICENSE shall last as long as you use the SOFTWARE in compliance with this LICENSE. CEREBRATA may terminate this LICENSE if you fail to comply with any of the terms and conditions herein. In such event you agree to remove and destroy all copies of the SOFTWARE and any applicable source code. CEREBRATA reserves the right to discontinue at any time any product, shall it be offered individually or as a part of a product SUITE. You may terminate the license and this License Agreement at any time by destroying all copies of the Software and the accompanying documentation.

VII. NONPERMITTED USES:
Without the express prior written permission of CEREBRATA, you may not i) Use, copy, modify, merge, alter, electronically or otherwise, the Software or documentation except as expressly permitted in this License Agreement.
ii) Translate, reverse program, disassemble, decompile, "unlock", decode, or otherwise reverse engineer the SOFTWARE, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of SOFTWARE provided in object code form only.
iii) Resell, transfer, rent, lease, or sublicense the SOFTWARE and your associated rights. Under no circumstances shall you grant further redistribution rights to the end-users of your solution.

VIII. DELIVERY:
CEREBRATA shall deliver to LICENSEE a master copy of the SOFTWARE licensed hereunder in electronic files only. Documentation shall also be provided in electronic format.

IX. COPYRIGHT:
All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, and any trademarks or service marks of CEREBRATA are owned by CEREBRATA. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This LICENSE grants you no rights to use such content. The Software and Documentation are protected by Indian and international copyright laws. The product contains copyrighted software of CEREBRATA. All rights reserved. You agree not to remove any CEREBRATA or copyright notices from the Software or Documentation without prior written consent of CEREBRATA.

X. LIMITED WARRANTY:
CEREBRATA warrants solely that the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days. CEREBRATA does not warrant the use of the SOFTWARE will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) LICENSEE's failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the SOFTWARE by any person or entity other than CEREBRATA. In the event of a breach of warranty, LICENSEE 's sole and exclusive remedy, s repair of all or any portion of the SOFTWARE. If such remedy fails of its essential purpose, LICENSEE 's sole remedy and CEREBRATA's maximum liability shall be a refund of the paid purchase price for the defective SOFTWARE only. This limited warranty is only valid if CEREBRATA receives written notice of breach of warranty within thirty days after the warranty period expires.

XI. LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CEREBRATA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, CEREBRATA'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO CEREBRATA FOR THE PRODUCT GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. CEREBRATA IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN A PRODUCT UPON SHIPMENT FROM CEREBRATA IS FOR TESTING USE ONLY AND CEREBRATA HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. THE EXTENT OF CEREBRATA’S LIABILITY FOR THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH THEREIN.

XII. GOVERNING LAW:
This Agreement shall be governed by the laws of India, without regard to conflict of laws principles. This Agreement may only be modified by a written document signed by the party or parties to be bound. Except as may be specified in such a written agreement, this is the entire agreement between LICENSEE and CEREBRATA and all other terms are rejected. You agree not to use, ship, or export the Software in violation of law.

XIII. ENTIRE AGREEMENT:
You agree that this Agreement expresses the entire understanding between you and CEREBRATA, and supersedes all other communications, oral or written, relating to the Software.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN CEREBRATA AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.