1.             Definitions.

a)             Derivative Works shall mean works that are prepared in connection with, based upon or derived from the Software or other proprietary material, including without limitation, a revision (e.g. updates and upgrades), modification, customization, enhancement (e.g. creation of new micro-services or interfaces), improvement (e.g. additional content or metadata within existing feature or functionality), additions (e.g. new feature or functionality), interfaces (including stand-alone interface code), adapters, translation, abridgment, condensation, expansion or any other form in which such material or any proprietary portion thereof may be recast, transformed, or adapted.

b)             Documentation shall mean related user manual, installation manual, release notes, specification of APIs, support and any other documentation and any updates thereof made available by TCS along with or in connection with the Software

c)             Target Environment Licensee's processing computer system hardware, software and operating environment required for the operation and Use of the Software as described in the relevant documentation.

d)            Use shall mean operating the Software in object code (machine readable form) and in case where Software which is downloaded, use shall include the acts of installing, executing, processing, loading and storing of data by Licensee in connection with the evaluation of the Software in accordance with the terms of this Agreement; and in case where Software is made available as a service by telecommunication over the Internet, access and use of the Software and to the extent applicable, use shall also include the act of transmitting and processing data by Licensee in for evaluation of the Software in accordance with the terms of this Agreement.

2.             Evaluation Terms.

a)             Subject to the terms and conditions set forth in this Agreement, and in consideration of the Licensee's acceptance thereof, TCS grants to Licensee a non-exclusive, personal, non-transferable, non-sub licensable, non-commercial, limited in time, right use the Software, within premises and computer systems in Your possession and control, for a period of thirty (30) days ("Evaluation Period") only for the limited purpose of Licensee's internal evaluation and testing and not for production or other productive use in any manner whatsoever, in accordance with instructions and guidelines provided in the accompanying Documentation, or as may be specified by TCS from time to time. All fixes, patches, upgrades and updates for the Software that TCS may (in its sole discretion) provide shall be deemed to be the part of and treated as Software licensed hereunder. Licensee expressly acknowledges that the Software may include an internal clock function that may cause the Software to become inoperable or inaccessible at the end of the evaluation period and that access to and use of the Software after expiration of the evaluation period may be prevented.

b)             Where the Software is accessed and used as a service, Licensee may be required to download or install software provided by TCS or any third party. If such software is provided by a third party, the usage shall be governed by the terms and conditions of such third party. If such software is provided by TCS, the usage shall be governed by the terms and conditions of this Agreement and Licensee agrees not to use such software for any purpose other than to facilitate or enable Licensee's access and use of the Software as a service. If such software is required to integrate and/or configure the Software and/or the service with any third party software applications, the Licensee shall be responsible for procuring appropriate licenses for such third party software applications and complying with the applicable terms and conditions of respective third parties.

c)          In particular, and without limitation, the Licensee represents, warrants and covenants, that it shall NOT and shall not permit others to:

-       use, copy or modify, enhance or create derivative works of the Software or any portion thereof, except as expressly permitted in this Agreement;

-       sell, license, sublicense, assign, transfer, distribute or timeshare the Software or otherwise grant any right under this Agreement to any third party, without the prior written consent of TCS;

-       reverse engineer, disassemble, de-compile, tamper, recreate, enhance or modify the Software and/or the service or any part thereof;

-       remove, alter, obscure or otherwise render illegible any of TCS's logo, trademark, copyright notice or other proprietary or confidentiality markings that may be placed on the  Software or any component or output thereof;

-       override access authorization and access controls for the License's access and Use to the Software as may be prescribed by TCS or circumvent, bypass, delete or remove any form of protection, or usage, functionality or technical restrictions or limitations, or to enable functionality disabled by TCS, in connection with the Software

-       use the access rights granted herein to gain or attempt to gain unauthorized access to other computer systems accessible via the internet, any portion of the Software and/or service for which Licensee has not been expressly authorized to use pursuant to this Agreement, or software or computer systems belonging to others which is also hosted by TCS;

-       use the Software and/or the service to store or transmit malicious code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;

-       Use the Software and/or the services in any manner or for any purpose that violates any applicable law or the rights of others;

-       interfere with or disrupt the integrity or performance of any Software and/or the service or data contained therein;

-       perform or disclose any security testing, including without limitation, penetration testing, remote access testing, network discovery, vulnerability scanning, password cracking, etc., of the Software and/or the service or associated infrastructure without TCS' prior written consent;

-       interface or link or include, without express written permission, the Software with any other systems or applications or services other than those agreed in writing and in accordance with the documentation provided by TCS;

-       use any public software or open source software in connection with Software and/or the service in any manner that requires, pursuant to the license applicable to such public or open source software, that the Software be disclosed or distributed in source code form, or made available free or charge to recipients, or modifiable without any restriction by recipients;

-       access and use of the Software for any business of any affiliate of Licensee; or

-       access or use the Software and/or the service for purposes of competitive or comparative analysis, the development, provision or use of a competing software service or product or any other purpose that is to the TCS's detriment or commercial disadvantage.

d)          Licensee shall be responsible for all activity occurring under its control and ensure that they abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with their use of the Software, including those related to data privacy, international communications and the transmission of technical or personal data. Licensee shall not export or re-export any software or technical data (or direct products thereof) provided under this Agreement in violation of any applicable export control laws and regulations. Licensee shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized Use of the Software; (b) the security of its information systems used to Use the Software and/or the service; and (c) for its users' compliance with the terms of this Agreement. Licensee acknowledges and agrees that where Software is provided as a service or Licensee requests some support from TCS (which TCS may provide in its sole discretion), the Licensee Data (as hereinafter defined) may be transferred or stored outside the EEA (European Economic Area) or the country where the Licensee and/or its authorized users are located in order to carry out the services and TCS's other rights under this Agreement.

e)          Licensee remains responsible for any and all data, test data, test scripts, information, materials and content of any database input / uploaded / stored / processed or otherwise made available by it and transmission, transfer, archival, conversion or use of any and all data (including personally identifiable data) and/or introduced into the Software and/or the Service, by or on behalf of the Licensee ("Licensee Data"). All rights, title and interests in the Licensee Data shall always remain with Licensee and TCS shall not have any rights in the Licensee Data except as stated herein. To the extent any Licensee Data is required to be used in the operation and/or performance of Software and/or the services hereunder, the Licensee hereby grants to TCS a non-exclusive, irrevocable, worldwide, fully paid up and royalty free right and license to use, copy, display, sublicense and distribute such Licensee Data. Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Licensee Data, and TCS shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to store or process any Licensee Data. Licensee agrees that all Licensee Data will be in format compatible with the Software and/or the service. No data back-up or service is made available under this Agreement and the same shall be at the sole responsibility of the Licensee.

f)              If TCS processes any personal data on Licensee's behalf when performing its obligations under this Agreement, such as those submitted by You or collected by TCS e.g. Internet protocol ("IP") address used to connect your computer to the Internet (which may allow us to identify your geographic location) at the time of registering for or downloading the Software, the Parties record their intention that the Licensee shall be the data controller and TCS shall be a data processor and in any such case:

-       the Licensee acknowledges and agrees that the personal data may be transferred or stored outside the EEA (European Economic Area) or the country where the Licensee and its authorised users are located in order to carry out the services and TCS's other rights under this Agreement;

-       the Licensee shall ensure that the Licensee is entitled to transfer the relevant personal data to TCS so that TCS may lawfully use, process and transfer the personal data in accordance with this Agreement;

-       the Licensee shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

-       TCS shall process the personal data in accordance with the terms of this Agreement and its Privacy Policy available at www.tcs.com; and

-       each Party shall take appropriate technical and organisational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

g)          Licensee agrees that TCS may, upon notice of at least five (5) days, audit Licensee's Use of Software for compliance with the terms & conditions of this Agreement and agrees to provide access (including remote access) to sites/equipment where Software is used/installed and/or supply all relevant information necessary for such audit. If any audit reveals Licensee to be in breach of this Agreement, TCS shall be entitled to terminate the license granted hereunder, without prejudice to any other rights or remedies TCS may have under this Agreement or otherwise.

h)          As between TCS and Licensee, Licensee shall be responsible for (a) acquisition, installation and maintenance of the Target Environment; (b) complying with the applicable terms and conditions of the respective third party products used in Target Environment (c) choice, installation, use and maintenance of any third party software not forming part of the Software, which is and/or to be used in relation to the Software, (d) making regular back-ups of Licensee's data processed via the Software, and (e) complying with any laws or regulations applicable to Licensee's industry that are generally not applicable to licensed product providers.

3.          Delivery. TCS shall deliver the Software via electronic means only. Delivery acceptance of the Software shall be considered to be complete within one (1) days of the delivery of the access credentials or download thereof, whichever is earlier, unless within that period the Licensee makes a report to the contrary to TCS.

4.          Confidential Information. Licensee acknowledges and agrees that the Software (including the operation of or methods, techniques, underlying technology, tools or processes used in creating, developing, customizing, implementing, configuring, integrating, applying or maintaining the Software), pricing therefor, and any plans or roadmaps provided by TCS constitutes confidential information of TCS. Licensee agrees to hold the all information and data relating thereto (collectively, the "Confidential Information") in confidence. Licensee may (i) use the Confidential Information only for the purpose stated in Section 1(a) and (b), and (ii) disclose the Confidential Information only to its employees who have a need to know and who have been advised of and are bound by confidentiality obligations no less protective than the provisions herein. Licensee agrees to take reasonable steps to protect the Confidential Information from misappropriation or misuse. Licensee shall notify TCS immediately if Licensee learns of any misappropriation, or unauthorized use or disclosure of the Confidential Information. However, this restriction does not apply to information which: (a)  Licensee independently developed without reference to or use of the Confidential information of TCS; (b) is in public domain without breach of the confidentiality obligation or made public by TCS; (c) is disclosed with TCS' prior written approval; or (d) is revealed pursuant to court order or process of law provided Licensee gave as much advance written notice to TCS as possible regarding the disclosure and cooperated in obtaining injunctive reliefs against such disclosure.

5.          Ownership and Proprietary Rights.

a)          Customer acknowledges and agrees that TCS and / or its licensors does and will continue to own all intellectual property and intellectual property rights in or attached to the Software and Documentation, including without limitation, in or attached to any Derivative Works of the Software and the Documentation, whether solely or jointly conceived, or even if made for the Licensee.  Nothing contained herein shall be construed as a transfer, assignment or conveyance by TCS to Customer of the ownership, interest or title to the intellectual property or intellectual property rights in or attached to the Software, Documentation or any Derivative Works thereof. The Customer only receives the right to Use for the Term explicitly granted by TCS to Customer hereunder.

b)          Licensee acknowledges and agrees that TCS shall have the right to collect, use, disclose, publish, or otherwise exploit without restriction or compensation to Licensee, including without limitation, in future releases or further developments, any technical data relating to the use of the Software, comments or feedback that Licensee provides regarding the Software, Documentation or the service and reference the license granted to the Customer; or any and all knowledge and information arising out of use of the Software (including Derivative Works, if any), Documentation or the service by the Customer.

6.          Third Party Software.

a)          Notwithstanding the Use grant in Section 2, Customer acknowledges that certain components of the Software may be covered by so-called "open source" software licenses ("Open Source Software" or "OSS"). Open Source Software, if any, contained in this Software and the use thereof, shall be subject to the terms and conditions of the relevant open source license agreement only. Open Source Software and related information (including relevant notices) for the currently licensed version of the Software are mentioned in the accompanying Documentation. To the extent the terms of the licenses applicable to OSS prohibit any of the restrictions in this Agreement with respect to such OSS, such restrictions will not apply to such OSS. To the extent the terms of the licenses applicable to OSS require licensor to make an offer to provide source code or related information in connection with the Software, such offer is hereby made, and may be requested in writing by the Licensee.

b)          The Software may contain third party proprietary software components. Third party software, if any, contained in this Software and the use thereof, shall be subject to the terms and conditions of the respective third party vendor/licensor. Warranties, if any, shall be from the respective third party vendor/licensor as specified in their license agreement, with the limitations/restrictions as applicable. The license agreement/s in respect of the embedded third party software, is/are provided in the Documentation.

For MasterCraft range of Software, the OSS, Third party software and related information (including relevant notices) is available at the following link: https://mastercraft.tcsapps.com/notices. The password will be shared along with the activation key or the access credentials.

7.          Warranty Disclaimer and Limitation of Liability. The Software (including any Derivative Works), Documentation and related information, including without limitation, Confidential Information and any third party software component (if any) contained in the Software, Documentaiton and/or the service, is/are provided "AS IS" without any warranty of any kind, whether expressed or implied, including, but not limited to, any implied warranty of merchantability, non-infringement, fitness for a particular purpose, system integration, accuracy, reliability, error-free, un-interruption, support (unless otherwise specified), correction, repair or otherwise. In no event shall TCS or any of its licensor or any third party be liable for any direct, indirect, incidental, special, exemplary or consequential damages suffered by Licensee or any third party (including but not limited to, use or loss of use; loss or damage of data, lost profits, business, revenue, goodwill or anticipated savings; business interruption; procurement of substitute goods or services) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising from or as a result of using the  Service, even if advised of the possibility of such damage.

8.          Termination

a)          This Agreement shall terminate upon expiry of Evaluation Period, or the date on which the Software and/or the service automatically disables or becomes inaccessible, or the date of termination of this Agreement in accordance with the provisions herein, whichever is earlier.

b)          If You breach any provisions of this Agreement or violate any law, rule or regulation, Your access and use of the Software is automatically terminated and any subsequent access and use is unauthorized. TCS shall have the right, but without any obligation, to restrict access to and/or immediately remove or block any and all contents uploaded by the Licensee that violates these terms and conditions or is non-compliant in TCS' sole discretion and TCS shall have the right to take appropriate measures available to it under the applicable law.

c)          Either Party may terminate this Agreement for any reason immediately upon notice with no obligation or liability of any kind on the part of the other Party except as to which has already accrued or otherwise agreed to under this Agreement. In the event of termination or expiration of this Agreement, Licensee shall cease to use the Software, Documentation and Confidential Information, in whatever form disclosed hereunder, immediately upon expiration or termination of the Agreement. All copies of Software, Documentation and Confidential Information received by Licensee and/or made by use of service shall be turned over to TCS and deleted from Licensee's computer systems in the event of termination or expiration of this Agreement and on request from TCS, Licensee shall certify in writing its compliance with this paragraph to TCS within five (5) days of termination or expiration of this Agreement. The provisions of Sections 2 (c),(d),(e), (g), 4, 5, 7, 8(c), 9(a),(c),(d),(e) and (f) shall survive expiration or termination of this Agreement.

9.          Miscellaneous:

a)          Indemnification: Licensee agrees to indemnify and hold TCS and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand or expense, including reasonable attorneys' fees, due to or arising out of use or storage by TCS of any Licensee Data provided/uploaded by or on behalf of Licensee, Licensee's use of the Software, Documentation and/or the service in a manner contrary to the provisions of this Agreement and documentation or any matters connected therewith.

b)          No Assignment: Licensee shall not sell, transfer or assign any right or obligation hereunder, except as expressly provided herein, without the prior written consent of TCS.  Any assignment in violation of this sub-clause shall be void.

c)          Waiver: Either Party's failure to exercise any right under this Agreement shall not constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, or a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. In order to be effective, all waivers under this Agreement must be in writing and signed by the waiving Party.

d)          Governing Law & Dispute Resolution: This Agreement shall be governed by laws of State of New York, USA, without giving effect to the conflicts of law principles thereof. Subject to the arbitration provisions below, courts in the city of New York shall have the exclusive jurisdiction over any matter arising out of or connected with this Agreement.

All disputes or differences whatsoever arising between the Parties, out of or in relation to the construction, meaning and operation or effect of this Agreement or breach thereof, shall be exclusively settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "Rules") by a single independent and neutral arbitrator appointed by AAA within fifteen (15) days of reference of dispute in accordance with the said Rules and shall be attorney with at least fifteen (15) years experience or a former judge. The seat of arbitration and the arbitration proceedings shall be at New York. The award made in pursuance thereof shall be final and binding on the Parties. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties.

Nothing herein shall prohibit TCS from seeking a temporary restraining order, preliminary injunction or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage, to preserve the status quo, or to prevent or stop the violation of these term and conditions and/or infringement of intellectual property rights or other proprietary rights or Confidential Information of TCS, its affiliates and/or their respective licensors, or from bringing and pursuing legal action to specifically enforce the provisions of this clause.

e)          Notices: All notices provided for or permitted under this Agreement to TCS shall be deemed effective upon receipt, and shall be in writing and (i) delivered personally, (ii) sent by commercial overnight courier with written verification of receipt, or (iii) sent by certified or registered mail, postage prepaid and return receipt requested.  Notices to TCS shall be sent to the attention of its Legal Department, Tata Consultancy Services Limited, 101 Park Avenue, NY 10178, NY, with a copy shall be sent to the Deputy General Counsel, Tata Consultancy Services Limited, TCS House, Raveline Street, Fort, Mumbai 400001, India. Notices to Licensee shall be sent at the email address provided by Licensee at the time of requesting for Use of the Software.

f)           Severability: If any provision of this Agreement be held invalid or unenforceable by a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the Parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the Parties.

g)          Entire Agreement: This Agreement along with its Schedules and Annexures thereto shall constitute the complete agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each Party. By using the Service, Licensee acknowledges that Licensee has read this Agreement, understands it, and agrees to be bound by the terms and conditions.

Copyright © 2019 Tata Consultancy Services Limited. All Rights Reserved.

1.             Definitions.

a)             Derivative Works shall mean works that are prepared in connection with, based upon or derived from the Software or other proprietary material, including without limitation, a revision (e.g. updates and upgrades), modification, customization, enhancement (e.g. creation of new micro-services or interfaces), improvement (e.g. additional content or metadata within existing feature or functionality), additions (e.g. new feature or functionality), interfaces (including stand-alone interface code), adapters, translation, abridgment, condensation, expansion or any other form in which such material or any proprietary portion thereof may be recast, transformed, or adapted.

b)             Documentation shall mean related user manual, installation manual, release notes, specification of APIs, support and any other documentation and any updates thereof made available by TCS along with or in connection with the Software

c)             Target Environment Licensee's processing computer system hardware, software and operating environment required for the operation and Use of the Software as described in the relevant documentation.

d)            Use shall mean operating the Software in object code (machine readable form) and in case where Software which is downloaded, use shall include the acts of installing, executing, processing, loading and storing of data by Licensee in connection with the evaluation of the Software in accordance with the terms of this Agreement; and in case where Software is made available as a service by telecommunication over the Internet, access and use of the Software and to the extent applicable, use shall also include the act of transmitting and processing data by Licensee in for evaluation of the Software in accordance with the terms of this Agreement.

2.             Evaluation Terms.

a)             Subject to the terms and conditions set forth in this Agreement, and in consideration of the Licensee's acceptance thereof, TCS grants to Licensee a non-exclusive, personal, non-transferable, non-sub licensable, non-commercial, limited in time, right use the Software, within premises and computer systems in Your possession and control, for a period of thirty (30) days ("Evaluation Period") only for the limited purpose of Licensee's internal evaluation and testing and not for production or other productive use in any manner whatsoever, in accordance with instructions and guidelines provided in the accompanying Documentation, or as may be specified by TCS from time to time. All fixes, patches, upgrades and updates for the Software that TCS may (in its sole discretion) provide shall be deemed to be the part of and treated as Software licensed hereunder. Licensee expressly acknowledges that the Software may include an internal clock function that may cause the Software to become inoperable or inaccessible at the end of the evaluation period and that access to and use of the Software after expiration of the evaluation period may be prevented.

b)             Where the Software is accessed and used as a service, Licensee may be required to download or install software provided by TCS or any third party. If such software is provided by a third party, the usage shall be governed by the terms and conditions of such third party. If such software is provided by TCS, the usage shall be governed by the terms and conditions of this Agreement and Licensee agrees not to use such software for any purpose other than to facilitate or enable Licensee's access and use of the Software as a service. If such software is required to integrate and/or configure the Software and/or the service with any third party software applications, the Licensee shall be responsible for procuring appropriate licenses for such third party software applications and complying with the applicable terms and conditions of respective third parties.

c)          In particular, and without limitation, the Licensee represents, warrants and covenants, that it shall NOT and shall not permit others to:

-       use, copy or modify, enhance or create derivative works of the Software or any portion thereof, except as expressly permitted in this Agreement;

-       sell, license, sublicense, assign, transfer, distribute or timeshare the Software or otherwise grant any right under this Agreement to any third party, without the prior written consent of TCS;

-       reverse engineer, disassemble, de-compile, tamper, recreate, enhance or modify the Software and/or the service or any part thereof;

-       remove, alter, obscure or otherwise render illegible any of TCS's logo, trademark, copyright notice or other proprietary or confidentiality markings that may be placed on the  Software or any component or output thereof;

-       override access authorization and access controls for the License's access and Use to the Software as may be prescribed by TCS or circumvent, bypass, delete or remove any form of protection, or usage, functionality or technical restrictions or limitations, or to enable functionality disabled by TCS, in connection with the Software

-       use the access rights granted herein to gain or attempt to gain unauthorized access to other computer systems accessible via the internet, any portion of the Software and/or service for which Licensee has not been expressly authorized to use pursuant to this Agreement, or software or computer systems belonging to others which is also hosted by TCS;

-       use the Software and/or the service to store or transmit malicious code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;

-       Use the Software and/or the services in any manner or for any purpose that violates any applicable law or the rights of others;

-       interfere with or disrupt the integrity or performance of any Software and/or the service or data contained therein;

-       perform or disclose any security testing, including without limitation, penetration testing, remote access testing, network discovery, vulnerability scanning, password cracking, etc., of the Software and/or the service or associated infrastructure without TCS' prior written consent;

-       interface or link or include, without express written permission, the Software with any other systems or applications or services other than those agreed in writing and in accordance with the documentation provided by TCS;

-       use any public software or open source software in connection with Software and/or the service in any manner that requires, pursuant to the license applicable to such public or open source software, that the Software be disclosed or distributed in source code form, or made available free or charge to recipients, or modifiable without any restriction by recipients;

-       access and use of the Software for any business of any affiliate of Licensee; or

-       access or use the Software and/or the service for purposes of competitive or comparative analysis, the development, provision or use of a competing software service or product or any other purpose that is to the TCS's detriment or commercial disadvantage.

d)          Licensee shall be responsible for all activity occurring under its control and ensure that they abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with their use of the Software, including those related to data privacy, international communications and the transmission of technical or personal data. Licensee shall not export or re-export any software or technical data (or direct products thereof) provided under this Agreement in violation of any applicable export control laws and regulations. Licensee shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized Use of the Software; (b) the security of its information systems used to Use the Software and/or the service; and (c) for its users' compliance with the terms of this Agreement. Licensee acknowledges and agrees that where Software is provided as a service or Licensee requests some support from TCS (which TCS may provide in its sole discretion), the Licensee Data (as hereinafter defined) may be transferred or stored outside the EEA (European Economic Area) or the country where the Licensee and/or its authorized users are located in order to carry out the services and TCS's other rights under this Agreement.

e)          Licensee remains responsible for any and all data, test data, test scripts, information, materials and content of any database input / uploaded / stored / processed or otherwise made available by it and transmission, transfer, archival, conversion or use of any and all data (including personally identifiable data) and/or introduced into the Software and/or the Service, by or on behalf of the Licensee ("Licensee Data"). All rights, title and interests in the Licensee Data shall always remain with Licensee and TCS shall not have any rights in the Licensee Data except as stated herein. To the extent any Licensee Data is required to be used in the operation and/or performance of Software and/or the services hereunder, the Licensee hereby grants to TCS a non-exclusive, irrevocable, worldwide, fully paid up and royalty free right and license to use, copy, display, sublicense and distribute such Licensee Data. Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Licensee Data, and TCS shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to store or process any Licensee Data. Licensee agrees that all Licensee Data will be in format compatible with the Software and/or the service. No data back-up or service is made available under this Agreement and the same shall be at the sole responsibility of the Licensee.

f)              If TCS processes any personal data on Licensee's behalf when performing its obligations under this Agreement, such as those submitted by You or collected by TCS e.g. Internet protocol ("IP") address used to connect your computer to the Internet (which may allow us to identify your geographic location) at the time of registering for or downloading the Software, the Parties record their intention that the Licensee shall be the data controller and TCS shall be a data processor and in any such case:

-       the Licensee acknowledges and agrees that the personal data may be transferred or stored outside the EEA (European Economic Area) or the country where the Licensee and its authorised users are located in order to carry out the services and TCS's other rights under this Agreement;

-       the Licensee shall ensure that the Licensee is entitled to transfer the relevant personal data to TCS so that TCS may lawfully use, process and transfer the personal data in accordance with this Agreement;

-       the Licensee shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

-       TCS shall process the personal data in accordance with the terms of this Agreement and its Privacy Policy available at www.tcs.com; and

-       each Party shall take appropriate technical and organisational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

g)          Licensee agrees that TCS may, upon notice of at least five (5) days, audit Licensee's Use of Software for compliance with the terms & conditions of this Agreement and agrees to provide access (including remote access) to sites/equipment where Software is used/installed and/or supply all relevant information necessary for such audit. If any audit reveals Licensee to be in breach of this Agreement, TCS shall be entitled to terminate the license granted hereunder, without prejudice to any other rights or remedies TCS may have under this Agreement or otherwise.

h)          As between TCS and Licensee, Licensee shall be responsible for (a) acquisition, installation and maintenance of the Target Environment; (b) complying with the applicable terms and conditions of the respective third party products used in Target Environment (c) choice, installation, use and maintenance of any third party software not forming part of the Software, which is and/or to be used in relation to the Software, (d) making regular back-ups of Licensee's data processed via the Software, and (e) complying with any laws or regulations applicable to Licensee's industry that are generally not applicable to licensed product providers.

3.          Delivery. TCS shall deliver the Software via electronic means only. Delivery acceptance of the Software shall be considered to be complete within one (1) days of the delivery of the access credentials or download thereof, whichever is earlier, unless within that period the Licensee makes a report to the contrary to TCS.

4.          Confidential Information. Licensee acknowledges and agrees that the Software (including the operation of or methods, techniques, underlying technology, tools or processes used in creating, developing, customizing, implementing, configuring, integrating, applying or maintaining the Software), pricing therefor, and any plans or roadmaps provided by TCS constitutes confidential information of TCS. Licensee agrees to hold the all information and data relating thereto (collectively, the "Confidential Information") in confidence. Licensee may (i) use the Confidential Information only for the purpose stated in Section 1(a) and (b), and (ii) disclose the Confidential Information only to its employees who have a need to know and who have been advised of and are bound by confidentiality obligations no less protective than the provisions herein. Licensee agrees to take reasonable steps to protect the Confidential Information from misappropriation or misuse. Licensee shall notify TCS immediately if Licensee learns of any misappropriation, or unauthorized use or disclosure of the Confidential Information. However, this restriction does not apply to information which: (a)  Licensee independently developed without reference to or use of the Confidential information of TCS; (b) is in public domain without breach of the confidentiality obligation or made public by TCS; (c) is disclosed with TCS' prior written approval; or (d) is revealed pursuant to court order or process of law provided Licensee gave as much advance written notice to TCS as possible regarding the disclosure and cooperated in obtaining injunctive reliefs against such disclosure.

5.          Ownership and Proprietary Rights.

a)          Customer acknowledges and agrees that TCS and / or its licensors does and will continue to own all intellectual property and intellectual property rights in or attached to the Software and Documentation, including without limitation, in or attached to any Derivative Works of the Software and the Documentation, whether solely or jointly conceived, or even if made for the Licensee.  Nothing contained herein shall be construed as a transfer, assignment or conveyance by TCS to Customer of the ownership, interest or title to the intellectual property or intellectual property rights in or attached to the Software, Documentation or any Derivative Works thereof. The Customer only receives the right to Use for the Term explicitly granted by TCS to Customer hereunder.

b)          Licensee acknowledges and agrees that TCS shall have the right to collect, use, disclose, publish, or otherwise exploit without restriction or compensation to Licensee, including without limitation, in future releases or further developments, any technical data relating to the use of the Software, comments or feedback that Licensee provides regarding the Software, Documentation or the service and reference the license granted to the Customer; or any and all knowledge and information arising out of use of the Software (including Derivative Works, if any), Documentation or the service by the Customer.

6.          Third Party Software.

a)          Notwithstanding the Use grant in Section 2, Customer acknowledges that certain components of the Software may be covered by so-called "open source" software licenses ("Open Source Software" or "OSS"). Open Source Software, if any, contained in this Software and the use thereof, shall be subject to the terms and conditions of the relevant open source license agreement only. Open Source Software and related information (including relevant notices) for the currently licensed version of the Software are mentioned in the accompanying Documentation. To the extent the terms of the licenses applicable to OSS prohibit any of the restrictions in this Agreement with respect to such OSS, such restrictions will not apply to such OSS. To the extent the terms of the licenses applicable to OSS require licensor to make an offer to provide source code or related information in connection with the Software, such offer is hereby made, and may be requested in writing by the Licensee.

b)          The Software may contain third party proprietary software components. Third party software, if any, contained in this Software and the use thereof, shall be subject to the terms and conditions of the respective third party vendor/licensor. Warranties, if any, shall be from the respective third party vendor/licensor as specified in their license agreement, with the limitations/restrictions as applicable. The license agreement/s in respect of the embedded third party software, is/are provided in the Documentation.

For MasterCraft range of Software, the OSS, Third party software and related information (including relevant notices) is available at the following link: https://mastercraft.tcsapps.com/notices. The password will be shared along with the activation key or the access credentials.

7.          Warranty Disclaimer and Limitation of Liability. The Software (including any Derivative Works), Documentation and related information, including without limitation, Confidential Information and any third party software component (if any) contained in the Software, Documentaiton and/or the service, is/are provided "AS IS" without any warranty of any kind, whether expressed or implied, including, but not limited to, any implied warranty of merchantability, non-infringement, fitness for a particular purpose, system integration, accuracy, reliability, error-free, un-interruption, support (unless otherwise specified), correction, repair or otherwise. In no event shall TCS or any of its licensor or any third party be liable for any direct, indirect, incidental, special, exemplary or consequential damages suffered by Licensee or any third party (including but not limited to, use or loss of use; loss or damage of data, lost profits, business, revenue, goodwill or anticipated savings; business interruption; procurement of substitute goods or services) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising from or as a result of using the  Service, even if advised of the possibility of such damage.

8.          Termination

a)          This Agreement shall terminate upon expiry of Evaluation Period, or the date on which the Software and/or the service automatically disables or becomes inaccessible, or the date of termination of this Agreement in accordance with the provisions herein, whichever is earlier.

b)          If You breach any provisions of this Agreement or violate any law, rule or regulation, Your access and use of the Software is automatically terminated and any subsequent access and use is unauthorized. TCS shall have the right, but without any obligation, to restrict access to and/or immediately remove or block any and all contents uploaded by the Licensee that violates these terms and conditions or is non-compliant in TCS' sole discretion and TCS shall have the right to take appropriate measures available to it under the applicable law.

c)          Either Party may terminate this Agreement for any reason immediately upon notice with no obligation or liability of any kind on the part of the other Party except as to which has already accrued or otherwise agreed to under this Agreement. In the event of termination or expiration of this Agreement, Licensee shall cease to use the Software, Documentation and Confidential Information, in whatever form disclosed hereunder, immediately upon expiration or termination of the Agreement. All copies of Software, Documentation and Confidential Information received by Licensee and/or made by use of service shall be turned over to TCS and deleted from Licensee's computer systems in the event of termination or expiration of this Agreement and on request from TCS, Licensee shall certify in writing its compliance with this paragraph to TCS within five (5) days of termination or expiration of this Agreement. The provisions of Sections 2 (c),(d),(e), (g), 4, 5, 7, 8(c), 9(a),(c),(d),(e) and (f) shall survive expiration or termination of this Agreement.

9.          Miscellaneous:

a)          Indemnification: Licensee agrees to indemnify and hold TCS and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand or expense, including reasonable attorneys' fees, due to or arising out of use or storage by TCS of any Licensee Data provided/uploaded by or on behalf of Licensee, Licensee's use of the Software, Documentation and/or the service in a manner contrary to the provisions of this Agreement and documentation or any matters connected therewith.

b)          No Assignment: Licensee shall not sell, transfer or assign any right or obligation hereunder, except as expressly provided herein, without the prior written consent of TCS.  Any assignment in violation of this sub-clause shall be void.

c)          Waiver: Either Party's failure to exercise any right under this Agreement shall not constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, or a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. In order to be effective, all waivers under this Agreement must be in writing and signed by the waiving Party.

d)          Governing Law & Dispute Resolution: This Agreement shall be governed by laws of State of New York, USA, without giving effect to the conflicts of law principles thereof. Subject to the arbitration provisions below, courts in the city of New York shall have the exclusive jurisdiction over any matter arising out of or connected with this Agreement.

All disputes or differences whatsoever arising between the Parties, out of or in relation to the construction, meaning and operation or effect of this Agreement or breach thereof, shall be exclusively settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "Rules") by a single independent and neutral arbitrator appointed by AAA within fifteen (15) days of reference of dispute in accordance with the said Rules and shall be attorney with at least fifteen (15) years experience or a former judge. The seat of arbitration and the arbitration proceedings shall be at New York. The award made in pursuance thereof shall be final and binding on the Parties. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties.

Nothing herein shall prohibit TCS from seeking a temporary restraining order, preliminary injunction or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage, to preserve the status quo, or to prevent or stop the violation of these term and conditions and/or infringement of intellectual property rights or other proprietary rights or Confidential Information of TCS, its affiliates and/or their respective licensors, or from bringing and pursuing legal action to specifically enforce the provisions of this clause.

e)          Notices: All notices provided for or permitted under this Agreement to TCS shall be deemed effective upon receipt, and shall be in writing and (i) delivered personally, (ii) sent by commercial overnight courier with written verification of receipt, or (iii) sent by certified or registered mail, postage prepaid and return receipt requested.  Notices to TCS shall be sent to the attention of its Legal Department, Tata Consultancy Services Limited, 101 Park Avenue, NY 10178, NY, with a copy shall be sent to the Deputy General Counsel, Tata Consultancy Services Limited, TCS House, Raveline Street, Fort, Mumbai 400001, India. Notices to Licensee shall be sent at the email address provided by Licensee at the time of requesting for Use of the Software.

f)           Severability: If any provision of this Agreement be held invalid or unenforceable by a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the Parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the Parties.

g)          Entire Agreement: This Agreement along with its Schedules and Annexures thereto shall constitute the complete agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each Party. By using the Service, Licensee acknowledges that Licensee has read this Agreement, understands it, and agrees to be bound by the terms and conditions.

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