SOFTWARE LICENSE AGREEMENT Synaptris Inc 50 Main Street, Suite 1000 White Plains NY 10606 USA Tel: +1 646 564 5649 Fax: +1 408 351 0199 Notice to user: Please read this Agreement carefully. By Using all or any portion of the Software, You accept all the terms and conditions of this Agreement and if You do not agree, do not Use this Software. If You acquired the Software on tangible media (e.g. CD) without an opportunity to review this Agreement and if You do not accept the terms and conditions mentioned in this Agreement, You agree not to install the Software and promptly return the unused Software to Synaptris. Synaptris owns all intellectual property in the Software. Synaptris permits You to Use the Software only in accordance with the terms and conditions of this Agreement. Use of some third party materials, components or third party software included in the Software may be subject to other terms and conditions typically found in a separate license agreement. 1. DEFINITIONS. 1.1 "Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media or the computer programs provided to You by Synaptris, including but not limited to Synaptris or third party computer information or software; and (b) Upgrades, modified versions, Updates, additions, and copies of the Software, if any, licensed to You by Synaptris. The term Software also covers all computer programs owned and offered by Synaptris. 1.2 "Documentation" shall mean explanatory materials or files related to the Software provided by Synaptris including subsequent revisions and Updates thereto. 1.3 "Use" or "Using" or "Usage" means to access, install, download or copy the Software or otherwise benefit from using the functionality of the Software including viewing of reports using the Software or receiving scheduled reports as explained in 2.12. Use or Using or Usage also includes Use of the Software by Your consultant or sub contractors or third party who is authorized to Use the Software as set forth or explained in this Agreement. 1.4 "Permitted Number" shall mean the number of licenses authorized to You for usage as per the Licensing Model agreed with Synaptris pursuant to a purchase order or a proposal or a contract or a separate arrangement executed between You and Synaptris. If the Software is licensed to You through a third party who offers the Software either as a bundled or integrated or customized manner or in any other combination with such third party software or application, the Permitted Number shall mean the number of licenses authorized to You for usage pursuant to a valid arrangement between You and the third party offering the Software either as a bundled or integrated or customized manner or in any other combination with such third party software or application. 1.5 "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. 1.6 "Deployment" or "Deploy" means installing the Software into Client Application(s) and/or Server/Client/Web Applications on one or more Computers or Server Environment within Your company or organization. 1.7 "Distribution" or "Distribute" means selling, leasing, licensing, or redistributing Client Applications or Server/Web Applications with the Software integrated and bundled with Client Applications and/or Server/Web Applications to third party end users external to your company or organization. Distribution shall also mean circulation or sharing of reports and/or report templates generated Using the Software within and outside your company or organization as described in this Agreement. 1.8 "Server/Web Application" means a purpose-specific software program that utilizes the runtime software or the report application server and allows more than one user, access to the runtime software or the report application server. 1.9 "Client Application" means an application running in a user's machine or a Computer that can accept, display, process and store instructions or data in various forms. 1.10 "Server Environment" means any server system, that consists of one or more server software or processes, operating independently or otherwise, including but not limited to, report servers, web servers, database servers, terminal servers, mail servers, application servers, facilitated by an internet, intranet, extranet, client/server network, wide-area network, or any other multi-user network. 1.11 "Synaptris" means Synaptris Inc. a California Corporation, with its Registered office at, 3031 Tisch Way, Suite# 300, San Jose, CA 95128, USA and its Corporate Office at 50, Main Street Suite 1000 White Plains NY 10606 USA and its affiliates as mentioned herein (a) Synaptris Software Private Limited, 2, Bishop Waller's Avenue-East, Mylapore, Chennai 600004, Tamilnadu, India, a company incorporated under the laws of India. 1.12 "Derivative Work" shall mean a work created by You based on or incorporating the Software and /or the Documentation, including but not limited to translations, abridgements, condensations, improvements, updates, enhancements, or any other form in which the Software and / or the Documentation may be recast, transformed, adapted, or revised. 1.13 "Ancillary Program" shall mean any computer software written by You which utilizes any data files used or generated by the Software, or which passes data to or receives data from the Software, provided that it does not incorporate any trade secrets embodied in the Software and provided further that it does not incorporate any copyrighted expression from the Software. 1.14 "You" or "Your" shall mean the company or the user who is licensed to Use the Software up to the Permitted Number of users as per the terms of this Agreement. 1.15 "Agreement" shall mean this Software License Agreement and may be used in place of the terms "Contract" or "EULA" or "Product License Agreement" in this Agreement. 1.16 "Named User" or "Named User License(s)" shall mean a license assigned to one specific user for accessing or Using the Software and cannot be used by another individual or user. Named User Licenses are individualized and must be unique to a user and cannot be generic in nature. The Named User License can be used or transferred to another user only upon permanently disabling the access or rights of the existing user to access or Use the Software. 1.17 "Concurrent User" or "Concurrent User License" shall mean the number of simultaneous or concurrent logins or concurrent sessions for accessing or Using the Software at any point of time. 1.18 "Leased Licensing" shall mean Using the Software for a specified period or term agreed upon pursuant to a purchase order or a proposal or a contract or a separate arrangement executed between You and Synaptris. The licensing will expire beyond the specified period and will not be valid unless the right to Use has been renewed for a fresh period or term. 1.19 "Upgrades" or "Upgrade License" shall mean an upgrade to a new version of the Software, as indicated by a change in version number to the left of the decimal point (e.g. Version 3.0 to Version 4.0). 1.20 "Updates" shall mean an update to the current version of the Software, as indicated by a change in version number to the right of the decimal point (e.g. Version 3.1 to Version 3.2). 1.21 "Licensing Model" shall mean the type of licensing opted by You for Using the Software, including but not limited to "Concurrent User License", "Named User License", "Leased Licensing" or such other Licensing Model agreed by You with Synaptris. 1.22 "Manual Distribution of Reports" shall mean Distribution of reports generated Using the Software which requires manual intervention or is done manually including but not limited to electronic Distribution or delivery of physical copies of the reports. 1.23 "Automatic Distribution of Reports" shall mean Distribution of reports generated Using the Software which does not require any manual intervention, including but not limited to Distribution using scheduled programs or processes written either using the Software or otherwise. 2. GRANT OF SOFTWARE LICENSE. As long as You comply with the terms of this Agreement, Synaptris grants You a nonexclusive, perpetual, and limited license to Use the Software, solely in accordance with the terms and conditions of this Agreement. The Software is licensed, not SOLD to You. The rights to Use the Software will vary based on the Licensing Model opted by You and agreed with Synaptris pursuant to a purchase order or a proposal or a contract or a separate arrangement executed between You and Synaptris. 2.1 General Use. You may install and Use the Software on Your Computer or Server Environment up to the Permitted Number of users or licenses based on the Licensing Model opted by You. 2.2 Use of Upgrades /Updates. If the Software is an Upgrade /Update You may use the Upgrade or Update only up to the Permitted Number of users provided that (a) You have a valid license to Use the Software and are upgrading an earlier version of the Software; or (b) You have a valid license to Use and are upgrading or updating one of an approved list of third party software products which includes or bundles or integrates an earlier version of the Software. Acquisition of Upgrade or Update License is expressly limited to the direct proportional replacement of licenses previously licensed to You unless additional licenses of the Upgrade or Update version are procured from Synaptris separately at the time of installing or Using the Upgrade or Update license. By upgrading or updating the Software that You have previously licensed (the ?Previously Licensed Software?) in any of the manners indicated above, You will no longer have the right to Use the Previously Licensed Software and You may only Use the Upgrade or Update License as set forth herein. The software license agreement and its terms and conditions available as a part of the Upgrade or Update version will govern the usage of the Software and supersedes all previous Agreements entered with Synaptris. However You may continue to Use the Previously Licensed Software only to assist You in the transition to the Upgrade / Update provide that (a) the Upgrade / Update and the Previously Licensed Software are installed in the same Computer; (b) the Previously Licensed Version or copies thereof are not transferred to another party or Computer unless all the copies of the Upgrade/Update are also transferred to such party or Computer as per Section 6.3. You also acknowledge that any obligation Synaptris may have to support the Previously Licensed Version of the Software may be ended within one (1) year from the date of release of such Upgrade or Update version. 2.3 Integrated / Customized / Bundled License. If You have acquired the Software as a customized or bundled or integrated offering or in any other combination with any third party software or application You may install and Use the Permitted Number of licenses only with such integrated or customized or bundled offering and usage of the Software in any other form shall be in violation of this Agreement. Your clients or customers shall not resell or redistribute the Software in any form to their clients / customers without a valid distributor agreement executed with Synaptris. 2.4 Server Use. You may install one copy of the Software on Your Computer file server or Server Environment for the purpose of downloading and installing the Software onto other Computers within Your internal network up to the Permitted Number or You may install one copy of the Software on a Computer file server or Server Environment within your internal network for the sole and exclusive purpose of Using the Software through commands, data or instructions (e.g. scripts) from another Computer on Your internal network, provided that the total number of Servers does not exceed the Permitted Number for Server licenses of the Software which is usually 1 except explicitly authorized for more than 1 server installation. You shall not permit any third party (except consultants that work for You) to use the Software installed in Your Server (whether on an Application Service Provider model or otherwise) without the prior written consent of Synaptris. 2.5 Backup Copy. You may make as many backup copies as is reasonable of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy unless You transfer or assign all rights in the Software as provided under Section 6.3. 2.6 The Documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only. 2.7 Customized Modifications: If the Software has been customized to extend specific functionalities as per Your request, such customized version of the Software shall also be governed by the terms and conditions of this Agreement and Synaptris shall be the sole owner of such customization and Synaptris reserves the right to include the customized functionalities as a part of the Software. 2.8. Additional Software/Services. This Agreement applies to Updates, supplements, add-on components, or Internet-based services components of the Software that Synaptris may provide to You or make available to You after the date You obtain Your initial copy of the Software, unless they are accompanied by separate terms. Synaptris reserves the right to discontinue Updates, supplements, add-on components, or Internet-based services components of the Software made available to You at its discretion. 2.9 License Grant for Remote Desktop. You may use remote access technologies, such as remote desktop features, to access and Use Your licensed copy of the Software, provided that only the primary user of the device hosting the remote desktop session accesses and Use the Software with a remote access device. These remote desktop rights do not permit You to Use the Software on both the device hosting the remote desktop session and the access device at the same time. 2.10 License Grant for Remote Assistance. You may permit any device to access and Use Your licensed copy of the Software for the sole purpose of providing You with technical support and maintenance services. 2.11 Manual Distribution of Reports. If Manual Distribution of Reports does not require the Software for viewing such reports, such reports can be Distributed to unlimited number of users. However, if the Distribution of such reports requires the Software for viewing the reports, the Distribution of such reports is restricted to the Permitted Number of Named User Licenses opted by You. Any automation (via scripts or any other form of automation implementation) of the manual distribution of reports is expressly prohibited. 2.12 Automatic Distribution of Reports: Automatic Distribution of Reports in any form whether or not the Software is required for viewing the reports is restricted to the Permitted Number of users. 2.13 License Grant for Templates. The Software may include report templates and sample databases which need to be used exclusively for the purpose of illustrating various report design formats, the templates do not serve any business purpose. You may copy and modify the report templates available as part of this Software and Distribute such templates along with Your modifications for use by other permitted users or licensees of the Software provided you include a specific disclaimer that the templates are not fit for any business use. You agree to indemnify and defend Synaptris against any claims or lawsuits, including attorneys' fees that arise from or result from the Distribution of the report and report templates. 3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS 3.1 Internet-Based Services. You may use any Internet-based services associated with the Software in any manner, provided that they do not damage or disable such services. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Internet-based services associated with the Software. 3.2 Report-Writing Runtime Software Limitations. The runtime software available with the Software can be used with any other software application or process or systems that is used to automatically deliver, share or distribute documents or other work created Using the Runtime Software upto the Permitted Number of users. 3.3 You further agree and accept that prior to purchase of the Software, You have had a full, complete and comprehensive demonstration of the functionality, features and usage of the Software and that You have had the fullest opportunity to ascertain the suitability of the Software for the purpose(s) for which You are purchasing it, including but not limited to its features, usage and compatibility. You understand and irrevocably accept that in consideration of the foregoing or otherwise, once the Software is purchased and delivered to You, no return of the Software is permitted and You are fully obligated to complete payment of the purchase price of the Software (including cost of customization and reimbursement of expenses, if any mutually agreed upon). Non-usage or discontinuation of usage of the Software, either ab initio or otherwise, or termination of this Agreement for any reason whatsoever cannot and will not constitute grounds for non-payment of the purchase price (including cost of customization and reimbursement of expenses, if any mutually agreed upon) or refund of any amounts already paid. Notwithstanding anything else to the contrary in this Agreement or any other agreement, under no circumstances will Synaptris be required or obliged to make any refund of the purchase price or annual maintenance charges whatsoever 3.4. No Rental / Commercial Hosting. You may not rent, lease, lend or provide commercial hosting services with the Software or Use or permit it to be used on an Application Service Provider (ASP) model or Software as Service (SaaS) model without prior written consent from Synaptris. 3.5. Consent to use data. You agree that Synaptris may collect and use technical information gathered as part of the software support services provided to You, if any, related to the Software. Synaptris may use this information to improve the Software or to provide customized services or technologies to You. 4. INDEMNIFICATION AND PATENT INFRINGEMENT. 4.1 Synaptris represents that it owns all patented or copyrighted material contained in and all trade secrets with respect to the Software and documentation, except for third party software. Synaptris represents and warrants that it has all necessary rights and licenses to carry out its obligation under this Agreement. 4.2 You shall promptly notify Synaptris in writing of the assertion of any such claim that the Software violates the trade secret, trademark, copyright, patent, or other proprietary right of any other party. You shall cooperate with Synaptris in investigating and resolving any such claim. Synaptris shall defend You against any such claims, and shall indemnify and hold You harmless from any liability for damage, costs, or other loss, including consequential damages arising out of the subject matter of this paragraph incurred by You in connection with any such claim provided that (a) Synaptris is informed in writing within 48 hours of such claim and (b) Synaptris shall have the sole control of the defense and settlement. 4.3 Notwithstanding anything else to the contrary in this Agreement, Synaptris shall not indemnify You against any claim or liability based on Your or Your "consultant" or Your subcontractors or any third party's (who is authorized by You to use the Software) (a) modification or conversion of the Software or (b) the subsequent use of such modification or conversion or (b) the use or combination of the Software with programs or data not supplied by Synaptris. 4.4 You agree to indemnify and hold Synaptris, its partners, directors, officers, employees and agents harmless from any and all liabilities, losses, actions, damages, or claims (including all expenses, costs, and attorneys fees) arising out of Your or Your consultant?s or Your sub contractor's or any third party's (who is authorized by You to Use the Software) (a) gross negligence or willful misconduct (b) improper Use and or installation of the Software; (c) reliance on any claims, misrepresentation or warranties not made by Synaptris (d) negligence or willful misconduct resulting in any death or bodily injury; (e) violation of intellectual property rights of Synaptris or any other party (f) unauthorized Use or licensing or Distribution of the Software , report templates and reports; (g) modification or conversion of the Software or the subsequent use of such modification or conversion; (h) violation of confidential information and (i) violation of any export laws or any other act. 4.5 If the Software becomes or, in Synaptris opinion is likely to become the subject of the claim of infringement of a patent, trade secret or copyright, Synaptris may either (i) procure at no cost to You, the right to continue to Use the Software, (ii) replace or modify the Software at no cost to You to make the Software non-infringing, provided that the same function is performed by the replacement or modified software, or (iii) if any of the above alternatives are not commercially viable, terminate the license Agreement and the right to use such Software, remove the Software and where a specific fee was paid by You for such Software, grant You a credit thereon. 5. INTELLECTUAL PROPERTY OWNERSHIP, COPYRIGHT PROTECTION. The Software and any authorized copies that You make are the intellectual property of Synaptris and are owned by Synaptris. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Synaptris. The Software is protected by laws, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant You any intellectual property rights in the Software or any rights to trademarks or service marks of Synaptris and all rights not expressly granted are reserved by Synaptris. 6. RESTRICTIONS. 6.1. Copying. You shall not copy the Software except as set forth in Section 2.5. Any copy of the Software that You make must contain the same copyright and other proprietary notices that appear on or in the Software. 6.2. No Modifications. 6.2.1You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, disassemble or modify any portion of the Software or merged portion of the Software, in whole or in part, nor shall otherwise attempt to discover the source code or develop a source code version of the Software. 6.2.2 You shall not modify the Software and related materials to create Derivative Works. 6.2.3 You shall not sublicense, assign, or transfer the license granted hereunder or any part of the Software, except as expressly provided in this Agreement and that any attempt to do so shall be invalid and will automatically terminate the license and this Agreement. 6.2.4 Synaptris shall retain title to the Software, including any Derivative work, Marks, all written documentation, and any ancillary data or information concerning the Software. Synaptris also retains all rights in copyrights or patents applicable to the Software, including the computer programs, all ancillary written documentation and materials. 6.2.5 The Software is licensed as a single product and its component and or parts may not be separated for use. 6.3. Transfer and Assignment. This license is to the original buyer (You) and is specific to the location for which it was acquired. You may not sell or assign or transfer to or permit usage by another person/entity except with the written permission of Synaptris. You may not, rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein. You may, however, transfer or assign all Your rights to Use the Software to another person or legal entity as a part of permanent sale or transfer of Your business provided that: (a) You also transfer (i) this Agreement, (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Upgrades, Updates and Previously Licensed Version(s), to such person or entity; (b) You retain no copies, including backups and copies stored on a Computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which You legally acquired a license for the Software. If the Software is an Upgrade, any transfer must also include all Previously Licensed Version(s) of the Software. Partial transfers of licenses are not permitted i.e. the transfer should involve all licenses licensed to You. The license to Use this software shall not be transferred to locations other than the specific location (except in the event of Your relocation) for which the Software was purchased, without the prior written permission of Synaptris. Notwithstanding the foregoing, You may not transfer such education, pre-release, complimentary or not for resale copies of the Software except in the event of Your relocation. 6.4. Warranty. Synaptris represents and warrants that (a) it has the right to grant You all rights and licenses granted under this Agreement; (b) the Software will not infringe upon any copyright, trademark, or any intellectual property right of any third party. Synaptris does not and cannot warrant that the performance or results You may obtain by Using the software. You accept the Software "as is", with no other express or implied warranties or conditions of any kind, including, without limitation, warranties of merchantability or fitness for a particular purpose. Synaptris makes no warranties regarding the application(s) or the media of the products owned or developed by You or with respect to any third party software. Synaptris makes no representations or warranties of any kind with respect to any third party software. To the extent permitted by Synaptris's contract with the owner of any such third party software program, Synaptris will assign to You any rights that Synaptris may have under such owner's warranty. 7. LIMITATION OF LIABILITY. In no event will Synaptris be liable to You or to any third party for any damages, claims or costs whatsoever or for any consequential, indirect, incidental damages, or for any lost profits or lost savings, even if Synaptris has been advised of the possibility of such loss, damages, claims or costs. In no event will Synaptris's aggregate liability under or in connection with this Agreement exceed the amount paid by You for the licenses and the unexpired portion of support / maintenance fees. 8. AUDIT. During the term of this Agreement and for three (3) years after termination or expiration, You will maintain complete records regarding Your Use and Distribution of the Software. Upon reasonable notice to You, Synaptris may audit, at Synaptris expense, Your books and records to determine Your compliance hereunder. In the event any such audit reveals that You have underpaid Synaptris by an amount greater than five percent (5%) of the amounts due to Synaptris, or that You have knowingly breached any obligation hereunder, then, in addition to such other remedies as Synaptris may have, You shall pay or reimburse Synaptris the cost of the audit. 9. MULTIPLE ENVIRONMENT SOFTWARE / MULTIPLE LANGUAGE SOFTWARE /DUAL MEDIA SOFTWARE / MULTIPLE COPIES/ BUNDLES. If the Software supports multiple platforms or languages, or if You receive the Software on multiple media, or if You otherwise receive multiple copies of the Software, or if You receive the Software bundled with other software or hardware, the total number of Your computers on which all versions of the Software is installed cannot exceed the Permitted Number. You may not, rent, lease, sell, sublicense, lend or transfer any versions or copies of such Software You do not Use. 10. EXPORT RULES. You agree that the Software will not be shipped, transferred or exported to any country or used in any manner prohibited by any export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws of the your country, You represent and warrant that You are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that You are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if You fail to comply with the terms and conditions of this Agreement. 11. U.S GOVERNMENT RESTRICTED RIGHTS. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are defined in 48 C.F.R. ?252.227-7014(a)(1) and 48 C.F.R. ?252.227-7014(a)(5), respectively, and used in 48 C.F.R. ?12.212 and 48 C.F.R. ?227.7202, as applicable, and all as amended from time to time. Consistent with 48 C.F.R. ?12.212 and 48 C.F.R. ?227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all U.S. Government entities acquire this Software only with those rights set forth herein. 12. GENERAL PROVISIONS. 12.1 If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. 12.2 This Agreement may only be modified by a writing signed by an authorized officer of both parties. 12.3 Updates and or Upgrades may be licensed to You by Synaptris with additional or different terms. 12.4 This is the entire Agreement between Synaptris and You relating to the Software and it supersedes any prior oral or written agreements or representations or discussions or undertakings or communications or proposals or advertising relating to the Software. 13. COMPLIANCE WITH LICENSES. You agree that upon request from Synaptris or Synaptris's authorized representative, You will within thirty (30) days fully document and certify that Use of any and all Software at any time is in conformity with the Permitted Number licensed from Synaptris and Used as per the terms and conditions of this Agreement. 14. TERMINATION. This Agreement is effective until terminated. 14.1 You may terminate this Agreement at any time by providing Synaptris with written notice, provided that You have (a) returned the Software to Synaptris within 30 days of serving the notice; (b) uninstalled the Software installed in any Computer or computer server or Server Environment; (c) provide proof of destruction of the Software media within 30 days of serving the termination notice; (d) made all payments due to Synaptris including but not limited to license fees, maintenance, customization or consulting or training services including cost of travel expenses etc and Synaptris will not be liable to refund any amount paid by You for such termination. 14.2 Notwithstanding anything else mentioned in this Agreement, this Agreement may be terminated by Synaptris if You fail to comply with any of the terms and conditions set forth in this Agreement including non payment and You do not remedy such failure within thirty (30) days after receiving notice thereof. Upon termination of this Agreement by Synaptris, You agree to: (a) immediately cease all Use of the Software, including the Use and Distribution of any custom applications incorporating the Software. (b) return the Software to Synaptris within 30 days of serving the notice (c) uninstall the Software installed in any Computer or computer server or Server Environment and (d) provide proof of destruction of the Software media within 30 days of serving the termination notice and Synaptris will not be liable to refund any amount paid by You for such termination. The provisions of Section 4, 5 and 7 shall survive the termination of this Agreement. 15. GOVERNING LAW. This Agreement will be construed in accordance with and governed by the laws of the State of New York and the United States of America that would be applied to contracts entered into between New York residents to be performed entirely within New York without regard to the conflicts or choice of law rules of such state or of any other jurisdiction. 16. JURISDICTION; WAIVER OF JURY TRIAL. Each of the parties hereto irrevocably agrees that any action, suit, claim or other legal proceeding with respect to this Agreement shall be brought and determined in any court located in the County of Westchester in the State of New York or of the State of New York located in the County of Westchester (or any appeals courts thereof). The parties hereby submit to personal jurisdiction and venue in connection with any action brought to enforce or arising out of this Agreement in the County of Westchester, State of New York. Each party hereby waives its right to a jury trial for any claims that may arise out of this Agreement. 17. LINKS TO THIRD PARTY SITES. Synaptris is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. Any links provided and the inclusion of any third party links by Synaptris does not imply an endorsement by Synaptris of the third party site or their products or services. 18. SOFTWARE SUPPORT. Synaptris shall provide technical support, bug fixes and patches for the Software according to Synaptris's then prevailing support policies and standards, provided the Software is covered under a valid maintenance contract. The standard support policy of Synaptris will be applicable in the absence of a Software Support Agreement between You and Synaptris. You acknowledge that You have fully read this Agreement, understand it and agree to be bound by its terms and conditions. CONTACT: Synaptris Inc., 50 Main Street, Suite 1000, White Plains NY 10606 USA