Terms

SSSPL End User License Agreement

IMPORTANT: THIS AGREEMENT IS PROOF OF YOUR RIGHT TO USE SSSPLS ANEXGATE SOFTWARE AND CONTAINS ADDITIONAL INFORMATION CONCERNING PRODUCT WARRANTY AND LIMITATIONS OF LIABILITY PLEASE READ IT CAREFULLY.

This End-User License Agreement (“EULA”) is a legal agreement between you and the business entity you represent (collectively CUSTOMER) and Smile Security and Surveillance Private Limited (hereinafter “SSSPL”). SSSPL is willing to grant you the following rights.

SSSPL IS WILLING TO GRANT YOU THE FOLLOWING RIGHTS TO USE THE SOFTWARE ONLY UPON ONLY IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE BINDING YOURSELF TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN SSSPL IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND (A) DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, OR, IF THE SOFTWARE IS SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM SSSPL OR AN AUTHORIZED SSSPL RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL END USER PURCHASER.

1.DEFINITIONS: The software incorporated in or supplied and accompanying documentation, shall collectively termed SSSPL Software. The term Licensed Software is understood to specially include any and all Licensed Software and Documentation but specifically does not include open-source components. Documentation means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the Software and made available by SSSPL with the Software in any manner (including on CD-Rom, printed, or on-line). “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by SSSPL. “Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. License keys shall mean activation codes provided directly by SSSPL or its partners that are used by licensed users of the SSSPL Software to activate its functionality for an authorized Computer. An authorized Computer is identified by a signature build of hardware parts unique serial numbers or alternatively, a USB dongle.

2.OWNERSHIP: The SSSPL Software is and shall remain a proprietary product of SSSPL. SSSPL shall retain ownership of all patents, copyrights, trademarks, trade names, trade secrets and other proprietary rights relating to or residing in the SSSPL Software. Except for the license grant provided in Section 3, you shall have no right, title or interest in or to the SSSPL Software. The SSSPL Software is licensed, not sold, to you for use only under the terms of this Agreement. All rights not specifically granted in this EULA are reserved by SSSPL.

3.GRANT OF LICENSE: SSSPL grants you a non-transferable (except as set forth in this Section) non-exclusive, restricted right to use the SSSPL Software solely in connection with the operation of the Equipment for your own internal business purposes. You may install and use a copy of the Software on your compatible computer, up to the Permitted Number of computers. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You understand that SSSPL may update the SSSPL Software at any time and in doing so incurs no obligation to furnish such updates to you pursuant to this Agreement. You may transfer the license to use the SSSPL Software provided the buyer or transferee agrees to be bound by the terms and conditions of this Agreement.

4.RESTRICTIONS: SSSPL reserves all rights in the SSSPL Software not expressly granted to you. Except as permitted in Section 3, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the SSSPL Software, nor permit any other party to do any of the foregoing. You may not remove from the SSSPL Software, or alter, any of the trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the SSSPL Software. To the extent permissible by applicable law, you may not derive or attempt to derive the source code of the SSSPL Software by any means, nor permit any other party to derive or attempt to derive such source code. To the extent permissible by applicable law, you may not reverse engineer, decompile, disassemble, or translate the SSSPL Software or any part thereof.

5.LIMITED WARRANTY: SSSPL warrants to the person or entity that first purchases a license for the Software for use pursuant to the terms of this license, that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following receipt of the Software when used on the recommended hardware configuration. Non-substantial variations of performance from the Documentation does not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO UPDATES, PRE-RELEASE, TRYOUT, PRODUCT SAMPLER, OR NOT FOR RESALE (NFR) COPIES OF SOFTWARE. To make a warranty claim, you must return the Software to the location where you obtained it along with proof of purchase within such ninety (90) day period. SSSPL does not warrant that the functions contained in the SSSPL Software will meet your requirements or that the operation of your SSSPL Software will be uninterrupted or error free. This limited warranty is void if failure of the SSSPL Software to conform with the warranty, has resulted from improper installation, testing, misuse, neglect, accident, fire or other hazard, or any breach of this Agreement.

6.LIMITED REMEDIES: In the event of a breach of the foregoing limited warranty, you must return the SSSPL Software to SSSPL or the SSSPL authorized reseller that provided you with the SSSPL Software, postage prepaid, before the expiration of the warranty period, with a copy of the invoice for the unit. SSSPL’s sole and exclusive obligation and your sole and exclusive remedy shall be, at SSSPL’s sole discretion, to either

i. Provide a replacement copy of the SSSPL Software or
ii. Refund the amount you paid for the SSSPL Software and terminate this Agreement. Any replacement copy of the SSSPL Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

7.NO OTHER WARRANTIES: OTHER THAN THE FOREGOING LIMITED WARRANTY, SSSPL HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

8.LIMITATION OF LIABILITY: SSSPL’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT PAID BY YOU DIRECTLY TO SSSPL OR PAID BY YOU TO SSSPL THROUGH AN AUTHORIZED RESELLER. SSSPL SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF DATA, EQUIPMENT DOWNTIME OR LOST PROFITS), EVEN IF SSSPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY PROVISIONS CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF SSSPL’S BARGAIN HEREUNDER, AND SSSPL WOULD NOT BE ABLE TO PROVIDE THE SSSPL SOFTWARE TO YOU ABSENT SUCH LIMITATIONS.

9.OPEN SOURCE SOFTWARE COMPONENTS: The License Software is shipped in the same medium as open source software components that are specifically not covered by this Agreement. This EULA only covers software components that have been developed and are propriety of SSSPL. The Open Source software components aggregated in the same medium as Licensed Software have their own end user license agreements.

10.GENERAL TERMS:

1. The Warranty and the End User License shall be governed by and construed in accordance with the laws of India, without reference to or application of choice of law rules or principles. You hereby consent to the exclusive jurisdiction and venue of the courts in Bangalore, India to resolve any disputes arising under this Agreement.
2. No SSSPL reseller, agent or employee is authorized to make any amendment to this Agreement.

End of Life Policy for Products

AnexGATE is committed to provide the high quality, cost effective solutions to our customers. To ensure that our development resources are delivering the most innovative solutions to our customers, AnexGATE may periodically elect to discontinue specific products or product packages. The reasons for discontinuing a product vary, and may include reasons such as:

• Due to technical advancements in networking, the product has reached the end of its natural lifecycle.
• There has been very low customer demand for the product and, adhering to customer-driven development best practices, is not an effective use of development resources.

When a product End of Sale (EOS) is announced, support policies for the product change, the product starts an End of Life (EOL) transition period and customers should begin to move to current product versions. During the EOL transition period, the products will be supported as per existing customer support agreements. After this period, the products will no longer be supported.

End of Life Policy Guidelines

In general, AnexGATE provides ongoing product support, anti-virus signature updates and bug fixes for a total of four (4) years from the time an AnexGATE product is released.

Standard Maintenance support offerings are usually available for four (4) years after the product is first available. A product will enter its maturity lifecycle after three (3) years and at this point a retirement announcement will be issued alerting customers that one (1) year of standard support remains. A product declared “End of Life” one (1) year after it has reached its maturity lifecycle; this is, at the end of the standard support period. After the product becomes End of Life and no further technical support is provided.

The following are general guidelines for AnexGATE discontinuation of sales and support for products.

• Customers will be notified of product End of Life when a product is removed from general availability (i.e., at its End of Sale date).
• When a new version of software code is released, the previous version will no longer be offered to customers for sale.
When a new version of software starts shipping, enhancements will cease on the previous version of code.
• Bug fixes and Anti-Virus Signatures will cease when the product is no longer supported (End of Life) by AnexGATE.
• Support for new versions of software may require hardware enhancements to memory, disk capacity, etc.

AnexGATE will specify the minimum hardware requirements for supported software operation at each software release.

It is the customer’s responsibility to purchase the required enhancements.