S A N K H Y A Product : SANKHYA Varadhi - The Digital Bridge (TM) Version : 1.2 Edition : Varadhi XE (Cross Platform Edition) for C++ Varadhi SE (Standard Edition) for C++ End User Software License Agreement This software license ("License") contains rights and restrictions associated with the use of the accompanying software and documentation ("Software"). Read the License carefully before downloading an electronic copy, opening the seal on the media or installing the Software. By downloading an electronic copy, opening the seal of media or package containing the Software or installing the software you agree to the terms and conditions of this license agreement. Definitions: a) Porting-Source. Portions of the Software that are provided in C, C++ or Java source code form and listed in the file /PORTING_SOURCE. These may need minor changes or adaptations before they can be converted to binary form for specific platforms (CPU and Operating System). b) Varadhi-RTL. Portions of the Software that are provided in binary object or library form and associated license, configuration and build files. c) Varadhi-Platform. Varadhi-RTL present under one or more sub-directories in /platforms directory. Varadhi-Platform includes all software in binary object or library form present in additional platform directories created using the Varadhi Configuration Tool vconf and binary object files generated from Porting-Source. d) Customer-Application. Any software in the form of source code or binaries developed using the accompanying Software without violating the terms and conditions of this license. Customer Application includes any C, C++, WSDL or Java source code generated by the Software from IDL input files. e) Client-Application. An executable binary form of Customer-Application that uses only client functionality of SANKHYA Varadhi. f) Server-Application. An executable binary form of Customer-Application that uses server functionality of SANKHYA Varadhi. Customer-Application is deemed to use server like functionality if it uses any of the server side interfaces of SANKHYA Varadhi or when it uses the interface orb->resolve_initial_references() with the argument "RootPOA". Terms and Conditions: 1) Limited License Grant. a) Evaluation License Grant. Sankhya ("Licensor") grants to you ("Licensee") a non-exclusive non-transferable limited license to use the Software without fee for evaluation of the Software for a maximum period of 30 Days. Licensee may not copy or re-distribute the Software in whole or in part, either separately or included with a product. Licensee may make a maximum of one copy of the Software for archival purposes. The Licensee agrees to send information on any defects identified by the Licensee during the evaluation to Sankhya. Licensee further agrees to destroy all copies of Software, if he does not purchase a license prior to the end of the evaluation period. b) Limited Developer Subscription License Grant. Licensor grants to Licensee a non-exclusive non-transferable limited license to use the Software on a single Host CPU (Host CPU/Operating System) for the purpose of developing and deploying any number of Client-Applications for one Target platform (Target CPU/Operating System) for the Subscription Period specified in an attachment and not exceeding one year, upon payment of a Subscription License fee set forth in the attachment. Licensee may make a maximum of one copy of the Software for archival purposes. Licensee further agrees to destroy all copies of Software, if Licensee does not renew the subscription license prior to the end of the subscription period. c) Limited Developer License Grant. Sankhya grants to you ("Licensee") a non-exclusive, non-transferable limited license to use the Software on a single Host CPU (Host CPU/Operating System) upon payment of a Developer License fee set forth in an attachment, for the purpose of developing and deploying any number of Client-Applications for one Target platform (Target CPU/Operating System). Licensee may use the Software on additional Host CPU and platform upon payment of an additional Developer License fee as set forth in an attachment. Licensee may make a maximum of 4 copies of the Software for archival purposes. d) Limited Deployment License Grant. Sankhya grants Licensee a non-exclusive, non-transferable limited license to use the Software for the purpose of developing and deploying one Server-Application for a single platform (CPU/OS) upon payment of a Deployment License fee set forth in an attachment. Licensee may deploy the server application on additional platform or deploy additional Server-Application upon payment of an additional Deployment License Fee set forth in an attachment. Except as set forth above, Licensee may not use, copy or re-distribute the Software in whole or in part, either separately or included with a product. 2) Porting-Source Usage. a) The Licensee may make modifications to Porting-Source (hereinafter referred to as Porting-Changes) at his cost and recompile Porting-Source for the sole purpose of creating a Varadhi-Platform, provided the Licensee places appropriate comments in Porting Source clearly indicating such changes by Licensee. b) Licensee hereby agrees that all Title, Copyright and other worldwide Intellectual Property Rights in all Porting Source and Porting Changes shall be owned by Sankhya and the Licensee further agrees to help Sankhya in registering or asserting those rights. Licensee further agrees to promptly report all Porting Changes to Sankhya. 3) Ownership. Sankhya Technologies shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Software and any copies thereof. Licensee hereby assigns to Sankhya Technologies any such rights Licensee may have in and to the foregoing. All rights in and to the Software not expressly granted to Licensee in this Agreement are expressly reserved solely for Sankhya Technologies. 4) License Records, Checking and Auditing. Licensee agrees and acknowledges that Software may perform license checking to ascertain the presence of License Records or Keys. Licensee agrees to provide Licensor or its distributors necessary host or other such identification information required to generate License Records for use of Software by Licensee. Licensee agrees to maintain accurate written records of the location of each copy of the Software in Licensee's possession. To ensure compliance with the terms of this agreement, Licensor shall have the right, exercisable upon reasonable notice, to conduct an inspection and audit of such records and Licensee's computer systems and to obtain copies of such records, during Licensee's regular business hours at Licensee's offices, without unreasonably interfering with Licensee's normal business activities. In no event shall such activities be conducted more frequently than once in every six months. 5) Restrictions. Software is confidential copyrighted information of Sankhya and title to all copies is retained by Sankhya. Unless otherwise indicated in clause-2 above, Licensee shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software may not be leased, assigned, or sublicensed, in whole or in part. 6) Disclaimer of Warranty. Software and accompanying materials are licensed for Licensee's use "AS IS," without a warranty of any kind. Further, the Licensor does not warrant, guarantee or make any representations regarding the use, or the results of use, of the Software or the accompanying material in terms of correctiveness, accuracy, reliability, currentness, conformance to standards or otherwise. The risk as to the results and performance of the Software is assumed solely by the Licensee. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED. The above are the only warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, that are made by Licensor on this Software. No oral or written information or advice given by the Licensor, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and you may not rely on any such information or advice. 7) Limitation of Liability. Licensor, its distributors, dealers or employees SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR DISTRIBUTING SOFTWARE. IN NO EVENT WILL Licensor, its distributors, dealers or employees BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Disclaimer of Warranty and Limitation of Liability ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Sankhya AND Licensee. Sankhya WOULD NOT BE ABLE TO PROVIDE THE Software WITHOUT SUCH LIMITATIONS. 8) Indemnity. Licensee agrees that Licensee shall be responsible for providing any support for any Customer-Application developed and deployed by the Licensee. Licensee further agrees to indemnify Licensor, its distributors, dealers, and employees from any issues arising out or resulting from the use, performance or support of any Customer-Application. 9) Termination. Licensee may terminate this License at any time by destroying all copies of Software. This License will terminate immediately without notice from Sankhya if Licensee fails to comply with any provision of this License. Upon such termination, Licensee must destroy all copies of Software. 10) General, Choice of Law and Jurisdiction. Licensee shall not export or reexport the Software in violation of the export control laws of India or the United States and or any other Jurisdiction. Indian Law governs this agreement to the exclusion of all other laws and so also without any regard to the conflict of laws provisions. The Licensee hereby agrees that all disputes, disagreements, etc., shall be subject to the exclusive jurisdiction of the courts of Chennai, Tamilnadu, India and the jurisdiction of all other courts, tribunals, governments and governmental or international agencies situated anywhere in the worlds over such disputes and disagreements, etc., is specifically and voluntarily and consciously excluded by the parties by means of this agreement. If any legal action or proceeding is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled, except that the total liability of Licensor in all cases shall be limited to the License fee actually paid by Licensee, if any. 11) Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Sankhya's opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increases the liabilities of Sankhya, Sankhya reserves the right to terminate the License and refund the License fee actually paid by Licensee, if any, as Licensee's sole and exclusive remedy.