END-USER LICENSE Agreement for sqlShark SOFTWARE PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING, COPYING OR USING THE ACCOMPANYING SOFTWARE. BY INSTALLING, COPYING OR USING THE sqlShark SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT INSTALL, COPY OR USE THIS SOFTWARE. This sqlShark End-User License Agreement (this "Agreement") is a legal agreement between you ("Customer", either an entity or individual developer) and Dimentrix ("Dimentrix") regarding the use of the sqlShark software product accompanying this Agreement, including without limitation associated documentation ("Software Product"). 1. GRANT OF LICENSE Subject to the restrictions set forth in Section 2, Dimentrix hereby grants to Customer a non-transferable (except as set forth under Section 2.1(a)), limited, and non-exclusive license to use the Software Product, solely for Customer's internal business purposes, and subject to the terms and conditions set forth in this Agreement. 2. LICENSE RESTRICTIONS Customer shall abide by the following restrictions with respect to the type of license ordered, as indicated on customer Purchase Order: 2.1 PER-USER LICENSE. The Software Product is licensed for a specific number of named users as indicated in the Purchase Order. In the event that Customer is an entity, Customer must purchase one license for each user of the Software Product at Customer's entity that is using the Software Product. Use by additional users will be deemed a material breach of this Agreement. A single user may install the Software Product on as many as one computer at any given time. Access by persons other than authorized users will be a material breach of this Agreement. 2.2 TRANSFER. Licenses and user names may not be shared or used concurrently by different individual users. The license granted under Section 1 may only be transferred once every 30 days as expressly allowed in this Agreement. Customer may permanently and wholly transfer all rights under this Agreement, provided Customer (i) retains no copies (whole or partial) of the Software Product, (ii) permanently and wholly transfers any and all copies of the Software Product (including all component parts, the media and printed materials, any upgrades, this Agreement, and, if applicable, the Certificate of Authenticity) to the transferee, and (iii) the transferee first agrees to abide by all of the terms of this Agreement. If the Software Product is an upgrade, any transfer must include any and all prior versions of the Software Product and any and all of Customer rights therein, if any. 2.3 VIRTUALIZED USE. Customer may install one copy of the Software Product on a computer file server within Customer's internal network for the sole and exclusive purpose of using the Software Product through commands, data or instructions (e.g. scripts) from another desktop computer on Customer's internal network, provided that the total number of users who access or use the Software Product on such computer file server do not exceed the permitted number of Software Product authorized users indicated on the Purchase Order within a 30 day period. 2.4 ACADEMIC/EDUCATIONAL EDITION SOFTWARE. If an "Academic/Educational License" is indicated on Customer's Purchase Order, Customer's right to use the Software Product will be limited to the "Academic/Educational Edition" of the Software Product. Customer must be a Qualified Educational User to use the Software Product under this type of license, and use of the Software Product is limited to an Academic/Educational Use. For purposes of this Agreement, "Academic/Educational Use" means use for the benefit of the non-commercial, educational activities of an educational institution such as a university in classrooms or for non-commercial research purposes, excluding privately funded research, and "Qualified Educational Users" are limited to enrolled students, faculty, and staff. 2.5 EVALUATION LICENSE. If an "Evaluation License" is indicated on the Purchase Form, Customer may install one copy of the Software Product for the sole purpose of one user's evaluation of the Software Product for a period of no more than 14 days. The Software Product may contain a feature that will automatically disable it after expiration of this evaluation period. Customer shall not disable, destroy, or remove this feature of the Software Product, and any attempt to do so will be a material breach of this Agreement. As a condition of this Evaluation License grant, Customer represents and warrants that Customer has no other copies of the Software Product on any computer in its possession or control. Customer shall delete the evaluation copy received hereunder from all computers under its possession or control at the end of the evaluation period. Customer's continued use of the Software Product beyond the evaluation period shall be deemed Customer's acceptance of a license to the Software Product, and Customer shall pay Dimentrix any amounts due for any applicable license fees at Dimentrix's then-current list prices. 2.6 OTHER RESTRICTIONS. Except as explicitly authorized in this Agreement, Customer shall not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) modify, reverse engineer, decompile, or disassemble the Software Product except to the extent that the foregoing restriction is expressly prohibited by applicable law; (b) write or develop any derivative software or any other software program based upon the Software Product; (c) sell, lease, license, or sublicense the Software Product; (d) interfere with, remove, disable, or modify any license key or license monitoring mechanism in or provided with the Software Product; (e) allow access to the Software Product by any user other than Customer's employees, or otherwise provide or make the Software Product available to any third party without Dimentrix's prior written consent; or (f) use the Software Product to provide processing services to third parties, or otherwise use the Software Product on a "service bureau" basis; Customer may make one copy of the Software Product for back-up and archival purposes. Customer may not copy any documentation accompanying the Software Product. For the avoidance of doubt, Software Product upgrades and updates shall only be used to replace all or part of previous versions or releases of Software Product previously licensed to Customer. No additional licenses to the Software Product are granted upon Customer's receipt of upgrades or updates, or keys thereto. 3. MAINTENANCE AND SUPPORT 3.1 TERM AND TERMINATION OF MAINTENANCE AND SUPPORT. The initial purchase of a license to the Software Product for a user includes a one year subscription to receive maintenance and support services on behalf of such user, as set forth in this Section 3 ("Maintenance and Support"), commencing on the date Dimentrix sends electronic confirmation with registration and license key(s) to email address provided by customer. Customer may renew its Maintenance and Support subscription after the initial subscription period at Dimentrix's then-current rates. Dimentrix may refuse to renew Maintenance and Support upon no less than 12 months prior notice to Customer, in the event Dimentrix elects to generally discontinue maintenance and support of the Software Product. Termination of Maintenance and Support will not affect the term of the Software Product license. Dimentrix will in no event be required to provide Maintenance and Support for any version of the Software Product more than one major revision prior to the most current release. 3.2 MAINTENANCE DUTIES. For so long as Customer is current in the payment of all Maintenance Fees (as defined below), Dimentrix shall provide Maintenance and Support as specified in this Section 3. 3.3 MAINTENANCE AND SUPPORT SERVICES. Maintenance and Support means that Dimentrix will provide: (a) updates and upgrades to the Software Product, if any, made publicly available by Dimentrix to its maintenance and support customers during the term of Maintenance and Support, and (b) email assistance with respect to the Software Product, including (i) clarification of functions and features of the Software Product; (ii) clarification of the Software Product documentation; (iii) guidance in the operation of the Software Product; and (iv) error verification, analysis and correction to the extent possible by telephone. Dimentrix's standard hours of service are 8:00 a.m. through 6:00 p.m. Indian Standard Time except for business holidays as observed by Dimentrix. 3.4 ELIGIBILITY OF SOFTWARE. Maintenance and Support will not include services requested as a result of, or with respect to, the following, and any services requested as a result thereof will be billed to Customer at Dimentrix's then-current rates: (a) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control; (b) improper installation by Customer or use of the Software Product that deviates from any operating procedures established by Dimentrix in the applicable documentation; (c) modification, alteration or addition or attempted modification, alteration or addition of the Software Product undertaken by persons other than Dimentrix or Dimentrix's authorized representatives; or (d) software or technology of any party other than Dimentrix. 3.5 RESPONSIBILITIES OF CUSTOMER. Dimentrix's obligations under this Section 3 are subject to the following: (a) Customer shall provide Dimentrix with access to Customer's personnel and equipment during normal business hours. This access must include the ability to connect via Internet to the equipment on which the Software Product is operating and to obtain the same access to the equipment as those of Customer's employees having the highest privilege or clearance level. Dimentrix will inform Customer of the specifications of the modem equipment needed and Customer will be responsible for the costs and use of said modem equipment. (b) Customer shall provide supervision, control and management of the use of the Software Product. In addition, Customer shall implement procedures for the protection of information and the implementation of backup facilities in the event of errors or malfunction of the Software Product. (c) Customer shall document and promptly report all errors or malfunctions of the Software Product to Dimentrix. Customer shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Dimentrix. (d) Customer shall maintain a current backup copy of the Software Product and all related data. (e) Customer shall properly train its personnel in the use and application of the Software Product. (f) Customer shall designate a single point of contact for Maintenance and Support services. Upon Dimentrix's request, Customer shall provide proof, prior to delivery of Maintenance and Support services, that Customer has purchased licenses for users to be supported. 3.6 MAINTENANCE FEES. The "Maintenance Fees" shall be paid as set forth in Section 9. Maintenance Fees charged for each one-year period of Maintenance and Support shall be set forth in Dimentrix's price list in effect as of the date of invoice. The Maintenance Fee may be modified by Dimentrix for each renewal term by written notice to Customer at least 90 days prior to the end of the then-current term. Dimentrix may decline to renew Maintenance and Support at any time upon no less than one year's notice if Dimentrix generally discontinues its maintenance and support program for the Software Product. If Customer elects not to renew Maintenance and Support, Customer may re-enroll only upon payment of the annual Maintenance Fee for the coming year and all Maintenance Fees that would have been paid had Customer not terminated Maintenance and Support. 4. TERM AND TERMINATION 4.1 GENERAL. Customer may terminate this Agreement upon Dimentrix's receipt of written notice from Customer that Customer wishes to terminate this Agreement and has, on or before the date of such notice, deleted all copies of the Software Product installed on Customer's computers and within Customer's possession or control. Dimentrix may immediately terminate the software license granted hereunder if Customer (a) breaches any material term of this Agreement and does not cure such breach within 10 business days of receiving written notice thereof, or (b) ceases business operations, assigns its assets for the benefit of creditors, becomes bankrupt, or otherwise seeks to dispose of all or substantially all of its assets. Upon such termination, Customer shall immediately cease all use of, and delete or destroy all copies of the Software Product and the documentation in Customer's possession or control. 5. USAGE VERIFICATION, SOFTWARE ACTIVATION, AND LICENSE METERING 5.1 USAGE VERIFICATION. Customer verifies that it has completed a full audit of all use of all versions of the Software Product in its computer systems and that it has properly licensed all usage in all versions of the Software Product. At Dimentrix's request, but not more frequently than annually, Customer shall furnish Dimentrix with a document signed by Customer's authorized representative verifying that Customer's usage of the Software Product is in accordance with this Agreement, and identifying the users using the Software Product. Customer shall permit Dimentrix or its agents access to Customer's computer systems and physical facilities, to review Customer's deployment and use of the Software Product for compliance with the terms and conditions of this Agreement. Any such reviews shall be scheduled at least 15 days in advance, shall be conducted during normal business hours at Customer's facilities and shall not unreasonably interfere with Customer's business activities. If Customer's use of the Software Product exceeds the number of users for which Customer has purchased licenses, Customer shall pay for the additional licenses or license upgrades and the unpaid license fees at Dimentrix's then-current list prices, such amounts to be immediately due and payable, including, at Dimentrix's option, interest calculated from the date of the first unpermitted use. Additionally, if the unpaid fees exceed 5% of the license fees paid for the Software Product, the Customer shall also pay Dimentrix's reasonable costs of conducting the review. 5.2 SOFTWARE ACTIVATION. Dimentrix's Software Product may use Customer's internal network and Internet connection for the purpose of (a) transmitting license-related data at the time of installation, registration, use or update to an Dimentrix-operated license server and (b) validating the authenticity of the license-related data in order to protect Dimentrix against unlicensed or illegal use of the Software Product. Activation is based on the exchange of license related data between Customer's computer and the Dimentrix license server. Customer agrees that Dimentrix may use these measures to follow any applicable requirements. 5.3 LICENSE METERING. Dimentrix may include in the Software Product a built-in license metering module that helps the Customer avoid any unintentional violation of this Agreement. Customer acknowledges that such metering module may send Dimentrix on-line notification confirming use of the Software Product. Customer shall not disable, modify or interfere with the operation of any such module. Dimentrix may use the Customer's internal network for license metering between installed versions of the Software Product. 5.4 PIRACY AND REVERSE ENGINEERING OF LICENSE KEYS. Customer hereby represents and warrants that neither Customer nor any of its employees or contractors have attempted to circumvent, interfere with, or remove any license key or license metering mechanism in the Software, or used any computer under the ownership or control of Customer to do so, or assisted any third party to do so (including without limitation the purchase or download of counterfeit license keys). Breach of this Section will be a material breach of this Agreement. 6. INTELLECTUAL PROPERTY 6.1 INTELLECTUAL PROPERTY OWNERSHIP AND COPYRIGHT PROTECTION. Copyright and trademark laws and international treaty provisions protect the Software Product. Dimentrix retains all right, title, and interest in and to the Software Product, the accompanying printed materials, and any copies of the Software Product. Dimentrix reserves all rights not expressly granted herein. 6.2 ALTERATION OF TRADEMARK. Customer may not remove, modify or alter any Dimentrix copyright or trademark notice from any part of the Software Product, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software Product. 7. LIMITED WARRANTY 7.1 Dimentrix warrants that (a) the Software Product will, for a period of 90 days after the date of delivery, perform substantially in accordance with Dimentrix written performance specifications accompanying it on delivery (or otherwise published by Dimentrix), and (b) any Maintenance and Support services provided by Dimentrix shall be in substantial compliance with the written Maintenance and Support description provided to CUSTOMER by Dimentrix. 7.2 Dimentrix has performed generally recognized anti-virus scanning on the Software Product, and the version of the Software Product delivered to Customer is, as determined according to such scanning, free of viruses. . 7.3 CUSTOMER REMEDIES. In the event of any breach of warranty or other duty owed by Dimentrix, Dimentrix's entire liability and Customer's sole and exclusive remedy shall be, at Dimentrix's sole option, either (a) return of the price paid by Customer for the Software Product, if any, or (b) repair or replacement of the defective Software Product. Any replacement or repaired Software Product will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. This limited warranty will only apply if (1) the Software Product has been properly installed and used at all times in accordance with the instructions for use, (2) the Software Product has not been modified by Customer or any third party, and (3) the Software Product failure is not the result of accident, abuse, or misapplication. 7.4 NO OTHER WARRANTIES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE PRODUCT TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Dimentrix AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE PRODUCT. THE LIMITED WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. 8. LIMITATION OF LIABILITY CUSTOMER ASSUMES THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Dimentrix OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COST OF COVER OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE, USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE MAINTENANCE AND SUPPORT SERVICES, EVEN IF Dimentrix HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH CLAIM IS BASED ON TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, OR BREACH OF CONTRACT. IN ANY CASE, Dimentrix'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT CUSTOMER ACTUALLY PAID TO Dimentrix FOR THE SOFTWARE PRODUCT OR SERVICES DIRECTLY RELATING TO SUCH CLAIM. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. THE FOREGOING MONETARY LIMITATION AND/OR COMPENSATION EXCLUDES FRAUD, GROSS-NEGLIGENCE AND WILLFUL MISCONDUCT ON THE PART OF Dimentrix. 9. INFRINGEMENT INDEMNITY 9.1 So long as Customer is in full compliance with this Agreement, Dimentrix shall defend, or at its option, settle any and all claims, demands, or lawsuits brought against Customer ("Claims"), and pay any related third party damages costs, and expenses (including, without limitation, reasonable legal fees) arising from or incurred by reason of any infringement or alleged infringement of any copyright or trade secret by the provision or use of the Software Product. 9.2 In the event of a Claim, Dimentrix may, at its own option and discretion, take one or more of the following actions: (a) procure for the benefit of Customer the right to continue to use the Software Product as described in this Agreement; or (b) modify or replace the Software Product so that there is no further infringement, provided that such modification or replacement will not substantially decrease the functionality of the Software Product. In the event neither (a) nor (b) are reasonably possible, Dimentrix may terminate this Agreement and refund to Customer all license fees and current Maintenance and Support fees paid for the Software Product. 9.3 Dimentrix's obligations under this Section 9 are subject to Customer allowing Dimentrix sole control of the defense, assistance with such defense at Dimentrix's expense, and timely written notice of the Claim. 10. FEES AND PAYMENT The Software Product license fees and then-current annual Maintenance and Support fees (collectively, "Fees") will be due and payable in full to Dimentrix no later than 30 days after the date of Dimentrix's invoice. Payment must be accompanied by the Contract Reference Number indicated on the invoice, and be addressed and sent to the billing contact and address indicated on the invoice. Any amounts not paid within 30 days will be subject to interest charges of 1% of the overdue amount per month, or the highest rate allowable under law, whichever is less. The fees paid by Customer exclude all applicable use and other taxes and all applicable export and import fees, customs duties and similar charges. Fees are expressed in US Dollars, and are non-refundable. 11. GENERAL PROVISIONS 11.1 CONSENT TO JURISDICTION AND FORUM SELECTION. This Agreement will be interpreted and construed in accordance with the laws of state of Maharashtra and India, without regard to conflict of law principles. The parties hereby consent to the personal and exclusive jurisdiction of the state and federal courts located in Pune, Maharashtra for resolution of any disputes arising out of this Agreement. 11.2 COMPLIANCE WITH LAWS. This Agreement is expressly made subject to any laws, regulations, orders or other restrictions on the export from the India of the Software Product or of information related thereto which may be imposed from time to time by the Government of India . Customer's use of the Software Product must be strictly in accordance with law. Customer shall obtain any required non-Indian governmental authorizations, including without limitation any import licenses and foreign exchange permits, and, if applicable, shall file or register this Agreement with the appropriate authorities. 11.3 SEVERABILITY; WAIVER. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way and the invalid or unenforceable provision shall be enforced to the full extent permitted. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. 11.4 SUCCESSORS AND ASSIGNS. Customer may not assign its rights (voluntarily or by operation of law in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets) or delegate its duties under this Agreement without Dimentrix's written consent. 11.5 ENTIRE AGREEMENT AND AMENDMENT. This Agreement and the Exhibits attached hereto set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. This Agreement shall control over any conflicting provisions of any Customer purchase order or other similar business form, and such conflicting provisions are expressly rejected, unless specifically acknowledged and agreed to by the parties in writing.