Visual Trio xp SOFTWARE LICENSE AGREEMENT IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Trio Computers Pvt. Ltd. (hereinafter "Company”) for the Visual Trio xp software accompanying this EULA, which includes computer software and may include associated media, program documentation and printed materials, and "on-line" or electronic documentation (“Software Product “or "Software"). READ THE TERMS OF THIS EULA TERMS BEFORE INSTALLING, COPYING OR USING THE SOFTWARE PRODUCT. INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE PRODUCT INDICATES YOUR ACCEPTANCE OF THIS EULA.THIS SOFTWARE PRODUCT WAS ACQUIRED UNDER AN AGREEMENT WITH TRIO COMPUTERS PVT.LTD. THEN ADDITIONAL TERMS SPECIFIED IN SUCH AGREEMENT MAY APPLY TO YOUR USE OF THE SOFTWARE. 1. LICENSE GRANT. Subject to the terms set forth in this EULA, you may use one copy of the Enclosed Software and associated program documentation (“Documentation”), solely for your Internal business purposes, for execution on single user software for single computer & multi user software for LAN system only, and only in accordance with any Applicable restrictions on use set forth in the Documentation. No license, right, or interest in any Trademark, trade name, or service mark of TRIO COMPUTERS PVT.LTD. Or any third party is granted you under this License. 2. INTELLECTUAL PROPERTY RIGHTS. All title, copyrights and other intellectual property rights in and to the Software Product (including but not limited to any images, text, and "applets" incorporated into the Software product), the accompanying Documentation and any other printed materials, and any copies of the Software Product are owned by TRIO COMPUTERS PVT.LTD. and are protected by Indian States copyright and other laws relating to the protection of intellectual property and by National treaty provisions. Therefore, among other things, you must treat the Software and Documentation like any other copyrighted material (e.g., a book or musical recording). You may either (a) make one (1) copy of the Software solely for backup or (b) transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes. You must reproduce and include the copyright notice on the backup copy. You may not copy any of the Documentation. The Software Product is licensed, not sold. 3. RESTRICTED USE. Executing the Single user Software on more than one computer is strictly prohibited. You may not rent, lease or lend the Software, but you may make a one-time transfer of the Software, the Documentation, and this EULA on a permanent basis provided you retain no copies thereof and the transferee agrees to be bound by the terms of this EULA. Such transfer may not be by way of consignment or any other indirect transfer. You may not reverse engineer, decompile, or disassemble the Software. You may not rename, edit or create any derivative works from the Software or the Documentation. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one computer. Without prejudice to any other rights or remedies TRIO COMPUTERS PVT.LTD. may have, this EULA shall terminate automatically if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and the Documentation and all of their component parts. 4. LIMITED 365-DAY WARRANTY. TRIO COMPUTERS PVT.LTD. warrants to you (if you are the original licensee of this EULA only) for three Hundred sixty five (365) days from the date of delivery to you of the Software Product (the “Warranty Period”), that the Software shall perform substantially in accordance with the Documentation provided, and that any furnished media will be free from defects in material and workmanship under normal use. FOR WARRANTY ASSISTANCE CONTACT YOUR DISTRIBUTOR OR TRIO COMPUTERS PVT.LTD. AT THE ADDRESS BELOW. Any implied warranties are limited to three Hundred sixty five (365 ) days. Except as expressly provided in the foregoing, the entire risk arising out of use or performance of the Software Product remains with you. 5. NO OTHER WARRANTIES. The agents, employees, and distributors of TRIO COMPUTERS PVT.LTD. are not authorized to make modifications to this warranty, nor are additional warranties binding on Visual Trio xp. Accordingly, additional statements such as advertising or presentations, whether oral or written, by TRIO COMPUTERS PVT.LTD., its distributors or its agents do not constitute warranties by TRIO COMPUTERS PVT.LTD. and should not be relied upon as warranties by TRIO COMPUTERS PVT.LTD. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4 ABOVE, THE SOFTWARE IS BEING FURNISHED TO YOU ON AN “AS IS” BASIS ONLY, AND TRIO COMPUTERS PVT.LTD. AND ITS SUPPLIERS MAKE NO OTHER REPRESENTATIONS,CONDITIONS, OR WARRANTIES, EXPRESSED OR IMPLIED. ANY IMPLIED WARRANTY OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT IS EXPRESSLY DISCLAIMED BY TRIO COMPUTRS PVT. LTD. AND ITS SUPPLIERS. IFSUCH DISCLAIMER IS DISALLOWED BY A COURT OF LAW, THEN ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE IS LIMITED IN DURATION TO THE 365 -DAYS WARRANTY PERIOD. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you. This warranty gives you specific legal rights and you may have other rights, which vary from state to state. 6. CUSTOMER REMEDIES. YOUR SOLE AND EXCLUSIVE REMEDY AND TRIO COMPUTERS PVT.LTD. SOLE AND EXCLUSIVE LIABILITY HEREUNDER SHALL BE, WITHIN THE RECEIPT WITHIN THE WARRANTY PERIOD, AT TRIO COMPUTERS PVT. LTD.TRIO COMPUTRS PVT. LTD.'S OPTION, REPLACEMENT OR REPAIR OF SOFTWARE THAT DOES NOT MEET TRIO COMPUTERS PVT.LTD. LIMITED WARRANTY OR A REFUND OF THE SOFTWARE'S PURCHASE PRICE. TRIO COMPUTERS PVT.LTD. 'S SUPPLIERS SHALL NOT BE HELD TO ANY LIABILITY FOR ANY DAMAGES SUFFERED OR INCURRED BY YOU. 7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL TRIO COMPUTERS PVT.LTD. OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL COLLATERAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF CUSTOMERS, LOSS OF GOOD-WILL, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, CLAIMS BY ANY PARTY OTHER THAN YOU, OR ANY AND ALL SIMILAR DAMAGES OR LOSS EVEN IF TRIO COMPUTERS PVT.LTD. ITS SUPPLIERS, OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. LIMITATION OF LIABILITY. TRIO COMPUTERS PVT.LTD.'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE. Trio Computers Pvt. Ltd. shall have no liability or responsibility for Software altered, modified, or converted by you or a third party, damages resulting from accident, abuse, or misapplication, or for problems due to the malfunction of your hardware or software not supplied by TRIO COMPUTERS PVT.LTD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS EULA SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 9. TERMINATION. This EULA is effective until terminated and terminates without notice from TRIO COMPUTERS PVT.LTD.if you fail to comply with any of its provisions. Upon termination you shall destroy the Software and all copies or portions thereof, together with the Documentation. 10. GENERAL. This EULA has been made in and its validity, interpretation, construction and performance shall be governed by and be in accordance with the laws of Mumbai Jurisdiction, as such laws are applied to agreements entered into and to be performed entirely within Jurisdiction between Jurisdictions residents, without reference to its laws governing conflicts of law. Each of the parties hereto agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in state or federal court located in Mumbai Court, and each party hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement. Each of the parties hereto hereby waives trial by jury and waives any objection to venue of any action instituted hereunder in accordance with the provisions of this Section. This EULA represents the entire statement of the understandings and agreements among the parties in regard to the subject matter hereof. 12. EXPORT RESTRICTIONS. You agree that you will not export or re-export the Software to any country, person, entity or end user subject to INDIAN export restrictions. 13. EFFECT OF WAIVER; SEVERABILITY. Failure by company to enforce any provision of this EULA shall not be deemed a waiver of that provision or of any other provision of this EULA. Any waiver of a provision of this EULA at a particular time or under particular circumstances shall not have the effect of waiving any other provision, or of waiving the same provision at a different time or under different circumstances. If any provision or part of this EULA shall, to any extent, be or become invalid or unenforceable, the remainder of this EULA shall not be affected thereby, and every other provision of this EULA shall remain valid and enforceable to the full extent permitted by law. Further, any term or condition which is held to be illegal or unenforceable shall remain in effect as far as possible in accordance with the intention of the parties. 14. ENTIRE AGREEMENT. This EULA is the complete and exclusive agreement between you and TRIO COMPUTERS PVT. LTD., superceding all other prior arrangements, understandings, practices, communications and agreements between the parties relating this subject matter. 15. INJUNCTIVE RELIEF. You understand and agreed that notwithstanding any other provisions of this EULA, a breach by Distributor of Section 1 (“License Grant”) or Section 3 (“Restrictions on Use”) may cause Trio Computers Pvt. Ltd. irreparable damage for which recovery of money damages would be inadequate. In addition to any and all remedies available at law, Trio Computers Pvt. Ltd. shall be entitled, in the event of any such breach, as a matter of right, to timely injunctive relief or other equitable relief without the need for posting a bond in any court of competent jurisdiction to prevent violation or contravention of Section 1 or 2 and to compel compliance with the terms thereof by you. You hereby irrevocable waive any defense based on the adequacy of any remedy at law which might otherwise be asserted by Trio Computers Pvt. Ltd. as a bar to the remedy of specific performance in any action brought by Trio Computers Pvt. Ltd. To enforce its rights under this Section. Should you have any questions concerning this EULA, or if you desire to contact Trio Computers Pvt. Ltd. for any reason, please contact Trio Computers Pvt. Ltd. A/204, Parsian Apartment ,V.P.Road, Andheri(West), Mumbai- 400 053. INDIA Tel : 91-22-2670 20 89 / 2670 20 90. E-mail : trio@vsnl.com
 
I have read the enclosed license agreement and agree with all the terms and conditions.