Communication Tracker LICENSE AGREEMENT This Agreement (the "License") is for the use of Communication Tracker as defined below. Use of Communication Tracker is expressly conditioned upon your acceptance of and compliance with the following terms and conditions. 1. DEFINITIONS The following terms have the meaning set forth herein: A. Customer Data: All materials, including but not limited to graphic, picture, text, audio, video, software or information not generated by Acism Software Private Limited ("Acism") or under contract or agreement with Acism, posted by or at the direction of or on behalf of Master Licensee, Master Licensee Users, Sublicensee, or Sublicensee Users on Communication Tracker. B. Privacy Policy: The Communication Tracker Privacy Policy identifies the manner in which Acism obtains, accesses and provides others with access to information obtained by Acism. The Communication Tracker Privacy Policy can be viewed at www.communication-tracker.com. Acism reserves the right to modify the Privacy Policy from time to time. The Communication Tracker Privacy Policy, as revised, is hereby incorporated by reference. In the event of any conflict between the terms of the Privacy Policy and the terms of this Agreement, the terms of this Agreement shall govern. C. Communication Tracker: The communication and project management system which is web-based and provides a fully integrated collaborative environment and which is generally known as "Communication Tracker". Communication Tracker also includes any revised software, updates, supplements, Internet-based services of Acism. Communication Tracker will be hosted on servers maintained and secured or contracted for by Acism. D. Master Licensee: An individual or entity paying for and accessing Communication Tracker under the Master License with the intent of adding Users to Acism with Sublicensee User Accounts. A Master Licensee User Account will consist of one person with a distinct user name, generally 'admin', which requires a password who is accessing Acism under the account established for Master Licensee. This person shall be the primary contact with Acism for subsequent billing and account information and changes. E. Sublicensee User Account: A Sublicensee User Account will consist of one person with a distinct user name which requires a password who is accessing Acism under the account established for a particular Sublicensee. 2. GRANT OF LICENSE Acism grants Master Licensee, a non-exclusive, non-transferable, worldwide right to use and sublicense Communication Tracker as set forth herein. All rights not expressly granted to Master Licensee are reserved to Acism. 3. LICENSE FEE AND PAYMENT The License Fee for all user accounts shall be automatically charged against and paid via the identified channels, as utilized in the sign-up process. 4. LICENSE TERM This license shall be for a term specified in the sign-up process unless terminated in writing by Master Licensee or by Acism. 5. TERMINATION OF AGREEMENT BY Acism A. Acism may immediately terminate this Agreement if Master Licensee or a Sublicensee violates the terms of this Agreement. B. Acism may immediately terminate this Agreement at the end of the last billing cycle, if Master Licensee fails to pay the license fee or to make any other required payment within ten (10) days following receipt of notice that such payment is due. C. The termination of this Agreement shall rescind the license granted and revoke all rights granted to or accrued by Master Licensee to use Communication Tracker. D. In the event of Termination for non-payment, Acism may disable Master Licensee's access to and use of Communication Tracker until such time as Acism has received full payment. E. In the event of Termination for non-payment, Acism may, but is not obligated to, offer Sublicensees and Sublicensee Users the opportunity to obtain a Communication Tracker account. 6. TERMINATION OF AGREEMENT AFTER INITIAL TERM AND DATA RETRIEVAL BY MASTER LICENSEE Master Licensee may terminate this Agreement at any time with written notice to Acism. The termination shall take effect at the end of the last fully paid license cycle, or as otherwise agreed by the parties. Termination by Master Licensee shall also terminate all Sublicense Agreements as of the same date. 7. RETRIEVAL OF DATA A. If this Agreement is terminated by Acism, then Master Licensee may retrieve all Customer Data upon making payment in full of all monies owed to Acism. Such retrieval may, at the Master Licensee's reasonable discretion, be in hard copy or in electronic form and shall occur no later than five (5) days following receipt of payment by Acism. Master Licensee shall contact Acism and make arrangements to retrieve its Customer Data no later than thirty (30) days following termination of this Agreement by Acism. Acism shall not be responsible for any Customer Data not retrieved within sixty (60) days following termination of this Agreement by Acism. B. If this Agreement is terminated by Master Licensee, and Master Licensee is current in all payment obligations to Acism, then Master Licensee shall contact Acism and make arrangements to retrieve its Customer Data no later than thirty (30) days following termination of this Agreement by Master Licensee. Acism shall not be responsible for any Customer Data not retrieved within sixty (60) days following termination of this Agreement. 8. ACCESS TO Communication Tracker Master Licensee will be provided with initial access to Acism to provide Master Licensee with the ability to create user accounts in the number specified in the sign up process. 10. TECHNICAL SUPPORT Acism will provide email technical support via support@communication-tracker.com. 12. Acism PROTECTION A. Communication Tracker and related documentation are protected by various trademarks, copyrights and pending patents both in the India and internationally and they also contain trade secrets and confidential materials. All Customer Data transmitted through, posted on, or used in connection with Communication Tracker are owned by Master Licensee and not the subject of this provision. B. Master Licensee shall not, and it shall not allow another person to make or make an attempt to, examine, copy, alter, "reverse engineer," tamper with or otherwise use Communication Tracker except as set forth herein. C. Master Licensee further acknowledges and agrees that it has no proprietary interest in the Communication Tracker, that all proprietary interest in the Communication Tracker is owned and controlled by Acism, and that Master Licensee will not attempt to or allow an attempt to transfer, duplicate, sell, license, or otherwise dispose of, in whole or in part, the Communication Tracker or any component part thereof, to any, affiliate, or any third party, except as specifically provided herein. D. Master Licensee acknowledges and agrees that the obligation of confidentiality and protection of Acism's confidential and proprietary information shall survive the termination of this Agreement. 13. RESTRICTIONS ON MASTER LICENSEE Master Licensee understands that Communication Tracker and Customer Data may be subject to Indian export controls and restrictions and/or the trade laws and trade restrictions of other countries. Master Licensee agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations which may be applicable to its use of Communication Tracker and to any Customer Data. Master Licensee will fully comply with any export restrictions which may be applicable to Communication Tracker and Master Licensee's use of Communication Tracker. 14. MASTER LICENSEE CONFIDENTIALITY Acism will not access the Customer Data of Master Licensee that is posted to or transmitted through use of Communication Tracker, unless compelled by appropriate governmental authority, or for the purpose of troubleshooting as permitted by the Master Licensee. 16. LIMITED WARRANTIES AND REPRESENTATIONS; DISCLAIMER A. Acism warrants only that Communication Tracker shall perform substantially in accordance with the descriptions of Communication Tracker contained in printed materials produced by Acism and or appearing on the Internet on the Communication Tracker site, a Acism sponsored site or advertisement. The entire and exclusive remedy for breach of this Limited Warranty shall be, at Acism's option, either (i) the return of the initial license fee paid, or (ii) to repair, upgrade, or otherwise enhance the performance of Communication Tracker to address the failure of performance. B. EXCEPT AS SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF MERCHANTABILITY. C. The aforesaid warranties and disclaimer shall survive acceptance and payment. 17. INDEMNITY; LIMITATION OF DAMAGES A. Indemnity by Acism. In the event that anyone commences an action challenging Acism's right to license the Communication Tracker, and provided that Acism receives timely notice and an opportunity to defend, Acism shall indemnify Master Licensee and hold it harmless from and against all damages, losses, expenses, and attorney's fees, arising out of such infringement or other action. After timely written notice from Master Licensee, Acism shall, at its sole expense, defend any such actions. B. Indemnity by Master Licensee. Master Licensee shall indemnify, defend and hold Acism, its affiliates, directors, officers and employees harmless from and against any claim, liability, damage, cost, expense (including actual attorneys fees), award, fine, or judgment, arising from or out of Master Licensee's operation, conduct, and responsibility for its or its Sublicensees' use of the Communication Tracker, and for any and all claims of infringement of any proprietary rights by any graphic, picture, text, audio, video, software, other data, or information provided by Master Licensee or its Sublicensees. C. Limitation of Damages. No party shall be entitled to receive from or be obligated to pay to the other any part of any award, claim, fine or judgment which is deemed, declared or is characterized in its nature to be exemplary, punitive or consequential damages. 18. ASSIGNMENT This Agreement or any interest hereunder shall not be assigned or transferred by either party without the prior written consent of the other party and subject to such reasonable terms and conditions that the consenting party may impose. Either party may, without the consent of the other, but with the proper notice, transfer this Agreement in whole or part to any entity into which or with which it may be merged or consolidated, or to any entity which acquires all or substantially all of the assets of the party, or to the party's parent, subsidiary or an affiliated entity. 19. MISCELLANEOUS PROVISIONS A. Severability. If any term or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. B. Notices. Wherever provision is made in this Agreement for the giving, service or delivery of any notice, statement or other instrument, the same shall be deemed to have been duly given, served and delivered: (i) on the date personally delivered, or (ii) on the first business day following the date on which mailed, postage pre-paid, or delivered to a commercially-responsible overnight courier which provides service between the point of origin and the point of destination, addressed as follows: Acism Software Private Limited D-703, Samrajya, Balwantpuram, Paud Rd, Kothrud, Pune 411038 Maharashtra, INDIA E-Mail Address: support@communication-tracker.com and to such other addresses as may be designated by a party to this Agreement by notice given in accordance with the terms of this paragraph. C. Governing Law. This Agreement is executed and intended to be performed under the jurisdiction of Pune court, in the state of Maharashtra. D. Entire Agreement. This Agreement contains the entire agreement of the parties and each party acknowledges there were not other oral agreements, representations, warranties or statements of fact made prior to or at the time of the signing of this Agreement. E. Modification. No alteration, modification or amendment of this Agreement shall be effective or enforceable unless it shall be in writing and signed by the parties. F. Waiver. Failure of either party to insist on strict performance shall not constitute a waiver of any of the provisions of this Agreement or a waiver of any default of the other party. G. Time of the Essence. Time is of the essence in this Agreement and in all provisions contained herein. H. Attorneys Fees. In the event of any disputes between the parties arising out of this Agreement, the prevailing party shall be allowed actual attorney fees and costs incurred in any negotiation, litigation or any appeal. J. Venue and Personal Jurisdiction. In the event action is brought on this Agreement, it is agreed that venue of such action may lie in Pune city, Maharashtra, and each party hereby consents to jurisdiction over their person by the District Court thereof. K. Warranty of Authority. The undersigned warrants that they are authorized and have authority to execute this Agreement on behalf of the business entity. 21. SURVIVAL OF CERTAIN OBLIGATIONS The obligations set forth in Paragraphs 12 (Acism Protection), 16 (Limited Warranties and Representations; Disclaimer), and 17 (Indemnity; Limitation of Damages) shall survive the termination of this Agreement. 22. GUARANTEE If, after fifteen (15) days of use of Communication Tracker, including the utilization of our training programs, Master Licensee may cancel this agreement, cease using Communication Tracker, and will be released from any future payments which would have been due pursuant to Para 3.