E-Valuate SOFTWARE LICENSE AGREEMENT

1.
The Period for the Software (terms defined in the Delivery Note) will commence on the Effective Date of the first usage date. This is a legally binding Agreement between the Service Provider and the End User. By way of signature hereunder OR start of the usage of the software, the End User agrees to all of the terms and conditions stated in this Agreement.

2.
The Software is owned by the Service Provider and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. THE SOFTWARE IS LICENSED, NOT SOLD. The Software is licensed to the End User free of charge during the Period.

3.
The following terms and conditions apply exclusively to the Software:

3.1.
Definitions: "Agreement" means this agreement read together with the Service Provider Use Rights. "Authorized Use" means the specified Licensed Level at which End User is authorized to execute or run the Trail Software as stipulated in the Delivery Note. "Confidential Information" means, with respect to the Service Provider, all information that the Service Provider protects against unrestricted disclosure to others, including but not limited to the Service Provider Materials, including without limitation the following information regarding the Software: computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Software; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Software. "End User" shall have the meaning given to that term in the Delivery Note. "Documentation" means the Service Provider's documentation that is delivered or made available to the End User with the Software under this Agreement. "Intellectual Property Rights" means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired. "Service Provider" shall have the meaning given to that term in the Delivery Note. "Service Provider Materials" means any software, programs, tools, systems, data or other materials made available by the Service Provider to the End User in the course of the performance under this Agreement including, but not limited to, the Software and Documentation, as well as any information, materials or feedback provided by the End User to the Service Provider relating to the Software and Documentation. "Service Provider Use Rights" means the use rights that are defined in the Service Agreement for the Software on our online terms and conditions page.

3.2.License:

3.2.1.
The Software provided to the End User under this Agreement is subject to the End User's compliance with all the terms and conditions of this Agreement and the corresponding Service Agreement for the Software found on our online terms and conditions page. The Service Provider grants to the End User a limited, non-exclusive, non-transferable subscription-based license to use the Software and the Service Provider Materials solely as provided by the Service Provider for the purpose of internal and evaluation of the Software for the Period. The use of the Software by the End User is subject to the Licensed Levels stipulated in the Delivery Note.

3.2.2.
The Service Provider shall install or configure the Application on local or cloud environment operated by the Service Provider via a private network or the internet (the "Hardware"). The End User shall be entitled to access and use the Software using License credentials provided by the Service Provider. The Software will remain on the Hardware for the Period.

3.2.3.
The End User shall indemnify, defend and hold harmless the Service Provider and its licensors and suppliers for any claim arising from the End User's use of the Software: (i) in breach of this Agreement; or (ii) in breach or infringement of third party rights.

3.2.4.
THE END USER'S RIGHT TO USE THE SOFTWARE SHALL BE EFFECTIVE FROM THE EFFECTIVE DATE FOR THE PERIOD. NOTICE OF EXPIRATION WILL NOT ACTIVELY BE GIVEN. THE END USER AGREES TO DESTROY THE SERVICE PROVIDER MATERIALS, THE SOFTWARE AND ALL COPIES MADE OF IT WITHIN 10 (TEN) DAYS OF THE END OF THE TRAIL PERIOD.

3.2.5.
If the End User desires to use the Software after the Period, it will need to acquire a valid license of the production version of the Software, to which a charge will apply. The SOFTWARE is "NOT FOR PRODUCTION USE". The End User may not demonstrate, test, examine, evaluate or otherwise use the Software in a live operating environment or with data that has not been sufficiently backed up. The Software shall not be used for any purposes other than evaluation and testing of the Software. Configurations created for non-production use, evaluation and testing shall not be used for projects outside the Period.

3.2.6.
This license does not permit the End User to: (i) use the Service Provider Materials to provide services to third parties (e.g. business process outsourcing, service bureau applications or third party training); (ii) lease, loan, resell, sublicense or otherwise distribute the Service Provider Materials; (iii) distribute or publish keycode(s); (iv) make any use of or perform any acts with respect to the Service Provider Materials other than as expressly permitted in accordance with the terms of this Agreement; (v) use software components other than those specifically identified herein as the Software, even if it is also technically possible for the End User to access other software components; (vi) modify the Software; (vii) use the Software or the Service Provider Materials for any purposes that are competitive with the Service Provider; (viii) use the Trail Software for productive purposes or otherwise use, copy, modify or distribute the Trail Software except as expressly permitted in this Agreement; (ix) use any of the Service Provider Materials or the Software components, files, modules, audio-visual content, or related licensed materials separately from the Trail Software; (x) use the Trail Software for commercial application hosting; or (xi) benchmark or disclose the results of any benchmark test of the Software to any third party without the Service Provider's prior written approval. This Agreement incorporates by reference any use restrictions, notices and pass-through terms with respect to the Software set forth in the Service Provider Use Rights. Any reference to ‘the Agreement' shall include the relevant use restrictions, notices and pass-through terms contained in the Service Provider Use Rights. The End User acknowledges it has had the opportunity to review the Service Provider Use Rights prior to accepting this Agreement.

3.2.7.
The Software is licensed solely for Standalone Use. "Standalone Use" means the Software may not be used to access, directly or indirectly, in any manner whatsoever, any other software and/or third-party software licensed from the Service Provider, or an authorized reseller, distributor, OEM or other authorized partner of the Service Provider or its licensor, unless such software or third-party software explicitly allows such access.

3.2.8.
All rights not expressly granted are reserved by the Service Provider. Software used for other than the approved usage will be considered a breach of this Agreement.

3.3.Auditing and Reporting:

3.3.1.
Upon reasonable notice, the Service Provider may time-to-time audit the End User's use of the Software and the End User's compliance with the terms of this Agreement. The End User is responsible for a) ensuring that it does not exceed its Authorized Use, and b) remaining in compliance with the terms and conditions of this Agreement. Upon the Service Provider's request, the End User agrees to provide all information reasonably necessary for the Service Provider to conduct the audit. The audit will be conducted in a manner that minimizes disruption to the End User's business, and may be conducted during normal business hours. The Service Provider may use an independent auditor to assist with such verification, provided the Service Provider has a written confidentiality agreement in place with such auditor. The End User will cooperate reasonably with the Managed Service Provider's audit request and procedures.

3.3.2.
The Service Provider will notify the End User in writing if any such verification indicates that the End User has used any Trail Software in excess of its Authorized Use or is otherwise not in compliance with the terms and conditions of this Agreement. The End User agrees to promptly pay directly to the Service Provider the charges that the Service Provider specifies in an invoice for a) any such excess use, b) support for such excess use, and c) any additional charges and other liabilities determined as a result of such verification.

3.4. Warranty:

3.4.1.
As the Software is provided to the End User free of charge, the End User does not guarantee or warrant any features or qualities of Software or give any undertaking with regard to any other quality. No such warranty or undertaking shall be implied by the End User from any description in the Software or any available documentation or any other communication or advertisement for the Software except to the extent that the Service Provider has expressly confirmed a specific quality in writing. In particular, the Service Provider does not warrant that the Software will be available uninterrupted or permanently. All warranty claims are subject to the limitation of liability stipulated below.

3.4.2.
THE SOFTWARE IS LICENSED TO THE END USER "AS IS", WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF THE SERVICE PROVIDER. THE SERVICE PROVIDER MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE WHATSOEVER, INCLUDING BUT NOT LIMITED TO THOSE RELATED TO NON- INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. THE END USER SHALL ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, AVAILABILITY, PERFORMANCE, DATA LOSS, AND UTILITY IN A TEST ENVIRONMENT.

3.5. Liability:

3.5.1.
Irrespective of the legal reasons, the Service Provider shall only be liable for damages occurred under this Agreement if such damage (i) is caused by intentional misconduct of the Service Provider; or (ii) consists of bodily injury. In all other cases, neither the Service Provider nor its employees, agents, suppliers, licensors and subcontractors shall be liable for any kind of damage or claims hereunder.

3.5.2.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL THE SERVICE PROVIDER AND ITS AGENTS, SUPPLIERS, LICENSORS AND SUBCONTRACTORS BE LIABLE TO THE END USER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES.

3.6. Intellectual Property Rights:

3.6.1.
Reservation of Rights. The Service Provider Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of the Service Provider or its or their licensors, subject to any rights expressly granted to the End User in terms of this Agreement. The End User is not permitted to modify or otherwise make derivative works of the Software. Any such unauthorized works developed by the End User, and any Intellectual Property Rights embodied therein, shall be the sole and exclusive property of the End User.

3.6.2.
Protection of Rights. The End User shall not copy, translate, disassemble, or decompile, nor create or attempt to create the source code from the object code of the Software in any manner. Reverse engineering of the Software and other Service Provider Materials is prohibited, except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation. The End User is permitted to back up data in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Software. Backup copies on transportable discs or other data media must be marked as backup copies and bear the same copyright and authorship notice as the original discs or other data media. The End User must not change or remove any copyright and authorship notices.

3.6.3.
Indemnification. The End User shall defend (at its sole expense) the Service Provider and its affiliates and licensors against claims brought against the Service Provider by any third party arising from or related to any use of the Software or service used to host the Software in violation of any applicable law or regulation; or (ii) an allegation that the End User's use of the Software or service used to host the Software in violation of this Agreement violates, infringes or misappropriates the rights of a third party. The End User will pay damages finally awarded against the Service Provider (or the amount of any settlement the End User enters into) with respect to such claims and will pay reasonable attorney's fees in connection with such defense. The foregoing shall apply regardless of whether such damage is caused by the conduct of the End User or by the conduct of a third party using the End User's access credentials.

3.6.4.
Export: The End User is prohibited from exporting the Trail Software. In addition, the Software is subject to international export control regulations. The End User confirms that: a) it will not use the Software for and will not allow the Software to be used for, any purposes prohibited by law, b) it will not download or otherwise export or re-export the Software, directly or indirectly, to persons on the above-mentioned lists.

3.7. Support:

3.7.1.
The Service Provider has no obligation to provide maintenance and support for the Software and no service level agreements apply. The Service Provider may offer support for the Software – at its sole discretion – by e.g. provisioning of updates, patches, bug fixes and new versions according to the Service Provider's then current existing support offerings without notice to the End User.

3.7.2.
To assist the Service Provider in isolating the cause of a problem with the Trail Software, the Service Provider may request that the End User a) allow the Service Provider to remotely access the End User's system or b) send the End User information or system data to the Service Provider. However, the Service Provider is not obligated to provide such assistance unless the Service Provider and the End User enter a separate written agreement under which the Service Provider agrees to provide to the End User that type of support, which is beyond the Service Provider's obligations in this Agreement.

3.7.3.
The End User remains responsible for a) any data and the content of any database the End User makes available to the Service Provider, b) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data), and c) backup and recovery of any database and any stored data. The End User will not send or provide the Service Provider access to any personally-identifiable information, unless such data is masked, and will be responsible for reasonable costs and other amounts that the Service Provider may incur relating to any such information mistakenly provided to the Service Provider or the loss or disclosure of such information by the Service Provider, including those arising out of any third party claims.

3.8. Term and Termination:

3.8.1.
The Service Provider shall be entitled to terminate the End User's licenses to use the Software if the End User fails to comply with any of the terms of this Agreement. This Agreement terminates automatically upon the expiration of the Period. In case of termination or expiration of this Agreement, the End User must immediately cease use of the Trail Software and destroy all copies of the Software in its possession within 10 (ten) days of the end of the Trail Period, if any.

3.8.2.
THE TRAIL SOFTWARE MAY CONTAIN A DISABLING DEVICE THAT WILL PREVENT IT FROM BEING USED AFTER THE TRAIL PERIOD ENDS. THE END USER AGREES NOT TO TAMPER WITH THE DISABLING DEVICE OR THE TRAIL SOFTWARE. THE END USER SHOULD TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE TRAIL SOFTWARE CAN NO LONGER BE USED.

3.9. Confidentiality:

3.9.1.
Use of Confidential Information. The End User shall not reproduce the Service Provider Confidential Information in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Service Provider Confidential Information by the End User shall remain the property of the Service Provider and shall contain any and all confidential or proprietary notices or legends that appear on the original. With respect to the Confidential Information the End User: a) shall take all Reasonable Steps (defined below) to keep all Service Provider Confidential Information strictly confidential; and b) shall not disclose any Service Provider Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. As used herein "Reasonable Steps" means those steps the End User takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Service Provider Confidential Information disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.

3.9.2.
Exceptions. The above restrictions on the use or disclosure of the Service Provider Confidential Information shall not apply to any Confidential Information that: a) is independently developed by the End User without reference to the Service Provider's Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; b) has become generally available to the public without breach of this Agreement by the End User; c) at the time of disclosure, was known to the End User free of restriction; or d) Service Provider agrees in writing is free of such restrictions.

3.10.
General. This Agreement may not be assigned, transferred or delegated by the End User to any entity. This Agreement constitutes the entire, conclusive and complete statement of agreement between the Service Provider and the End User (the "Parties"). All previous representations, discussions and written communications are superseded by this Agreement and the Parties disclaim any reliance on such representations, discussion and/or written communications. This Agreement may not be amended or modified and any term or obligation may not be waived except in writing signed by a duly authorized representative of each Party. If any term of this Agreement is found to be invalid or unenforceable, the surviving provisions shall remain effective. Neither Party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed due to circumstances beyond its reasonable control. This Agreement shall be governed by law of Democratic Socialist Republic of Sri Lanka. The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement is Colombo, Sri Lanka. All notices or reports which are required to be given under and in terms of this Agreement will be in writing and will be deemed to be duly given when delivered to the address provided by each Party as set out in the Delivery Note. The End User authorizes the Service Provider and its subsidiaries and their successors and assigns to store and use the End User's business contact information wherever they do business, in connection with the Service Provider's products and services, or in furtherance of the Service Provider's business relationship with the End User.