LICENSE AGREEMENT
between
SST Systems, Inc. (hereinafter LICENSOR) and Recipient of Software License (hereinafter LICENSEE)

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By Installing and commissioning the software and its license, LICENSEE acknowledges that LICENSEE has read this agreement and agree to all terms and conditions stated herein.

This license agreement (Agreement) is made between SST Systems, Inc., the LICENSOR, a California corporation having its principal office at 5674 Stoneridge Drive, Suite 107, Pleasanton, CA 94588, USA and the LICENSEE as listed in purchase order/work order or contract issued by LICENSEE to LICENSOR.

LICENSOR and LICENSEE agree as follows:

1. Definitions

1.1 "Licensed programs" shall mean the programs for use on the involved operating system and each copy, translation, update, or modification of all or any part of the licensed programs, in any medium, delivered to LICENSEE in accordance with provisions of this license.

1.2 "Support materials" shall mean any human readable program listings, manuals, instructions, and other materials and any copies of any of the foregoing, in any medium, related to the Licensed programs and delivered to LICENSEE by LICENSOR in accordance with provisions of this license.

1.3 "Maintenance, Enhancement & Support (ME&S)" of the Licensed programs during a given period specified in Appendix A of this Agreement (hereinafter referred to as "License period") shall mean that LICENSOR will provide to LICENSEE those LICENSOR's modifications and enhancements of the Licensed programs and any supporting materials released during the said License period and, in addition, LICENSOR will provide during that License period assistance concerning the execution procedures of the Licensed programs.
	
2. License   

2.1 LICENSOR grants and LICENSEE accepts a nonexclusive, nontransferable license to use during the License period the Licensed programs for LICENSEE's own internal purposes on LICENSEES computer network and/or computers.  The number of simultaneous users of the Licensed programs permitted under this license is specified in purchase order/work order or contract issued by LICENSEE to LICENSOR.

2.2 The Licensed programs shall be used by LICENSEE and its authorized employees, and independent consultants under contract to LICENSEE working solely for the benefit of LICENSEE who agree to be bound by the terms of this Agreement. 

2.3 In case the Licensed programs become inoperable during the License period, replacement to the last supplied version of the Licensed programs will be provided.

2.4 LICENSEE is not authorized to grant sublicenses for use of the Licensed programs and shall not permit any third party to use the Licensed programs.

2.5 LICENSEE shall not decompile or disassemble the Licensed programs, or permit anyone to use the Licensed programs for purposes of deriving the source code. In addition, LICENSEE shall not translate, update or modify the Licensed programs, or merge the Licensed programs into other software without written authorization from LICENSOR.

2.6 LICENSEE agrees that the license to use the Licensed programs provided under this Agreement applies only in those countries which are not under sanction for usage of the software license by the US Department of Commerce.
                                            
3. Term

3.1 This Agreement shall become effective on the date on which the Licensed programs are initially commissioned for use on LICENSEEs computer network and/or computers and shall remain in effect until the expiry of the License period.

4. License fee 

4.1 LICENSEE shall pay LICENSOR or its local authorized reseller the mutually agreed upon fee(s) including any applicable taxes and levies for the Licensed programs specified in purchase order/work order or contract issued by LICENSEE to LICENSOR.

5. Delivery 

5.1 Upon receipt of the appropriate purchase/work order or contract specifying the mutually agreed upon fees and payment terms towards this license,  LICENSOR shall deliver (either by shipment or by way of download) to LICENSEE within a reasonable time the Licensed programs specified in the purchase/work order or contract along with any supporting materials. The protection scheme may be either a software-protection-key or a hardware-protection-key.

5.2 In case the Licensed programs are supplied with a software-protection-key, which is, in turn, tied to a specific computer/server, the license to use the Licensed programs will be provided for the License period. LICENSEE shall have the right to change the computer/server, to which the software-protection-key is to be tied, only at the time of renewal of the software license.

6. Installation and Maintenance, Enhancement & Support (ME&S)

6.1	Installation of the Licensed programs on the LICENSEE's computer network or computers for use by the maximum number of simultaneous users as specified in the purchase/work order or contract shall be the responsibility of the LICENSEE.  

6.2 LICENSOR shall provide Maintenance, Enhancement and Support (ME&S Services) associated with the Licensed programs to LICENSEE, during the License period.

7. Termination

7.1 LICENSOR shall have the right to terminate this Agreement in the event of any breach of the Agreement by LICENSEE, on thirty (30) days prior written notice, provided that LICENSEE does not remedy the breach within the said thirty (30) days.

7.2 In the event an assignment is made of LICENSEE's business for the benefit of creditors, or if a receiver or trustee in bankruptcy shall be appointed to take charge of all or part of LICENSEE's property, this Agreement shall terminate immediately.

7.3 Upon termination of this Agreement, LICENSEE shall discontinue use of the Licensed programs and shall return to LICENSOR all Licensed programs and supporting materials furnished by LICENSOR, and all copies thereof, and shall erase or destroy any of the Licensed programs contained in computer memory or data storage apparatus or in the Cloud, and shall remove the Licensed programs from any updated work.

7.4 Within thirty (30) days of termination, LICENSEE shall confirm to LICENSOR in writing that the Licensed programs, supporting materials and all copies thereof have been returned to LICENSOR or destroyed.

7.5 Notwithstanding the termination of this Agreement, LICENSEE shall remain liable for the full performance of any obligations to protect LICENSOR's trade secrets or other proprietary information.

8. Protection of Proprietary Material 

8.1 LICENSOR shall retain all title, copyright, and other proprietary rights to the Licensed programs and any supporting materials furnished hereunder.

8.2 LICENSEE shall take all reasonable precautions to preserve LICENSOR's copyright or other proprietary rights.  LICENSEE shall not remove any copyright or other proprietary right notice included in the Licensed programs and/or any supporting materials.

8.3 LICENSEE shall not disclose or otherwise make available the Licensed programs or any supporting materials to any third party, except to directors, officers, trustees, employees, agents or consultants of LICENSEE, and then only on an "as needed" basis in connection with the use of the Licensed programs in accordance with this Agreement.  LICENSEE shall take all reasonable steps, including, but not limited to, those steps LICENSEE takes to protect its own proprietary or confidential property, to protect the confidentiality of the Licensed programs. LICENSEE shall require anyone having access to agree to maintain the confidentiality of the Licensed programs.

8.4 LICENSEE's obligation to protect the confidentiality of the Licensed programs and to insure that the Licensed programs are not, in whole or in part, disclosed to or copied for any third party shall continue until the Licensed programs become part of the public domain through no fault of LICENSEE or become known to LICENSEE free of any obligation of confidence.

9. Limited Warranty 

9.1 LICENSOR warrants that LICENSOR has the legal right to grant the license set forth in this Agreement.

9.2 LICENSOR warrants the hardware-protection-key(s), if supplied, to be free of defects in materials and workmanship for a period of ninety (90) days from the date of delivery to LICENSEE under normal use.

9.3 Except as set forth in Articles 9.1 and 9.2, the Licensed programs, supporting materials and ME&S are provided "as-is" and LICENSOR makes no warranties, either expressed or implied, as to any matter whatsoever including, without limitation, the condition of the Licensed programs or of the supporting materials or of any associated ME&S, their merchantability or their fitness for any particular purpose.  LICENSOR does not warrant that the functions contained in the Licensed programs will meet LICENSEES requirements. Except as set forth in Article 9.2 above, LICENSOR does not warrant that the operation of the Licensed programs will be uninterrupted or error free or that the supporting materials are error free.

9.4	LICENSEE assumes full responsibility for the selection of the Licensed programs to achieve LICENSEEs intended purposes, for the proper installation and use of the Programs, and for verifying the results and other outputs obtained from use of the Licensed programs.  The entire risk as to the quality and performance of the Licensed programs is with the LICENSEE.

10. LIMITATIONS OF REMEDIES

10.1 LICENSOR's entire liability and LICENSEE's exclusive remedy for breach of Warranty provided in Articles 9.1 and 9.2 shall be

(a) replacement of hardware-protection-key(s), if supplied, not meeting LICENSORs limited warranty and which are returned to LICENSOR; or

(b) if LICENSOR is unable to replace the hardware-protection-key(s) free of defects in materials or workmanship, LICENSEE may terminate the License Agreement and LICENSEE's fee will be refunded.

10.2 Excepting for direct damages, in no event will LICENSOR be liable to LICENSEE for any other damages, including any lost profits, lost savings or other incidental or consequential damages arising out of the use of or inability to use the Licensed programs and/or supporting materials even if LICENSOR or its agent has been advised of the possibility of such damages, or for any claim by any other party.

10.3 Except for LICENSORs Indemnification obligations under Article 11 for intellectual property infringement hereunder, in no event shall LICENSORs liability exceed the total amount paid by LICENSEE to LICENSOR under this Agreement.

10.4 In case the Licensed programs are supplied with a hardware-protection-key, the limited warranty provided under Article 9 hereinabove for the Licensed programs does not cover the replacement of the original hardware-protection-key with a new key in case the original key gets lost, stolen or misplaced.  

11. INDEMNIFICATION

11.1 LICENSOR shall indemnify, defend and hold harmless LICENSEE, LICENSEEs subsidiaries, their respective officers, directors, trustees and employees from any action brought against LICENSEE to the extent that it is based on a claim that any portion of the Licensed programs and support materials infringes any intellectual property of any third party, unless such claim arises from the use of a superseded or modified release of the Licensed programs or by use/operation of the Licensed programs combined with programs, data, equipment or materials not provided by LICENSOR, if such infringement would have been avoided by the use of the current or unmodified release or from the use of the Licensed programs without such programs, data, equipment or materials. 

12. GENERAL PROVISIONS

12.1 This Agreement shall not be assigned without express written consent of LICENSOR.

12.2 This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements and understandings relating thereto.

12.3 No waiver, alteration, modification or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by the parties.  No delay or failure of LICENSOR to exercise any right or remedy shall operate as a waiver thereof.

12.4 In the event that one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

12.5 This Agreement shall be subject to and interpreted in accordance with the substantive laws of the State of California.

LICENSEE acknowledges that LICENSEE has read this Agreement and agrees to all terms and conditions stated therein.

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