END USER LICENSE AGREEMENT

This End-User License Agreement (“EULA”) is a legal agreement between the LICENSEE and the manufacturer, USL Software (“USL SOFTWARE ”) and its successors and assigns for LICENSED SOFTWARE.

By installing and using the LICENSED SOFTWARE, you agree to be bound by all of the terms and conditions of this EULA. If you do not agree to the terms of this EULA, you may not install or use the LICENSED SOFTWARE. The LICENSEE acknowledges that this is legally binding agreement and the LICENSEE will take any necessary advice in relation to this agreement prior to installing and using the LICENSED SOFTWARE. This LICENSE shall govern all and any use of the LICENSED SOFTWARE saves set out herein.

This Software is owned and copyrighted by USL SOFTWARE; your license confers no title or ownership in the Software. You may make a copy of this software solely for back up purposes. Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of USL SOFTWARE.

The software that is subject to this End User’s License Agreement (EULA) is licensed, not sold, to the LICENSEE by USL SOFTWARE on the terms and conditions

a) “LICENSOR” – shall mean USL SOFTWARE
b) “LICENSEE” – you (in your individual capacity or on behalf of an incorporated company only).
c) “LICENSED SOFTWARE” – the “Mail Extractor Pro”, “Mail Extractor Max”, “OLM Extractor Pro” and “PST Extractor Pro” for the purpose of “email conversion / email migration”,
Computer software, License key
Written materials, files relating to the LICENSED SOFTWARE
Upgrades, modified versions, updates, additions, and copies of the LICENSED SOFTWARE, if any (collectively, “Updates”).
GRANT OF LICENSE
Subject to the terms and conditions of the EULA, USL SOFTWARE shall grant to LICENSEE a license, non-exclusive, non-transferable, to use the “LICENSED SOFTWARE” for the purpose of “Mail Backup, Mail Archiving, Previewing of mails and mail archive files”. LICENSEE shall not, however, transfer or Sublicense the LICENSED SOFTWARE to any third party, in whole or in part, in any form, whether modified or unmodified. The LICENSEE shall not use the LICENSED SOFTWARE except for the purposes defined in the contract. The LICENSEE shall not reproduce any part of this software either in part or full or in any form the present software developed by the LICENSOR, there by the LICENSEE agreeing to the reasonable restriction of maintaining the exclusivity of the software developed by the LICENSOR.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
Activation. The LICENSED SOFTWARE contains technological measures that are designed to prevent its unlicensed or illegal use. The LICENSED SOFTWARE may contain enforcement technology that limits LICENSEE’s ability to install LICENSED SOFTWARE. If any such applicable activation procedure(s) are not followed, then the LICENSED SOFTWARE may only operate for a finite period of time. If LICENSEE has any problem with the activation process, LICENSEE should contact USL SOFTWARE customer support. The absence of any activation measures shall not be taken to mean that USL SOFTWARE consent to any use of the LICENSED SOFTWARE beyond the uses permitted in this Agreement.
Copies. LICENSEE may make one copy of the LICENSED SOFTWARE for backup or archival purposes only, provided that such copies shall be used only for internal purposes and are not republished or distributed to any third party.
Transfer. LICENSEE may not sell, assign, or transfer the LICENSED SOFTWARE or the License granted by this Software Agreement without prior written consent of USL SOFTWARE
PROHIBITED USES.
(1) LICENSEE shall not translate, sub-license, rent, lease, transfer or loan all or any portion of the LICENSED SOFTWARE or Documentation;

(2) LICENSEE shall not create any derivative works from all or any portion of the LICENSED SOFTWARE or Documentation without prior written consent of USL SOFTWARE. LICENSEE shall not use the LICENSED SOFTWARE to develop software toolkits, libraries or components.

(3) LICENSEE shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the LICENSED SOFTWARE.

(4) LICENSEE shall not use a previous version of the LICENSED SOFTWARE after receiving an upgraded version as a replacement to the prior version (in such case you must destroy the prior version with immediate effect.)

(6) LICENSEE shall not remove or obscure USL SOFTWARE’s copyright or trademark notices, or the copyright and trademark notices of third parties that USL SOFTWARE has included in the LICENSED SOFTWARE or Documentation; and

(7) LICENSEE shall not use the LICENSED SOFTWARE to host applications for third parties, as part of a facility management, timesharing, service provider, or service bureau arrangement;

(8) LICENSEE shall not use the LICENSED SOFTWARE in any manner not expressly authorized by this Software Agreement.

(9) ALL LICENSES ARE SUBJECT TO THE FOLLOWING CONDITION:

Under no circumstances shall the compiled version or any modification or variation thereof whatsoever of the LICENSED SOFTWARE be used, in whole or in part, as the basis for creating a product which is in any way competitive with a USL SOFTWARE product. To avoid any doubt you shall not solicit, canvas, approach or accept any approach from any person with a view to utilizing the LICENSED SOFTWARE to compete with the business of USL SOFTWARE in any way or otherwise be concerned with or interested in (whether as trustee, principal, agent, shareholder, unit holder or in any other capacity) any business which uses the LICENSED SOFTWARE to carry on the same, substantially similar to or competitive with the business of USL SOFTWARE or be employed by, work for or contract or consult to (directly or indirectly, whether or not for remuneration, and in any capacity) any business which uses the Code to carry on business the same, substantially similar to or competitive with the business of USL SOFTWARE.

CONSIDERATION TO USL SOFTWARE
LICENSEE shall pay, the license fees. License fees do not include any shipping, duties, bank fees, sales, use, excise or similar taxes due. If LICENSOR is required to pay any such amounts, LICENSEE shall reimburse LICENSOR in full. The original and any copies of the LICENSED SOFTWARE, made by LICENSEE, including translations, compilations, partial copies, modifications, and updates, are the property of USL SOFTWARE.

INTELLECTUAL PROPERTY OWNERSHIP
The LICENSED SOFTWARE and any authorized copies that LICENSEE makes are the intellectual property of, and are owned by USL SOFTWARE. The structure, organization, and code of the LICENSED SOFTWARE are the valuable trade secrets and confidential information of USL SOFTWARE. The LICENSED SOFTWARE is protected by law, including without limitation, the copyright laws of India and other countries, and by international treaty provisions. Except as expressly provided in this Software Agreement, LICENSEE is not granted any intellectual property rights in the LICENSED

PROPRIETARY RIGHTS
LICENSEE recognizes that USL SOFTWARE regards the LICENSED SOFTWARE as its proprietary information and as confidential trade secrets of great value. LICENSEE agrees not to provide or to otherwise make available in any form the LICENSED SOFTWARE, or any portion thereof, to any person other than employees of LICENSEE without the prior written consent of USL SOFTWARE. LICENSEE further agrees to treat the LICENSED SOFTWARE with at least the same degree of care with which LICENSEE treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the LICENSED SOFTWARE.

PROOF OF COMPLIANCE
Within 30 calendar days after request from USL SOFTWARE, or USL SOFTWARE’s authorized representative, LICENSEE will provide full documentation, and certify under penalty of perjury, that LICENSEE’s use of any and all LICENSED SOFTWARE is in conformity with this EULA.

TERMINATION
USL SOFTWARE may terminate this EULA, if LICENSEE is in default of any of the terms and conditions of this Agreement set forth in clause 3 and fails to correct such default within ten (10) days after notice thereof from USL SOFTWARE. In the event of termination, whereupon all rights granted to LICENSEE shall immediately cease and shall be liable to USL SOFTWARE for any and all losses suffered by USL SOFTWARE as a result of such breach or otherwise recoverable under the terms of this LICENSE AGREEMENT.

TERMINATION CERTIFICATE
LICENSEE will immediately discontinue use of the LICENSED SOFTWARE. Within one (1) month after termination of this Agreement, LICENSEE will furnish to USL SOFTWARE a certificate, which certifies with respect to each of the LICENSED SOFTWARE that, the original and all copies, in whole or in part and in any form, of each of the LICENSED SOFTWARE have been destroyed. The provisions of Sections 5, 7, 10, 14, and 15 hereof shall survive any termination of this Agreement.

TECHNICAL SUPPORT
USL SOFTWARE will provide support limited to reported issues and bugs as and when reported and is not obligated by this EULA to provide LICENSEE with any technical support services that are out of the scope of the core functionality relating to the LICENSED SOFTWARE; This scope will be entirely decided by a qualified support engineer of USL SOFTWARE however, LICENSEE may order additional support services for an additional charge as USL SOFTWARE may offer from time to time during the term of this EULA.

USL SOFTWARE shall have no obligation to support

(a) Altered, damaged or modified LICENSED SOFTWARE (except as authorized by USL SOFTWARE) or any portion of the LICENSED SOFTWARE incorporated into other software,

(b) LICENSED SOFTWARE that is not the then current or immediately previous sequential release.

(c) Problems caused by LICENSEE’s negligence, abuse, or misapplication, or use of the LICENSED SOFTWARE other than as specified in user documentation or other causes beyond the control of USL SOFTWARE, or

(d) LICENSED SOFTWARE installed on a system that is not supported by USL SOFTWARE. USL SOFTWARE shall have no liability for any changes in LICENSEE’s hardware, which may be necessary to use the LICENSED SOFTWARE.

(e) Problems, which are out of scope of the Main workflow, scope will be decided by LICENSOR’s Authorized Engineer after Analyzing and reproducing the reported issue and will be deemed final by LICENSEE.

USL SOFTWARE reserves the right to change its technical support guidelines and procedures provided USL SOFTWARE provides LICENSEE with at least ten (10) days prior notice of such changes.

SURVIVAL OF DISCLAIMERS
The exclusions of warranties and liability limitations shall survive the termination of this EULA, howsoever caused; but this survival shall not imply or create any continued right to use the LICENSED SOFTWARE after termination of this EULA.

LIMITATION OF LIABILITY
In no event will USL SOFTWARE, or USL SOFTWARE suppliers, be liable to LICENSEE for any damages, claims, or costs whatsoever, or for any consequential, indirect, incidental damages, or any lost profits or lost savings, even if a representative of USL SOFTWARE or one of USL SOFTWARE’s suppliers has been advised of the possibility of such loss, damages, claims, or costs, or for any claim by any third party. These limitations and exclusions apply to the extent permitted by applicable law in LICENSOR’s jurisdiction. In applicable jurisdictions where liability cannot be so excluded for LICENSED SOFTWARE, but may be limited, USL SOFTWARE’s liability, and that of its suppliers, shall be limited to the total of fifty US dollars (U.S. $49.00).

NO WARRANTY ON LICENSED SOFTWARE
The LICENSED SOFTWARE is provided to LICENSEE “AS IS.” USL SOFTWARE, and USL SOFTWARE suppliers, makes no warranty as to its use or performance. USL SOFTWARE, AND USL SOFTWARE SUPPLIERS, MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS

(EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE).

SUCCESSORS
This EULA will be binding upon and will apply to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

SEVERABILITY
In the event any provision of this EULA is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.

ACKNOWLEDGEMENT
The LICENSEE acknowledges that the LICENSED SOFTWARE is designed to interact with and modify the properties of files, although unlikely, this may cause errors and the LICENSEE acknowledges that USL SOFTWARE recommends that the LICENSEE convert their files. USL SOFTWARE will not be liable for any loss associated with such an issue nor shall it be considered as a defect of the LICENSED SOFTWARE.

SOFTWARE UPDATES.
If the LICENSED SOFTWARE is an Update to previous version, LICENSEE must possess a valid License to the previous version. Any Update provided to LICENSEE is made on a License exchange basis such that LICENSEE agrees, as a condition for receiving an Update, that LICENSEE will terminate all of LICENSEE’s rights to use any previous version of the LICENSED SOFTWARE. However, LICENSEE may continue to use the previous version only to assist in transitioning to the Updated version. Once an Update has been released, USL SOFTWARE may cease support for prior versions, without any notice to LICENSEE. The terms of this LICENSE AGREEMENT shall survive any update save for any new term agreed between the LICENSEE and USL SOFTWARE, which directly replace any term of this LICENSE AGREEMENT.

GOVERNING LAW/FORUM
This EULA shall be governed and interpreted by the laws of India and the appropriate venue and jurisdiction for the resolution of any disputes shall be exclusively the Jurisdiction of Courts of Chandigarh, India only. Both parties hereby consent to submit to the exclusive jurisdiction of Courts of Chandigarh only.

EXCLUSIVE ASSIGNMENT
This EULA and the license granted by the LICENSOR are for the exclusive assignment to the LICENSEE only.

RESERVATION OF RIGHTS.
USL SOFTWARE reserves all rights not expressly granted to LICENSEE by this EULA. The rights granted to LICENSEE are limited to USL SOFTWARE’s intellectual property rights, and to the intellectual property rights of third parties licensed by USL SOFTWARE, and do not include any intellectual property rights.

ENTIRE AGREEMENT
This EULA constitutes the entire agreement between the LICENSEE and USL SOFTWARE relating to the LICENSED SOFTWARE, and it supersedes all prior or contemporaneous representations, discussions, undertakings, communications, agreements, arrangements, advertisements, and understandings regulating to the LICENSED SOFTWARE.

REPUTATIONS AND FURTHER CONFIDENTIALITY
LICENSEE agrees that the reputation of USL SOFTWARE is of paramount importance agrees not to do any act or make any public statement that would endanger, harm or diminish the reputation of USL SOFTWARE or cause USL SOFTWARE any commercial damage. This term shall apply to all agents, servants or related entities of the LICENSEE as if they were the actions of the LICENSEE themselves.