SPRINKLE TERMS OF USE



    THE TERMS OF THIS MASTER LICENSE AGREEMENT ("AGREEMENT") GOVERN YOUR USE OF THE SOFTWARE (AS DEFINED BELOW) OF SPRINKLEDATA TECHNOLOGY PVT LTD ("SPRINKLE"). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR INSTALL SPRINKLE'S SOFTWARE. BY ACCEPTING THESE TERMS BELOW OR BY USING SPRINKLE'S SOFTWARE IN ANY MANNER, YOU, THE ENTITY YOU REPRESENT AND ANY AFFILIATE OF SUCH ENTITY (COLLECTIVELY, "CUSTOMER") AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS OR USE THE SPRINKLE SOFTWARE ("EFFECTIVE DATE").
    
    1.DEFINITIONS
    
    1.1. "Affiliate" means an entity controlling, controlled by or under common control with a party to this Agreement at any time during the term of this Agreement, for so long as such ownership and control exists, provided such entity is not a competitor to Sprinkle or in the business of developing and offering products or technologies that are substantially similar to the Software.
    
    1.2. "Customer Data" means (a) all data in Customer's databases, (b) other Customer Confidential Information used to provision the Software and to create Data Models for Customer's Software implementation, and (c) all analytical results generated by the Software.
    
    1.3. "Customer Modifications" means versions of Data Models that have been adapted by Customer using the Software. Customer Modifications are made up of Customer Data, which Customer owns, and the underlying Software, which Sprinkle owns. Customer Modification are configurations of the Software and not works for hire. Sprinkle disclaims all warranties and obligations to indemnify Customer as to Customer Modifications.
    
    1.4. "Deployment Attributes" means the quantified usage of the Software as defined on an Order Form, which may include the number of Instances, Users, computer servers, database connections and types, or other licensing attributes that may be defined by the Scope of Use.
    
    1.5. "Documentation" means the user guides and manuals for Software provided by Sprinkle to Customer for Customer's own internal business purposes.
    
    1.6. "External Business Purposes" means the use of the Software by or for the benefit of Customer's clients and their users, or other third parties, which may be referred to as "Powered by Sprinkle".
    
    1.7. "Instance" means a copy of Software installed within a single operating environment.
    
    1.8. "Internal Business Purposes" means the use of the Software by or for the benefit of the Customer's internal operations.
    
    1.9. "Data Models" means the logic & data processing methods programmed using SQL and Sprinkle web interface used to configure the Software. Data Models are made up of Customer Data, which Customer owns, and the underlying Software, which Sprinkle owns.
    
    1.10. "Order Form" means Sprinkle's order form for Software or Services that has been executed by Sprinkle and Customer. Each executed Order Form will be incorporated into this Agreement by reference.
    
    1.11. "Scope of Use" means the specific extent or limitation of Software use for Internal Business Purposes and/or External Business Purposes as defined in a related Order Form.
    
    1.12. "Services" means the professional services, technical support and other services described herein and on an Order Form.
    
    1.13. "Software" means the subscription software described on an Order Form, related Documentation, Data Models, and updates and enhancements made to the foregoing pursuant to Services, if and when made available by Sprinkle.
    
    1.14. "User" means an individual who has been provisioned directly in the Software or indirectly in another system with Software privileges or privileged access to data via the Software. The Order Form will identify applicable User types, definitions, rights, restrictions, and pricing.
    
    
    2. SOFTWARE LICENSE RIGHTS:
    
    2.1. License Grant:
    
    a) Sprinkle grants Customer a fee-bearing non-exclusive, non-transferable, non-sublicensable license (except in connection with a permissible sublicense per Section 2.1(b)) to install and use the Software for the defined Scope of Use and related Deployment Attributes on each executed Customer Order Form. Customer may permit subcontractors to use the Software within the defined Scope of Use and related Deployment Attributes on an Order Form, so long as Customer remains responsible for their compliance hereunder.
    
    b) Customer may permit third parties to use the Software as licensed Users for an associated Scope of Use that includes External Business Purposes, so long as the third parties have executed agreements (manually or electronically) with Customer at least as protective of Sprinkle's rights in the Software as this Agreement. Customer will be solely responsible to third parties for any warranties or other terms provided to them in excess of the warranty and support obligations in this Agreement.
    
    c) In all cases, Customer's use is subject to the applicable Deployment Attributes, Scope of Use and other restrictions described on the Order Form. If Customer exceeds the Deployment Attributes, Customer will promptly notify Sprinkle and pay Sprinkle the additional fees due in accordance with pricing on the Order Form.
    
    2.2. License to Make Customer Modifications: Sprinkle further grants to Customer the right to modify and adapt Data Models for use as part of the Software. In all cases, Customer owns all Confidential Information used to prepare Data Models and Customer Modifications. Sprinkle owns the underlying code as part of the Software.
    
    2.3. License Term: Each Software license is granted for the time period specified in the Order Form pursuant to which the Software is provided to Customer, subject to the provisions of this Agreement.
    
    2.4. Renewal: The subscription term will automatically renew for the same term as previous unless either party notifies the other in writing at least 30 days prior to expiration of the then-current term, so long as Sprinkle makes the Products available. Sprinkle will invoice Customer for the subscription fees at the list prices in effect at the time of renewal.
    
    2.5. Restrictions: Customer shall not, and shall not allow others to: (a) cause or permit the reverse engineering, disassembly, or decompilation of any portion of any Software; (b) remove any copyright notices or other proprietary notices or restrictions from the Software; (c) knowingly disclose results of any benchmark or other performance tests to any third party; or (d) except as permitted by Section 2.1(b) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, service provider or similar purposes.
    
    2.6. Ownership Rights: The Software constitutes proprietary works of Sprinkle and its licensors, protected by copyright and other intellectual property laws. Except for the rights granted herein, Sprinkle and its licensors retain all rights, title and interest, including all intellectual property rights, in the Software and the Documentation. The terms "purchase" and "sale" in reference to the Software notwithstanding, it is expressly agreed by the parties that title to the Software does not pass to Customer and Customer's rights with respect to the Software will only be that of a licensee.
    
    What Sprinkle Owns: The Software constitutes proprietary works of Sprinkle and its licensors, protected by copyright and other intellectual property laws. Except for the rights granted herein, Sprinkle and its licensors retain all rights, title and interest, including all intellectual property rights, in the Software and the Documentation. The terms "purchase" and "sale" in reference to the Software notwithstanding, it is expressly agreed by the parties that title to the Software does not pass to Customer and Customer's rights with respect to the Software will only be that of a licensee.
    
    What Customer Owns: Customer retains all rights to Customer Data. Sprinkle disclaims all ownership and other rights as to Customer Data, except any limited rights granted by Customer to allow the Software to analyze Customer Data.
    
    2.7. No Transfers: The Software may not be transferred or redistributed to any third party.
    
    
    3. SERVICES
    
    3.1. Enablement and Support Terms: Sprinkle will provide the setup, training and installation Services as identified on the Order Form, and the technical support Services.
    
    3.2. Professional Services: If Customer requests that Sprinkle provide other Services not described on an Order Form or in this Agreement, the parties will execute a separate Order Form or SOW to describe such Services, applicable fees and other relevant provisions.
    
    
    4. INVOICING, PAYMENT AND REPORTING
    
    4.1. Fees, Taxes and Payment: Customer will pay Sprinkle in Indian Rupees. Unless otherwise stated, all fees are due 7 days from the date of Sprinkle's invoice, all fees are non-cancelable and non-refundable. The Sprinkle list prices mentioned are exclusive of GST.
    
    4.2. Embedded Reporting: Customer acknowledges that Sprinkle Software may contain automated reporting routines that will automatically identify and analyze certain aspects of use and performance of Products and/or the systems on which they are installed, as well as the operator and operating environment (including problems and issues that arise in connection therewith), and provide e-mail and other reports to Sprinkle; this includes, without limitation, information on usage that Sprinkle uses for billing purposes. Sprinkle will be entitled to inspect the installation and configuration of such Products and systems