NCS Accelerators Term of Use 1. Licence NCS Pte. Ltd. ("NCS") grants to you a non-exclusive, non-transferable, non-sublicensable license to use the Software solely for the purpose of your internal evaluation of the Software. You shall not use the Software on any time sharing, remote job entry or bureau service arrangement; sell, distribute, loan, license, lease or otherwise rent the Software; or copy, translate, modify, adapt, reverse engineer, decompile or disassemble the Software. 2. Intellectual Property Rights NCS and its licensors retain all title, ownership and other intellectual property rights and interests in and relating to any and all Software source and object code, know-how, methodologies, technologies,drawings, specifications and documentation, all derivative works thereof or other information of NCS or otherwise owned, developeed or licensed by NCS. No title or other intellectual property right is transferred hereunder. 3. Termination Without limiting the generality of any other provisions herein, NCS may terminate your licence to use the Software immediately if you breach any of these terms of conditions or if you dispose of the Software. Upon such termination, all rights granted to you hereunder will cease and you shall cease immediately all use of the Software and either return the Software to NCS or otherwise destroy the Softwre and all copies thereof and provide NCS with a letter certifying such destruction in accordance with the term herein. 4. Disclaimer of Warranty The Software is provided to you without charge and you understand and agree that the Software is provided strictly on an "AS IS" basis, without warranty of any kind, including, without limitation, the implied warranties of merchantability, satisfactory quaility and fitness for a particular purpose. All other terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating to the Software are hereby excluded. NCS its licensors and suppliers do not warrant that the Software is non-infringing, that will meet your requirements or that its operation will be uninterrupted or error-free The entire risk in and relating to performance of the Sofrware is assumed by you. 5. Limitation of Liability In no event whether based on contract, tort or otherwise, shall NCS, its licensors or suppliers be liable for any loss or damage (including consequential loss, incidental loss, business interruption, loss of business or other pecuniary damage) however cauused and regardless of form of action, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software. PROVIDED THAT nothing herein provided shall exclude any liability of NCS in respect of death or personal injury resulting from the negligence of NCS or its employees or agents. The limited warranty and liability provisions herein shall survive any termintation or expiry of the licence of the Software granted hereunder. 6. Indemnification You shall indemnify and hold NCS, its employees and agents harmless from and againts, and defend any claim, suit or proceding and pay any settlement amounts or damages arising out of claims resulting from your acts, omissions or negligence or those of your employees, subcontractors or agentes. 7. General 7.1 Non waiver of any breach of these terms shall be deemed to be waiver of any other or of any subsequent breach. The failure of NCS to enforce at any time any of the provisions of these terms shall in no way be interpreted as a waiver of such provision. 7.2 There terms shall be governed by and construed according to the laws of the Republic of Singapore without regard to its conflict of law principles or the United Nations Convention on Contracts for the International Sale of Goods. You consent and submit to the hurisdiction of the courts of Singapore. NCS shall retain the right to bring proceedings againts you in the courts of any other country which has jurisdiction. Notwithstanding the foregoing, nothing herein prevents either party from applying to the courts of any other country for injunctive or other interim relief. 7.3 Notwithstanding anything to the contrary contained in these terms or any other document executed in relation hereto, the Contracts (Rights of Third Parties) Act 2001 of the Republic of Singapore ("Act") shall not apply to any of these terms, whether expressly or by implication. A person who is not a party to these term shall have no right under the Act to enforce any of them term.