EPIANCE END USER LICENSE AGREEMENT

This End-User License Agreement ("EULA") is a legal agreement between the user (either an individual or a single entity) and Epiance Software Pvt. Ltd. for the software product epiDOCX, the release and version of download, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Product").  YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT.

1.Definitions.
	
	1.1 "API" means the application programming interface and any sample code that may be provided by Epiance under this agreement. The API allows Development Users to create interfaces and adapters to the Licensed Software ("Licensee Adapters"). If so provided, the API is considered part of the Licensed software, except is not subject to section 7.1. Licensed Adapters are not considered part of the Licensed Software.

	1.2   "Authorized Computer" means the specific computer on which the software is installed.

	1.3 "CPU" means a microprocessor, such as an Intel Pentium microprocessor, that performs the central processing function of a computer system. The "Permitted CPU" is the maximum number of CPUs in an Authorized Server.

	1.4 "CONTENT" means training material and other documents that are generated from the licensed software.

	1.5 "DOCUMENTATION" means the user manuals provided to Licensee along with the Licensed Software.

	1.6  "LICENSE KEY" or "LICENSE CODE"  means license key provided by Epiance here under to technically enable the licensed software on a temporary or permanent basis.

	1.7 "LICENSED SOFTWARE"means the object code version Epiance software made available by Epiance pursuant to this Agreement and any updates or upgrades which Epiance delivers in accordance with this Agreements.

	1.8 "UPDATE"	means any minor release, patch, error correction, improvement, enhancement, modification or fix to the licensed software provided by Epiance to licensee with a version number that is incremented to the right of the decimal point (e.g. from version into. X.0 to version X.1).

	1.9 "UPGRADE"	means any successor version of licensed provided by Epiance to licensee with a version number that is incremented to the left of the decimal point (e.g. from version 1.X to version 2.X).


2. LICENSE GRANT AND RESTRICTION ON USE 

	2.1 Grant of Right.

	(a) Subject to the terms and conditions of the Agreement. Epiance hereby grants to Licensee the following nonexclusive, nontransferable, internal use only license to use, perform, and display the Licensed Software, create, access, display, modify, and create derivative works of and distribute Content.
 
	(b) In addition, subject to the terms and conditions of this Agreement. Epiance hereby grants to Licensee the right to internally use, perform, display and reproduce (in hard copy and electronic form) the Documentation in connection with its authorized use of the Licensed Software hereunder.

	2.2 Restrictions on Use; of ownership
 
	(a) Licensees license to use the Licensed Software set forth in is subject to Licensees having properly obtained a then-valid License Key. The Licensed Software is designed to function only upon the input of a valid License Key. If Licensee has been issued a temporary or evaluation License Key, the Licensed Software will cease functioning upon the expiration of such temporary License Key.
 
	(b) Licensees license to use the Licensed Software set forth in Section 2.1 is limited to use of the Licensed Software on the Authorized Computer only.
 
	(c) Licensee will not distribute the Licensed Software, in whole or in any part, to any third party, nor permit its sublicensing, leasing, or other transfer. Licensee will not use (or cause or permit to be used) the Licensed Software for rental, lease, service bureau or any similar purpose that involves offering services based on the Licensed Software on a standalone basis to third parties. 

	(d) Licensee will not, either directly or through a third party, reverse engineer, disassemble or decompile the Licensed Software.

3. DELIVERY AND INSTALLATION. 

	3.1 Delivery. Epiance will deliver the Licensed Software and Documentation to Licensee electronically. Delivery is deemed complete upon Epiance making the software available by providing Licensee with the License Key via email.
 
	3.2 Installation. Licensee is responsible for dedicating the necessary hardware and software configuration, as recommended by Epiance, for a production-worthy deployment of the licensed Software. Licensee is also responsible for dedicating the necessary skilled resources to install and administer the Licensed Software.
 
4. LIMITED WARRANTY DISCLAIMER
 
	4.1 Limited Warranty. For a period of thirty (30) days after the Licensed Software is made available to Licensee pursuant to Section 3.1 (the "Warranty Period"), Epiance warrants that the Licensed Software, when used as permitted under this Agreement and in accordance with the instantiations in the Documentation (including use on a computer hardware and operating system platform supported by Epiance). and subject to Section 2.2(a), will operate substantially as described in the Documentation. Epiance will, at its own expense and as its sole obligation and Licensees exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any failure of the Licensed Software to operate substantially as described in the Documentation that is reported to Epiance by Licensee in writing during the Warranty Period. Epiance does not warrant that the Licensees use of the licensed Software will be error free or uninterrupted. Epiance will have no obligations under this Section 7.1 for (a) modified Licensed Software or (b) for combinations with other hardware and software not specifically supported or authorized by Epiance. If Epiance determines that it is unable to correct the error as described in this section, either party shall be entitled to terminate this Agreement. Any such error correction provided to Licensee will not extend the original Warranty Period.
 
	4.2 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 7.1, THE LICENSED SOFTWARE IS PROVIDED "AS 1S" WITHOUT WARRANTIES OF ANY KIND.WITHOUT LIMITING THE FOREGOING, EPIANCE DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION OTHER THAN THOSE SET FORTH ABOVE IN THE IMMEDIATELY PRECEDING PARAGRAPH. 

5. LIMITATION OF LIABILITY

	EXCEPT FOR LICENSEES BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (SECTION 9) OR EXCEEDING ITS GRANT OF LICENSE RIGHTS (SECTION 2), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR FROM NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FORM OF ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITA11ON OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

	 IN NO EVENT WILL EPIANCES AGGREGATE. CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF ALL FEES ACTUALLY PAID TO EPIANCE BY LICENSEE PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTH PAID IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THE LIMIT. THE PARTIES ACKNOWLEDGE THAT THE FEES SPECIFIED IN THIS AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT EPIANCE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE FOREGOING LIMITATIONS OF ITS LIABILITY AND THE WARRANTY DISCLAIMERS CONTAINED HEREIN.
 
6.  THIRD PARTY SOFTWARE. 
Epiance may provide you with software developed by third party entities, organizations or companies (i.e. VSFlexGrid and CodeJock, etc) ("Third Party Software"). Such Third Party Software may be necessary for epiDOCX to function or operate.  Epiance is licensed to use this software in its products. Epiance, however, is not liable for the performance of this software and does not hold any liability for any damages that may arise as a result of the use of such Third Party Software.

7. INDEMNIFICATION

	7.1 Indemnity. Epiance will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Licensed Software infringes any U.S. patents issued as of the Effective Date or U.S. copyrights, or misappropriates any trade secrets recognized as such under the Uniform Trade Secret law, and Epiance will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee notifying Epiance promptly in writing of such action. Licensee giving Epiance sole control of the defense thereof and any, related settlement negotiations, and Licensee cooperating and, at Epiances request and expense, assisting in such defense. If the Licensed Software becomes, or in Epiances opinion is likely to become, the subject of an infringement claim, Epiance may at its option and expense, either (a) procure for Licensee the right to continue using the Licensed Software, (b) replace or modify the Licensed Software so that it becomes non infringing. or (C) accept return of the Licensed Software and refund to Licensee the unamortized portion of the license fee paid to Epiance by licensee based on a three (3) year straight-line depreciation, such depreciation to commence on the date on which the Licensed Software is made available to Licensee. Notwithstanding the foregoing, Epiance will have no obligation under this Section or otherwise with respect to any infringement claim based upon (w) any use of the Licensed Software not in accordance with this Agreement or for purposes not intended by Epiance. (x) any use of the Licensed Software in combination with other products, equipment, Licensed Software. or data not supplied by Epiance where such combination is the object of the claim, (y) any use of any release of the licensed Software other than the most current release made available to licensee, or (z) any modification of the Licensed Software by any person other than Epiance. 

	7.2 Limitation. The foregoing states the entire liability of Epiance with respect to the infringement of any proprietary rights by the Licensed Software, and Licensee hereby expressly waives any other liabilities or obligations of Epiance with respect thereto. 

8. TERM AND TEMINATION 

	8.1 Term. The term of this Agreement will begin on the Effective Date and will continue indefinitely unless terminated pursuant to Section 8.2. 

	8.2 Termination. Epiance may terminate this Agreement, effective immediately upon written notice to Licensee, if Licensee materially breaches any provision of this Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof from Epiance. 

	8.3 Obligations on Termination. Upon termination or expiration of this Agreement for any reason all licenses granted hereunder will immediately terminate. Within five (5) days after termination of the license(s). Licensee will return to Epiance the Licensed Software and Documentation in any form or version provided by Epiance (such return to be at Licensees cost), or upon request by Epiance, destroy the Licensed Software and Documentation in any form or version.

	8.4 Survival.  Sections 5. 6. 8.3 and 9 will survive expiration or termination of this Agreement for any reason.
 
9. GENERAL  

	9.1 Proprietary Rights. The Licensed Software and Documentation, any materials provided in connection with implementation Services and all worldwide intellectual property rights therein, are the exclusive propriety of Epiance. All rights in and to the Licensed Software not expressly granted to Licensee in this Agreement are reserved by Epiance. Licensee will not remove, alter, or obscure any proprietary notices (including copyright notices) of Epiance on the Licensed Software or the Documentation and Licensee will reproduce all such notices in all copies of the Licensed Software and Documentation (and in any other materials provided under this Agreement) made by licensee. 

	9.2 Governing Law. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause.
      The number of arbitrators shall be one.
      The seat, or legal place, of arbitration shall be London.
      The language to be used in the arbitration shall be English.
      The governing law of the contract shall be the substantive law of United Kingdom.
      The United Nations Convention on (contracts for the international Sale of Goods does not apply to this Agreement). 

	9.3 Independent Contractors. Each party will perform its obligations hereunder as an independent contractor and, except as expressly provided to the contrary in this Agreement, will be solely responsible for its own financial obligations. Nothing contained herein will he construed to imply a joint venture or principal-agent relationship between the parties, and neither party will have any right, power, or authority to create any obligation, express or implied, on behalf of the other in connection with performance of its obligations hereunder
. 
	9.4 Severability; Waiver If any provision of this Agreement is held to be invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions will continue in full force without being impaired or invalidated in any way. The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, will not be deemed to be a air of the future enforcement of such provision or right, and no waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right herein. Without limiting the generality of the foregoing, Licensee agrees that Section 8 will remain in effect notwithstanding the unenforceability of any provision in Section 8. 

	9.5 Notices. Any notice or communication intended to have a legal effect hereunder will be in writing and will be delivered by facsimile transmission with confirmation of receipt. in person or by courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed as set forth in the preamble to this Agreement or to such other facsimile number or address as either party may provide from time to time to the other. If notice is given in person, by courier, or by facsimile, it will be effective upon receipt; and if notice is given by mail, it will be effective three (3) business days after deposit in the mail.
 
	9.6 Force majeure. If performance of this Agreement, or any obligation hereunder (other than the obligation to pay) is prevented, restricted, or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party (including without limitation the failure of any suppliers to perform), the part) so affected, upon giving prompt notice to the non-affected party, will be excused from such performance to the extent of such prevention, restriction, or interference.
 
	9.7 Construction. Section headings are provided solely for reference purposes and in no way define, limit, interpret, or describe the scope or extent of such section or in any way affect this Agreement. When used in this Agreement, the term "including means "including without limitation" unless expressly stated to the contrary. 

	9.8 Assignments. No right or obligation of Licensee under this Agreement may be assigned, delegated, or otherwise transferred, whether by agreement, operation of law, or otherwise. Any purported assignment, delegation, or transfer in violation of the foregoing will be null and void. 
	
      	9.9 Amendments. Any amendments, modifications, supplements, or other changes to this Agreement must be in writing and signed by duly authorized representatives of each party.
 
	9.10 Publicity. Customer will permit Reseller and Epiance to identity Customer as a Customer and use Customers name and or logo in Resellers and Epiances public materials.

	9.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which together will constitute one instrument.
      
            	9.12 Compliance with Laws. Licenses will comply with all applicable export and import control laws and regulations in its use of the Licensed Software and, in particular, Licensee will not export or re-export the licensed Software without all required United States and foreign government licenses.
 
	9.13 U.S. Government End Users. The Licensed Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 CF.R 12.212 and 48 C.F.R 227.7202-1 through 227.7202.4, all U.S. Government end users acquire the Licensed Software with only those rights set forth therein.

	9.14 Remedies. The parties rights and remedies under this Agreement are cumulative. Licensee acknowledges that the Licensed Software contains valuable trade secrets and propensity information of Epiance, that any actual or threatened breach of the licenses granted herein will constitute immediate, irreparable harm to Epiance for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. 
