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End User License Agreement

IMPORTANT: THIS AGREEMENT IS PROOF OF YOUR RIGHT TO USE ELINA’S ENPAQ SOFTWARE AND CONTAINS ADDITIONAL INFORMATION CONCERNING PRODUCT WARRANTY AND LIMITATIONS OF LIABILITY. PLEASE READ IT CAREFULLY.

This End-User License Agreement (“EULA”) is a legal agreement between you and the business entity you represent (collectively “CUSTOMER”) and Elina Networks Private Limited (hereinafter “ELINA”). Elina is willing to grant you the following rights.

ELINA IS WILLING TO GRANT YOU THE FOLLOWING RIGHTS TO USE THE SOFTWARE ONLY UPON ONLY IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE BINDING YOURSELF TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN ELINA IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND (A) DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, OR, IF THE SOFTWARE IS SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM ELINA OR AN AUTHORIZED ELINA RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL END USER PURCHASER.

1.  DEFINITIONS: The software incorporated in or supplied and accompanying documentation, shall collectively termed “Elina Software”. The term “Licensed Software” is understood to specially include any and all Licensed Software and Documentation but specifically does not include open-source components. “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the Software and made available by Elina with the Software in any manner (including on CD-Rom, printed, or on-line). “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Elina. “Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. “License keys” shall mean activation codes provided directly by Elina or its partners that are used by licensed users of the Elina Software to activate its functionality for an authorized Computer. An authorized Computer is identified by a signature build of hardware parts unique serial numbers or alternatively, a USB dongle.

2.  OWNERSHIP: The Elina Software is and shall remain a proprietary product of Elina. Elina shall retain ownership of all patents, copyrights, trademarks, trade names, trade secrets and other proprietary rights relating to or residing in the Elina Software. Except for the license grant provided in Section 3, you shall have no right, title or interest in or to the Elina Software. The Elina Software is licensed, not sold, to you for use only under the terms of this Agreement. All rights not specifically granted in this EULA are reserved by Elina.

3.  GRANT OF LICENSE: Elina grants you a non-transferable (except as set forth in this Section) non-exclusive, restricted right to use the Elina Software solely in connection with the operation of the Equipment for your own internal business purposes. You may install and use a copy of the Software on your compatible computer, up to the Permitted Number of computers. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You understand that Elina may update the Elina Software at any time and in doing so incurs no obligation to furnish such updates to you pursuant to this Agreement. You may transfer the license to use the Elina Software provided the buyer or transferee agrees to be bound by the terms and conditions of this Agreement.

4.  RESTRICTIONS: Elina reserves all rights in the Elina Software not expressly granted to you. Except as permitted in Section 3, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the Elina Software, nor permit any other party to do any of the foregoing. You may not remove from the Elina Software, or alter, any of the trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Elina Software. To the extent permissible by applicable law, you may not derive or attempt to derive the source code of the Elina Software by any means, nor permit any other party to derive or attempt to derive such source code. To the extent permissible by applicable law, you may not reverse engineer, decompile, disassemble, or translate the Elina Software or any part thereof.

5.  LIMITED WARRANTY: Elina warrants to the person or entity that first purchases a license for the Software for use pursuant to the terms of this license, that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following receipt of the Software when used on the recommended hardware configuration. Non-substantial variations of performance from the Documentation does not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO UPDATES, PRE-RELEASE, TRYOUT, PRODUCT SAMPLER, OR NOT FOR RESALE (NFR) COPIES OF SOFTWARE. To make a warranty claim, you must return the Software to the location where you obtained it along with proof of purchase within such ninety (90) day period. Elina does not warrant that the functions contained in the Elina Software will meet your requirements or that the operation of your Elina Software will be uninterrupted or error free. This limited warranty is void if failure of the Elina Software to conform with the warranty, has resulted from improper installation, testing, misuse, neglect, accident, fire or other hazard, or any breach of this Agreement.

6.  LIMITED REMEDIES: In the event of a breach of the foregoing limited warranty, you must return the Elina Software to Elina or the Elina authorized reseller that provided you with the Elina Software, postage prepaid, before the expiration of the warranty period, with a copy of the invoice for the unit. Elina's sole and exclusive obligation and your sole and exclusive remedy shall be, at Elina's sole discretion, to either:

• Provide a replacement copy of the Elina Software or
• Refund the amount you paid for the Elina Software and terminate this Agreement. Any replacement copy of the ELINA Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer

7.  NO OTHER WARRANTIES: OTHER THAN THE FOREGOING LIMITED WARRANTY, ELINA HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

8. LIMITATION OF LIABILITY: ELINA'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT PAID BY YOU DIRECTLY TO ELINA OR PAID BY YOU TO ELINA THROUGH AN AUTHORIZED RESELLER. ELINA SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF DATA, EQUIPMENT DOWNTIME OR LOST PROFITS), EVEN IF ELINA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY PROVISIONS CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF ELINA'S BARGAIN HEREUNDER, AND ELINA WOULD NOT BE ABLE TO PROVIDE THE ELINA SOFTWARE TO YOU ABSENT SUCH LIMITATIONS.

9.  Open Source Software Components:  The License Software is shipped in the same medium as open source software components that are specifically not covered by this Agreement. This EULA only covers software components that have been developed and are propriety of Elina. The Open Source software components aggregated in the same medium as Licensed Software have their own end user license agreements.

10.  GENERAL TERMS:

• The Warranty and the End User License shall be governed by and construed in accordance with the laws of India, without reference to or application of choice of law rules or principles. You hereby consent to the exclusive jurisdiction and venue of the courts in Bangalore, India to resolve any disputes arising under this Agreement.
• No Elina reseller, agent or employee is authorized to make any amendment to this Agreement.

Elina and other trademarks contained in the Software are trademarks or registered trademarks of Elina Networks Private Limited. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.