MPHASIS CORPORATION, SOFTWARE ACCESS LICENSE AGREEMENT
IMPORTANT; READ THIS LICENSE AGREEMENT CAREFULLY BEFORE ACCESSING THE SOFTWARE THAT IS SUBJECT TO THIS AGREEMENT. BY ACCESSING OR USING THIS SOFTWARE, LICENSEE ACKNOWLEDGE THAT LICENSEE HAS READ THIS LICENSE AGREEMENT, THAT LICENSEE UNDERSTAND IT, AND THAT LICENSEE AGREE TO BE BOUND BY ITS TERMS. IF LICENSEE DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT INSTALLING THE SOFTWARE.
1. Software Definition. The term “Software” shall mean all computer programs and related documentation provided by Mphasis Corporation (“Licensor”) via AWS Marketplace website for You or entity You represent (the “Licensee”) to access.
2.  Limited License Terms and Conditions.
(a)	Grant of License.  Licensor grants Licensee a non-exclusive, non-transferable, non-sub-licensable, fee-bearing, limited license to access the Software as software as a services under the terms and conditions stated herein. The Company reserves the sole right to modify the terms and conditions of this License Agreement or its policies relating to the Software at any time, effective upon posting of an updated version of this License Agreement on AWS Marketplace website or other notification. Licensee acknowledges that certain components of the Software may be covered by so-called “open source” software licenses (“Open Source Components”), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses. In the event of a conflict between this License Agreement and any open source software licenses, the open source software licenses will prevail with respect to the Open Source Components that is the subject of such open source software licenses.
(b)	License Restrictions.  Licensee shall not, and shall not permit any third party to: (i) use the Software except to the extent permitted in Section 3(a); (ii) modify or create any derivative work of any part of the Software; (iii) permit any parent, subsidiaries, affiliated entities or third parties to use the Software; (iv) disassemble, decompile, or reverse engineer the Software or otherwise attempt to gain access to the source code to the Software (or the underlying ideas, algorithms, structure or organization of the object code in the Software), except to the extent expressly permitted by applicable law; (v) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease,  loan, assign or otherwise transfer to a third party the Software or any copy thereof, in whole or in part; or (vi) use the Software for third-party training, commercial time-sharing or any commercial and non-commercial use. (vii) Licensee may not claim rights to any of the Software or full version of the Software without payment of subscription fees. 
(c) 	Term and Termination.  This License Agreement remains valid and stays valid during the period for which the subscription or user access fee has been paid by the Licensee.  This License Agreement shall be terminated by the Licensor immediately upon notice of any breach by Licensee of the provisions of this Agreement. Upon termination as soon as practicable following any termination or expiration of this Agreement (and in no event more than two (2) business days thereafter), Licensee shall promptly cease accessing the Software and return to Licensor or delete all copies of the Software, including any copies of computer programs on magnetic media and any written materials, if any.
4. Confidentiality. Licensee acknowledge that the Software contains proprietary information and trade Secrets of the Licensor, including without limitation Licensor code and its underlying logic and concepts (“Confidential Information”). Licensee shall prevent and not allow any confidential Information or materials to be disclosed, used, sold, assigned, leased, sublicensed, commercially exploited marketed in any way or manner by Licensee (its employees, agents, affiliates, subsidiaries or representatives, if applicable); and Licensee shall not permit any such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating any key related to the Software. Without limitation of the forgoing, all Confidential Information shall be protected by the Licensee from disclosure to other with at least the same degree of care as that which is accorded to Licensee’s own proprietary information, but in no event less than reasonable care. 
5.  Ownership of Software. Licensee agrees that Licensor owns all rights, title and interest, including but not limited to copyright, patent, trade secret, and all other intellectual property rights, in the Software and any changes, modifications or corrections to the Software made by Licensor.  
 6. Acknowledgment by Licensee; Disclaimer of Other Warranties.  Licensee and Licensor agree that the Software is provided “AS IS” and that Licensor makes no warranty as to the Software.  LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE RELATED TO THE SOFTWARE, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT.
7. Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL AND INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR WILL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER PARTY.  THE LICENSOR’S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE, DOCUMENTATIONS, SERVICES AND/OR DELIVERABLES, OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE APPLICABLE FEES PAID BY THE LICENSEE UNDER THIS AGREEMENT.
8. No Assignment. Licensee shall not assign or otherwise transfer this Agreement or any rights or obligations hereunder in any manner.  Licensor shall have the right to assign this Agreement.
9.  Survival of Terms.  The provisions of Sections 3 (b), 3(e), 4, 5, 7, 9 and 10 will survive termination or expiration of this Agreement. 
 10.  Governing Law, Attorney Fees and Severability.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.  In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable