License Agreement
Please carefully read the following legally binding End-User License Agreement between Somansa and Customer, as either an individual or single business entity for the Software defined below. By selecting the accept option, breaking the seal on the software package or installing, copying or otherwise using this Software, Customer acknowledge that Customer have read, understand, and agree to be bound by the terms of this End-User License Agreement. If Customer do not agree with the terms of this End-User License Agreement, do not install the Software or, if Customer have received the Software, promptly return it and the accompanying items (including ANY written materials and packaging) to Customer supplier together with proof of purchase for a full refund. If Customer do not agree with any of the terms or conditions of this End-User License Agreement, Customer are not authorized to use the Software for any purpose whatsoever. Also, by installing, copying or otherwise using Updates and/or Upgrades from Somansa, Customer agree to be bound by any additional license terms that accompany such Updates and/or Upgrades. If Customer do not agree to the additional license terms that accompany such Updates and/or Upgrades, do not install, copy or use such Updates and/or Upgrades.

1. License
1.1. Grant of License. Somansa hereby grants to Customer, and Customer accept, a limited, nonexclusive license to use the Software in machine-readable, object code form only, and the user manuals accompanying the Software (the “Documentation”), only as authorized in this Agreement. For purposes of this Agreement, the “Software” includes any updates, enhancements, modifications, revisions, or additions to the Software made by Somansa and made available to end-users. Notwithstanding the foregoing, Somansa shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.

1.2. Scope of Use. Customer may use one copy of the Software activated by a license key on a single server, computer, system (virtual or physical) owned, leased, or otherwise controlled by Customer, at a single time. For purposes of this Agreement, “use” of the software means loading the Software into the temporary or permanent memory of a computer. The Software may not be used on or distributed to a greater number of computers than Customer have license keys. If Customer use or distribute the Software to multiple users, Customer must ensure that the number of users does not exceed the number of license keys Customer have obtained, or Customer will be in breach of this Agreement.

1.3. Copies and Modifications. Customer may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any license keys Customer have obtained. Customer may not modify or adapt the Software or any license keys that Customer have obtained in any way. Customer may make one copy of the Software, the Documentation, and any license keys that Customer have obtained, solely for backup or archival purposes. Any such copies of the Software, Documentation, or license keys shall include any copyright or other proprietary notices that were included on such materials when Customer first received them. Except as authorized in this Section, no copies of the Software, Documentation, or license keys, or any portions thereof, may be made by Customer or any person under Customer authority or control.

1.4. Assignment of Rights. Customer will not sublicense, lease, rent, or lend Customer rights in the Software, Documentation, or license keys, as granted by this Agreement, with any third party without prior written consent of Somansa.

2. COPYRIGHT AND OWNERSHIP
Once Customer have paid the Licensed Product Fee, Customer own only the Media on which the Software is recorded. Customer do not own the Software itself. The Software is the exclusive property of Somana and its licensors. The Software and the Documentation including all know-how, concepts, logic and specifications are proprietary products of Somansa and its licensors and are protected throughout the world by copyright and other intellectual property rights. No license, right or interest in Somansa logos, or trademarks is granted to Customer under this End-User License Agreement and Customer hereby agree not to remove any product identification or notices of proprietary restrictions. Further, Customer hereby acknowledge and agree that the right, title and interest in any modifications made by Customer to the Software or Documentation, as provided for below in this End-User License Agreement, is retained by Somansa.

3. RIGHTS AND RESTRICTIONS
3.1 Evaluation. Customer may use the Software for evaluation purposes only in a test environment without payment of a fee for a maximum of 30 days or such other duration as is specified by Somansa at its sole discretion. The Software is provided “AS IS” during such evaluation period and Clauses 3.3 and 5 below do not apply to such evaluation.

3.2 License Term. This End-User License Agreement is effective from the moment of acceptance as described in the first paragraph of this End-User License Agreement or from the Start Date, whichever date is earlier, and shall remain in force either until the Expiration Date specified in the Schedule (and if no such date is specified, this Agreement shall continue in perpetuity although Customer right to use the Licensed Products is dependent upon Customer payment of the annual Licensed Products Fee) or until terminated as provided in Clause 11 below, whichever is the sooner. If Customer want to renew Customer License Customer should contact Somansa or Customer reseller, distributor or dealer, as applicable. Customer obligations under this End-User License Agreement in respect of the intellectual property and confidential information of Somansa shall survive any expiry or termination of this End-User License Agreement. Annual License Base and Renewal required to continue using Somansa Product after 365 days of the first year. Renewal Price will vary based on the number of customer’s internal e-mail accounts each year. Somansa or its resellers will provide new price for renewal for each year to customer based on the changes of customer’s internal e-mail accounts.

3.2.1 Additional 3rd party products besides Somansa products. Somansa or its reseller may provide additional 3rd party software or hardware items such as computer or switch box or TAP or additional network adaptor for evaluation or purchasing Somansa Product. However each 3rd party product item will be under its own manufacturer’s warranties and policies. Should a problem occur with the 3rd party product during licensing Somansa product, customer shall directly contact own 3rd party manufacturer.

3.3 Rights. In consideration of the payment of the Fee by Customer, Somansa hereby grants to Customer a non-exclusive right to use the Licensed Products and receive the Maintenance for the License Term subject to the terms and conditions contained within this End-User License Agreement. Customer are permitted to:

3.3.1 use the Licensed Products for Customer internal business purpose, relating specifically to the integrity of Customer systems, networks, emails, documents and other data (“Customer Internal Business Purpose”). The aggregate number of Computers and Servers on which Customer may use the Licensed Products for Customer Internal Business Purpose must not exceed the number of User Licenses. The number of Servers on which Customer may use the Licensed Products for Customer Internal Business Purpose must not exceed the number of Licenses. The number of Users must not exceed the number of User Licenses. Customer are wholly responsible for the compliance by Users with this End-User License Agreement;

4. MAINTENANCE
4.1 This End-User License Agreement entitles Customer to receive Maintenance for the License Term.

4.2 Customer acknowledge and agree that the Licensed Products and Somansa may directly and remotely communicate for the purposes of, without limitation, verifying Customer credentials, issuing reports and alerts such as automated support requests and alert messages, and to provide Maintenance.

5. WARRANTIES AND INDEMNITY
5.1 Somansa warrants to Customer only that for a period of ninety (90) days from the date of purchase (the “Warranty Period”): (i) the Licensed Products will perform substantially in accordance with the Documentation provided that it is operated in accordance with the Documentation on the designated operating system(s) and (ii) the Documentation adequately describes the operation of the Licensed Products in all material respects.

5.2 If Somansa is notified in writing of a breach of this warranty during the Warranty Period, Somansa’s entire liability and Customer sole remedy shall be (at Somansa’s option) to correct or replace the Licensed Products and/or its Documentation within a reasonable time or provide or authorize a refund of the Fee following the return of the Product accompanied by proof of purchase. Any items provided as replacement under the terms of this warranty will be warranted for the remainder of the original Warranty Period.

5.3 Customer warrant that Customer use of the Licensed Products is and will continue to be in accordance with all applicable laws and regulations.

5.4 Customer shall at Customer own expense hold harmless, defend and fully and effectively indemnify Somansa against any claims, proceedings, damages, costs, expenses or other liability whatsoever arising out of, resulting from or relating to Customer use of the Licensed Products (including without limitation breach of Customer warranty in Clause 5.3) and/or any Suggestions.

6. DISCLAIMER OF WARRANTIES
EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN CLAUSE 5 ABOVE, SOMANSA AND ANY OF ITS THIRD-PARTY LICENSORS AND SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RELATION TO THE PRODUCT INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER AND CUSTOMER MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTIONS.

WITHOUT LIMITATION TO THE FOREGOING, SOMANSA DOES NOT WARRANT THAT THE PRODUCT WILL MEET CUSTOMERR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. SOMANSA DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL DETECT AND/OR CORRECTLY IDENTIFY AND/OR DISINFECT ALL THREATS, APPLICATIONS (WHETHER MALICIOUS OR OTHERWISE) OR OTHER COMPONENTS.

7. LIMITATION OF LIABILITY
7.1 CUSTOMER USE THE PRODUCT AT CUSTOMERR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOMANSA OR ANY OF ITS THIRD-PARTY LICENSORS AND SUPPLIERS BE LIABLE TO CUSTOMER FOR OR TO THOSE CLAIMING THROUGH CUSTOMER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, LOSS OF OR CORRUPTION OF DATA HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF SOMANSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS END-USER LICENSE AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND SOMANSA BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE LOWER OF THE FEE PAID BY CUSTOMER AND SOMANSA’S LIST PRICE FOR THE PRODUCT.

8. EXPORT CONTROL REQUIREMENTS
Customer hereby agree that Customer will use, disclose and/or transport the Product in accordance with any applicable export control laws and regulations and that Customer are solely responsible for fulfilling any applicable governmental requirements in connection with Customer use, disclosure and/or transport of the Product and relating to any transfer under Clause 3.3 above. Customer agree to indemnify and hold Somansa harmless from and against any claim, loss, liability or damage suffered or incurred by Somansa resulting from or related to Customer violation of this paragraph.

9. TERMINATION
Customer may terminate this End-User License Agreement at any time by destroying the Software and all copies of it. This End-User License Agreement and Customer rights under it will also terminate immediately if: (i) Customer fail to pay the Fee in accordance with the agreed payment terms; or (ii) Customer fail to comply with any of the terms and conditions of this End-User License Agreement; or (iii) if Customer take or suffer any action on account of debt or are insolvent. On termination of this End-User License Agreement, Customer must destroy the Software and all copies of it. Within one month after the date of termination of this End-User License Agreement, Customer must supply written certification to Somansa of the destruction by Customer of the Software and all copies of all or any part of it. All fees paid or payable are non-refundable to the extent allowed by applicable law.

10. CONFIDENTIALITY
10.1 The Software may include confidential information that is secret and valuable to Somansa and its licensors. Customer are not entitled to use or disclose that confidential information other than strictly in accordance with the terms of this End-User License Agreement. Somansa reserves the right to disclose details of the End-User License Agreement to third parties for publicity and promotional purposes and:-

10.1.1 Customer expressly give Somansa permission to include and publish Customer name and logo on lists of Somansa’s customers for the Licensed Products; and

10.1.2 Customer agree that Somansa may send emails to Customer to provide information and goods and services to Customer and to let Customer know about other goods and services in which Customer may be interested.

10.2 If Customer do not wish to give Somansa permission under Clause 11.1 and/or 11.2, Customer must notify Somansa by the date no later than seven days after the License Start Date specifying which permission is not granted.

10.3 Notwithstanding the foregoing, Somansa will only process personal information in accordance with the provisions of the Data Protection Act 1998.

11. GENERAL
11.1 Any reseller, distributor or dealer from whom Customer may have purchased the Product is not appointed or authorized by Somansa as its servant or agent. No such person has any authority, either express or implied, to enter into any contract or provide Customer with any representation, warranty or guarantee with or to Customer or to translate or modify this End-User License Agreement in any way on behalf of Somansa or otherwise to bind Somansa in any way whatsoever.

11.2 Customer agree that Somansa may use any technical information provided by Customer for its business purposes, including without limitation for product support and development.

11.3 Customer agree to pay the Fee in full in accordance with an invoice from Somansa, or an authorized reseller, distributor, or dealer, if applicable. Unless otherwise stated, the Fee is exclusive of any federal, state, municipal or other governmental taxes, duties, Licenses, fees, excises or tariffs. Customer agree to pay such taxes or, in lieu thereof, to provide an exemption certificate acceptable to Somansa and the applicable authority. Invoices may provide for interest to be paid on any sums not remitted by the due date.

11.4 Somansa may at its sole discretion subcontract any of its rights or obligations hereunder to any of its subsidiaries, resellers, distributors or dealers, as applicable.

11.5 Somansa may amend the terms and conditions of this End-User License Agreement at any time by reasonable notice which amended terms and conditions shall be binding upon Customer.

11.6 Failure by Somansa to enforce any particular term of this End-User License Agreement shall not be construed as a waiver of any of its rights under it.

11.7 The illegality, invalidity or unenforceability of any part of this End-User License Agreement will not affect the legality, validity or enforceability of the remainder.

11.8 If Customer and Somansa have signed a separate written software License agreement covering the use of the Product, the terms of such signed software License agreement shall take precedence over any conflicting terms of this End-User License Agreement. Otherwise this End-User License Agreement and the Schedule constitute the entire agreement between the parties in relation to the Product and its licensing and supersedes any other oral or written communications, agreements or representations with respect to the Product, save for any oral or written communications, agreements or representations made fraudulently.

11.9 This Agreement shall be governed by and interpreted in accordance with the laws of the state of California, U.S.A. without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the state of California. To the maximum extent permitted by law, Customer hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.

12. United States Government Restricted Rights
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable