LICENSE AGREEMENT By using, copying, transmitting, distributing or installing this R Connect software ("Software"), you agree to all of the terms of this agreement ("Agreement"). Hence, you are requested to read the License terms provided below. If you do not agree to any of the terms of this License, then do not use, copy, transmit, distribute, or install the Software. I. LICENSE AND OWNERSHIP 1. Subject to the terms below and upon delivery to you of the media on which the Software resides, you are hereby granted a nonexclusive, non-transferable license by Reliance Infocomm Ltd., a company incorporated under the (Indian) Companies Act, 1956 with its registered office at Avdesh House, 3rd Floor, Pritam Nagar, 1st Slope, Ellisbridge, Ahmedabad - 380 006 ("Reliance", which expression includes its successors and permitted assigns), to use one copy of the Software in India and strictly in object code form, on one (1) computer or workstation, for accessing Reliance's and/or its affiliates' internet services. 2. You hereby agree that, notwithstanding anything stated to the contrary in this Agreement, title to and exclusive ownership of the Software shall remain with Reliance. 3. Title to and exclusive ownership of the media on which the Software is delivered to you, shall remain with Reliance. 4. You hereby agree not to (i) translate, reverse engineer, modify, decompile, disassemble or employ any other methods to derive the source code of the Software; (ii) create derivative works from or copies of the Software; (iii) (a) use the Software for any purpose than those described above, and (iv) use it on more than one (1) computer or workstation. 5. Further, you hereby agree not to use the Software for (ii) commercial timesharing; (iii) rental, lease, or sub-licensing to third parties; and (iv) servicebureau purposes. 6. You acknowledge and agree that the Software is the property of and contains trade secrets of Reliance and that you will keep in confidence and protect the Software from disclosure to third parties and restrict its use as provided in this Agreement. You acknowledge that unauthorized disclosure may cause substantial economic loss to Reliance. Reliance reserves all rights granted to it under the copyright, patent, and other intellectual property laws of India and all other statutory and common laws. All right, title, interest, and all copyrights to the Software and any copy made by you remain with Reliance. This Agreement does not transfer title to you of the intellectual property contained in the Software. Unauthorized copying of the Software or failure to comply with the above restrictions will result in
automatic termination of this License and will make available to Reliance other legal remedies. II. FINANCIALS This Software is being licensed to you by Reliance in consideration of your having paid/agreed to pay subscription charges for the internet services being provided by Reliance and/or its affiliates in accordance with the services agreement executed between you on one part and Reliance and/or its affiliate(s) on the other part ("Services Agreement"). III. WARRANTY To the maximum extent permitted by law, the Software is licensed to you on an "AS IS" basis and therefore, Reliance hereby disclaims all warranties and representations, whether express, implied or statutory, with respect to the Software including without limitation, the implied warranties of merchantability, absence of hidden imperfections, fitness for a particular purpose (even if Reliance has been informed of such purpose), the non-infringement of third party rights, uninterrupted or error free operation of the Software, or warranties arising from a course of dealing, usage or trade practice. IV. TERM 1. The license granted hereunder with respect to the Software shall be valid for the term of the Services Agreement and shall be deemed terminated upon expiry / termination of the Services Agreement by whomsoever for any reason whatsoever. 2. Further, Reliance may forthwith terminate the license granted hereunder in the event of breach by you of any of the terms hereof. 3. Upon termination of this Agreement for any reason whatsoever, you hereby agree to immediately uninstall the Software from the computer / workstation on which the same is installed and further, stop all usage thereof. Furthermore, if so required by Reliance, you shall promptly deliver a certification to Reliance acknowledging the said un-installation of the Software and cessation of use thereof. V. LIMITATION OF LIABILITY You hereby agree and accept that the Software forms a substantial asset base of the Reliance and as such, any use thereof in breach of this Agreement shall have an immediate, direct and magnified negative effect on the viability of Reliance's business. In no event shall Reliance or its affiliates or any of their respective officers, directors, agents, representatives or employees be liable for indirect, incidental, special,
punitive, consequential or other similar damages (even if a party has been advised of the possibility of such loss). Further, Reliance and its affiliates' entire liability and your exclusive remedy for damages from any direct cause whatsoever, regardless of whether in tort, under law or under the contract, will not exceed, in the aggregate, the service charges paid by you under the Services Agreement during the immediately preceding twelve (12) month period from the date of the claim. VI. MISCELLANEOUS 1. Confidentiality - The Parties shall keep and continue to keep confidential, during the subsistence of this Agreement and for one (1) year after termination hereof, any information (including Software), whether provided in writing or orally, under or pursuant to this Agreement. 2. Acknowledgement and Entirety of contract - You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. This Agreement constitutes the entire contract between the Parties with respect to the licensing of Software to You and supersedes all agreements and proposals, oral or written, all previous negotiations, and all other communications between the Parties with respect to the subject matter hereof. 3. Amendment - No modifications, alterations, amendment or waivers of any provisions herein contained shall be binding on the Parties hereto unless evidenced in writing signed by duly authorized representatives of both Parties. 4. Audit - The Parties hereto agree that Reliance shall, at all times during the subsistence hereof and for a period of three years from the date of termination/expiration hereof, have a right to audit, verify and examine any records, sites, offices and / or practices of yours in relation to your use of the Software. 5. Jurisdiction - This Agreement shall be construed according to Laws of India as administered by the courts in Mumbai and the parties hereto undertake to submit exclusively to the jurisdiction of the courts in Mumbai in respect of any matter relating to or arising out of this Agreement. 6. Assignment - This Agreement and any licenses granted hereunder shall not be transferred, assigned or sublicensed by you to any third party, without Reliance's express prior written consent. Reliance may assign this Agreement to any other party or participate in a merger or consolidation or permit itself to be bought over by any other party without your prior written approval. 7. Counterparts - This Agreement may be executed by one or more of the Parties on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 8. Survival - Any provisions of this Agreement which, either expressly or by implication, survive the termination or expiration of this Agreement, shall be complied with by the Parties in the same manner as if the present Agreement is valid and in force. 9. Waiver - If either Party should waive any breach of any provision of this
Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.