CYNAPTA END USER LICENSE AGREEMENT

Review the terms and conditions of Cynapta software licenses and other terms and conditions before use of Cynapta software products.

BY CLICKING THE "ACCEPT" BUTTON, OR BY INSTALLING OR USING THE CEREBRATA SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" BUTTON, AND DO NOT INSTALL OR USE ANY PART OF THE CEREBRATA SOFTWARE.

END USER LICENSE AGREEMENTS

This license agreement ("Licence") is a legal agreement between you (an individual or business, also referred to as "Licensee", "You" or "Your") and Cynapta Software Private Limited ("Cynapta"). Your use of ‘Cerebrata’ branded software products are based on this License and other terms and conditions in effect for the product at the time of purchase. You will be asked to agree to the terms of the applicable agreement at the time that you obtain or install the software product.

Please be aware, however, that your purchase is subject to the particular agreement that accompanied the software product at the time of purchase and that you must agree to the terms and conditions of that agreement when you install the Software or set up the product. Be certain to read the applicable agreement carefully before you install the Software or set up the product.

IF YOU DO NOT WISH TO AGREE TO THESE TERMS AND CONDITIONS, EITHER DESTROY OR RETURN, INTACT, THE SOFTWARE PACKAGE, CONTAINING THE CD, DISK, OR ELECTRONIC MEDIA, TOGETHER WITH THE OTHER COMPONENTS OF THE PRODUCT TO THE PLACE OF PURCHASE FOR A REFUND OF THE PURCHASE PRICE. EXCEPT FOR A RETURN OF THE SOFTWARE AS DESCRIBED ABOVE OR LIMITED WARRANTY UNDER SECTION 11 BELOW, CYNAPTA WILL NOT PROVIDE A REFUND OF THE PURCHASE PRICE OF THE SOFTWARE FOR ANY REASON.

 

1. DEFINITIONS:

"End User Product" means an Output File, which contains the Cerebrata Run-Time, generated by You. Examples of End User Products include the courseware, presentations, demonstration files, interactive multimedia material, interactive entertainment products and the like.

"Cerebrata Run-Time"" means that portion of the Software required in order for the End User Product to operate on hardware on which the Software itself is not resident.

"Not For Resale (NFR) Version"" means a version, so identified, of the Software to be used to review and evaluate the Software, only.

"Cynapta"" means Cynapta Software Private Limited, and its licensors, if any.

"Cerebrata" means Cerebrata branded products made by Cynapta, and its licensors.

"Output File" means an output file generated by You using the Software.

"Software" means the Software included on the CD, disk, or electronic media provided with this License along with all accompanying documentation.

"Source Code" is defined as the materials provided in human readable format, whether unmodified or modified by You.

"Trial Version" means a version of the Software, so identified, to be used only to review, demonstrate and evaluate the Software for a limited time period. The Trial Version may have limited features, may lack the ability for the end-user to save the end product, and will cease operating after a predetermined amount of time due to an internal mechanism within the Trial Version.

 

2. PROPRIETARY RIGHTS:

The Software and any accompanying documentation are the proprietary products of Cynapta or its licensors and are protected under national laws and international treaty provisions. Ownership of the Software and all copies, modifications, translations, and merged portions thereof shall at all times remain with Cynapta or its licensors. Cynapta, for itself and on behalf of its licensors, hereby reserves all intellectual property rights in the Software, except for the rights expressly granted in this Agreement. You may not remove or alter any trademark, logo, copyright or other proprietary notice in or on the Product. This license does not grant you any right to use the trademarks, service marks or logos of Cerebrata, Cynapta or its licensors.

 

3. GRANT OF LICENSE:

Cynapta grants you a non-exclusive license to use the executable code version of the Software. This Agreement will also govern any software upgrades provided by Cynapta that replace and/or supplement the original Software, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.

 

4. LICENSE RESTRICTIONS:

A. If you receive your first copy of the Software electronically, and a second copy on media, then you may use the second copy only in accordance with Your applicable License stated in this Agreement, or for backup or archival purposes. You may not provide the second copy to another user.

B. You may NOT: (i) use or copy the Software except as provided in this Agreement; (ii) rent or lease the Software to any third party; (iii) assign this Agreement or transfer the Software without the express written consent of Cynapta; (iv) modify, adapt, or translate the Software in whole or in part except as provided in this Agreement; (v) reverse engineer, decompile, or disassemble the Software; (vi) attempt to modify or tamper with the normal function of a license manager that regulates usage of the Software; (vii) distribute, sublicense or transfer the Source Code form of any components of the Materials, Redistributables and Sample Source and derivatives thereof to any third party except as provided in this Agreement; or (viii) distribute, redistributables except as part of a larger program that adds significant primary functionality different from that of the Redistributables.

C. Without the express prior written permission of Cynapta, you may NOT (i) use, copy, modify, merge, alter, electronically or otherwise, the Software or documentation except as expressly permitted in this License; (ii) translate, reverse program, disassemble, decompile, "unlock", decode, or otherwise reverse engineer the Software, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of Software provided in object code form only; or (iii) resell, transfer, rent, lease, or sublicense the Software and your associated rights. Under no circumstances shall you grant further redistribution rights to the end-users of your solution.

D. The scope and duration (time period) of your license depends on the type of license you obtained from Cynapta.

i. EVALUATION LICENSE: If you are using the Software under the control of an Evaluation license, you as an individual may use the Software only for internal evaluation purposes and only for the term of the evaluation time period, which is controlled by the license key code for the Materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, YOU MAY NOT DISTRIBUTE ANY PORTION OF THE MATERIALS, AND THE APPLICATION AND/OR PRODUCT DEVELOPED BY YOU MAY ONLY BE USED FOR EVALUATION PURPOSES AND ONLY FOR THE TERM OF THE EVALUATION PERIOD. You may install copies of the Materials on an unlimited number of computers provided that you are the only individual using the Materials and only one copy of the Materials is in use at any one time. A separate license is required for each additional use and/or individual user in all other cases. Cynapta will provide you with a license code key that enables the Software for an Evaluation license. If you are an entity, Cynapta grants you the right to designate one individual within your organization to have the sole right to use the Software in the manner provided above.

ii. NONCOMMERCIAL-USE LICENSE: If you are using the Software under the control of a Noncommercial-Use license, you as an individual may use the Software only for non-business use where you receive no fee, salary or any other form of compensation. The Materials may not be used for any other purpose, whether "for profit" or "not for profit." Any work performed or produced as a result of use of the Software cannot be performed or produced for the benefit of other parties for a fee, compensation or any other reimbursement or remuneration. You may install copies of the Software on an unlimited number of computers provided that you are the only individual using the Materials and only one copy of the Software is in use at any one time. A separate license is required for each additional use and/or individual user in all other cases. Cynapta will provide you with a license code key that enables the Software for a Noncommercial-Use license. If you obtained a time-limited Noncommercial-Use license, the duration (time period) of your license and your ability to use the Software is limited to the time period of the obtained license, which is controlled by the license key code for the Software. If you are an entity, Cynapta grants you the right to designate one individual within your organization to have the sole right to use the Software in the manner provided above.

iii. SINGLE-USER LICENSE: If you are using the Software under the control of a Single-User license, you as an individual may install and use the Software on an unlimited number of computers provided that you are the only individual using the Software and only one copy of the Software is in use at any one time. A separate license is required for each additional use and/or individual user in all other cases. Cynapta will provide you with a license code key that enables the Software for a Single-User license. If you obtained a time-limited Single-User license, the duration (time period) of your license and your ability to use the Software is limited to the time period of the obtained license, which is controlled by the license key code for the Software. If you are an entity, Cynapta grants you the right to designate one individual within your organization to have the sole right to use the Software in the manner provided above.

iv. NODE-LOCKED LICENSE: If you are using the Software under the control of a Node-Locked license, you may use the Software only on a single designated computer by no more than the authorized number of concurrent users. A separate license is required for each additional concurrent user and/or computer in all other cases. Cynapta will provide you with a license code key that enables the Software for a Node-Locked license up to the authorized number of concurrent users. If you obtained a time-limited Node-Locked license, the duration (time period) of your license and your ability to use the Software is limited to the time period of the obtained license, which is controlled by the license key code for the Software.

v. FLOATING LICENSE: If You are using the Software under the control of a Floating license, you may (a) install the Software on an unlimited number of computers that are connected to the designated network and (b) use the Software by no more than the authorized number of concurrent users. A separate license is required for each additional concurrent user and/or network on which the Software is used. Cynapta will provide you with a license code key that enables the Software for a Floating license up to the authorized number of concurrent users. If you obtained a time-limited Floating license, the duration (time period) of your license and your ability to use the Software is limited to the time period of the obtained license, which is controlled by the license key code for the Software.

vi. CLUSTER SYSTEM LICENSE: If You are using the Software under the control of a Cluster System license, (a) You may install the Software on an unlimited number of computers provided that all such computers are part of a single cluster system and (b) if you are an entity you must designate from within your organization individuals, up to and not exceeding the authorized number of users, to have the sole right to use the Software, and you must limit the use of the Software to only those designated individuals. A separate license is required for (c) each additional cluster system on which the Software are used, and (d) each additional designated individual user exceeding the authorized number of users. Cynapta will provide you with a license code key that enables the Software for a Cluster System license up to the authorized number of individual uses/users. If You obtained a time-limited Cluster System license, the duration (time period) of your license and your ability to use the Software is limited to the time period of the obtained license, which is specified in the Materials and/or controlled by the license key code for the Materials.

E. DISTRIBUTION: Distribution of the Software is also subject to the following limitations: You (i) shall be solely responsible to your customers for any update or support obligation or other liability which may arise from the distribution, (ii) shall not make any statement that the product is "certified", or that its performance is guaranteed, by Cynapta, (iii) shall not use Cynapta name or trademarks to market your product without written permission, (iv) shall prohibit disassembly and reverse engineering, (v) shall not publish reviews of Software designated as beta without written permission by Cynapta, and (vi) shall indemnify, hold harmless, and defend Cynapta and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from your distribution of any product.

F. SOFTWARE TRANSFER: You may permanently transfer all of your rights under this Agreement only with Cynapta's prior written permission.

 

5. TERMINATION:

If You breach this Agreement your right to use the Software will terminate immediately and without notice, but all provisions of this Agreement except Paragraph 3 (Grant of License) will survive termination and continue in effect. Upon termination, you must destroy all copies of the Software. Cynapta reserves the right to discontinue at any time any product/ software, shall it be offered individually or as a part of the product suite. You may terminate this License at any time by destroying all copies of the Software and the accompanying documentation.

 

6. TRIAL VERSION:

If you are evaluating the Software, you may use the Software as described herein for thirty (30) days, but only in a test or evaluation environment. You would still require a license key to install with your Software. Trial Software will be a fully functional software. You are entitled to limited email based support for trial Software.

 

7. DOCUMENTATION:

Any scripting documentation provided in conjunction with the Software may be used only in conjunction with the software licensed to You by Cynapta. You may not copy, distribute, license or sublicense the scripting documentation. You may only use the scripting documentation in accordance with this License.

 

8. UPDATES AND SUPPORT:

You are eligible for free upgrades (e.g. v.1.0 to v.1.1), patches, and bug-fixes for the Software that Cynapta makes generally available at www.cerebrata.com. Software labeled as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this LICENSE. If you have purchased a "Subscription" option along with the Software you are entitled to receive all version updates for the Software for a limited period of 1 (one) year from the date of purchase. Cynapta will make best efforts to provide technical support. For current policies, fee structure and support go to www.cerebrata.com, or contact Cynapta.

 

9. DELIVERY:

Cynapta shall deliver to Licensee a master copy of the Software licensed hereunder in electronic files only. Documentation shall also be provided in electronic format.

 

10. COPYRIGHT:

All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, incorporated into the Software), the accompanying printed materials, and any copies of the Software and any trademarks or service marks of Cerebrata are owned by Cynapta. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This License grants You no rights to use such content. The Software and documentation are protected by Indian and international copyright laws. The product contains copyrighted software of Cynapta, all rights reserved. You agree not to remove any Cynapta or copyright notices from the Software or documentation without prior written consent of Cynapta.

 

11. LIMITED WARRANTY:

Cynapta warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days. Cynapta does not warrant that the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that the program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee's failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the Software by any person or entity other than Cynapta. In the event of a breach of warranty, Licensee 's sole and exclusive remedy, is repair of all or any portion of the Software. If such remedy fails of its essential purpose, Licensee's sole remedy and Cynapta's maximum liability shall be a refund of the purchase price for the defective Software only. This limited warranty is only valid if Cynapta receives written notice of breach of warranty after the warranty period expires.

 

12. LIMITATION OF LIABILITY:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CYNAPTA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, CYNAPTA'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEE PAID TO CYNAPTA FOR THE PRODUCT GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. CYNAPTA IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN A PRODUCT UPON SHIPMENT FROM CYNAPTA IS FOR TESTING USE ONLY AND CYNAPTA HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. THE EXTENT OF CYNAPTA'S LIABILITY FOR THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH THEREIN.

 

13. GOVERNING LAW:

This Licence shall be governed by the laws of India, without regard to conflict of laws principles. This Licence may only be modified by a written document signed by the party or parties to be bound. Except as may be specified in such written agreement, this is the entire agreement between Licensee and Cynapta and all other terms are rejected. You agree not to use, ship, or export the Software in violation of law.

 

14. ENTIRE AGREEMENT:

You agree that this Agreement expresses the entire understanding between You and Cynapta, and supersedes all other communications, oral or written, relating to the Software.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS LICENCE AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS LICENCE AGREEMENT'S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR ANY WRITTEN SEPARATE AGREEMENTS BETWEEN CYNAPTA AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.