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EULA - End User License Agreement

SBSCC SOFTWARE LICENCE AND MAINTENANCE AGREEMENT

PLEASE READ THE FOLLOWING CAREFULLY:

This SBSCC SOFTWARE LICENCE AND MAINTENANCE AGREEMENT ("Agreement") between you, an individual or a business organization ("you"), and SBS Computer Consultancy (Pvt) Ltd, Sri Lankan limited liability company, ("SBSCC," "we" or "us") sets forth the terms and conditions under which you may use the SBSCC Software Product you are installing, which consists of the enclosed Software and Documentation and related materials (the "Product"). By installing, copying or otherwise using the Product, whether this is an initial installation or an update, you accept the terms and conditions of this Agreement, which supersede any and all prior agreements between us.

If you do not accept this Agreement, you may obtain a full refund of your Licence Fee (not including shipping charges) by returning the Product to us (unless you downloaded the Software) along with all accompanying materials within fourteen (14) days of your purchase.

1. LICENCE

SBSCC grants and you accept, a non-exclusive, non-transferable Licence to use the Product, pursuant to the terms and conditions stated in this Agreement. All right, title and interest in and to the Product belongs to and remains with SBSCC or its suppliers.

2. DEFINITIONS

"Licence" means your right to use the Product as specified in this Agreement.

"Software" means the particular SBSCC Software computer application program recorded on the enclosed CD-ROM(s) or provided in a download file(s), any update thereto which we may later provide to you, any back-up copies made, and the CD-ROM(s) or download file(s) themselves.

"Documentation" means the User Guides, Help Files, Training Courses, and other materials, whether electronic or printouts you create or we supply trademarks and other associated materials packaged with the Software or later provided to you by us.

"Number of Users" means the total number of computer workstations upon which the Product can be installed or authorised to access or otherwise utilize the Product.
3. LICENCE AND MAINTENANCE; FEES; TERMINATION

Licence and Maintenance:

Limited to the number of Users, we authorize you to use the Product so long as you comply with this Agreement and your Licence remains valid and effective. In addition, during the effective period of your Licence we shall provide to you any new, corrected or enhanced versions of the Product which we develop. This is referred to as "Maintenance". Maintenance will normally be provided in the form of download files distributed over the Internet. Maintenance shall include all modifications to the Product which add additional capabilities, capacity or functionality to the Product. You acknowledge that we are entitled to, and will, monitor your use of the Product in order to determine compliance with your Licence under this Agreement. Such monitoring, however, will never include accessing your data other than Licence information.

Fees:

In consideration for your Licence and the Maintenance we agree to provide during the term of your Licence as specified in this Agreement, you agree to pay our Licence Fee, and, beginning on the first anniversary of your purchase, to pay an annual Maintenance Fee in the amount published by SBSCC as of the time the annual Maintenance Fee is due. The obligation to pay the Annual Maintenance Fee applies to single and multiple User systems.

In addition to all other amounts due hereunder, you also agree to pay to us, or reimburse to us as appropriate, the amount(s) due for sales tax on the Product, if any, and for any other taxes which are quantified directly by payments made by you to us. However, in no event shall you be obligated to pay any tax payable on SBSCC's income or paid for SBSCC's privilege of doing business.

Termination:

If the Maintenance Fee is not paid when due, or upon your failure to comply with any other term or condition of this Agreement, your Licence to use the Product terminates. In that event, you will not be able to obtain Support Services and the Product will thereafter cease to function.

4. SBSCC SOFTWARE'S RIGHTS

Our Product contains confidential, unpublished information protected by copyright, trade secret and trademark laws of various jurisdictions and by international treaties. You may not disclose the Product, or any part of it, to others, or remove or alter the ownership and copyright notices on the CD-ROM provided to you which contains the Product. You must prevent any unauthorised use, copying, or disclosure of the Product. You agree to indemnify us and hold us harmless from any costs, fees or damages which we incur as a result of, or in relation to, any breach of this Agreement by you. These obligations survive any termination of your Licence.

5. LIMITATIONS ON USE

You may install the Product on a single computer or network file server. So long as the Product is used by only the authorised number of Users, you may transfer it from one computer or network file server to another or copy it for backup or training purposes. You may not otherwise copy or use the Product in either whole or part. You may not translate, decompile, disassemble or convert the Software into another programming language, or produce derivatives of the Product. You may not lend, resell, lease, rent, sub-Licence or otherwise transfer the Product or your rights under this Agreement. Neither this Agreement nor any interest in this Agreement may be assigned by you without the prior express written approval of SBSCC. However, you may assign this Agreement in its entirety to a person or entity which concurrently acquires substantially all of the assets of your business enterprise. In order for any assignment to be effective, and as a condition thereof, the assignee must agree to be bound by and comply with the terms of this Agreement.

6. LIMITED WARRANTY AND DISCLAIMER OF OTHER WARRANTIES

WE WARRANT THAT THE PRODUCT WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION FOR A PERIOD OF NINETY (90) DAYS FROM YOUR RECEIPT THEREOF. NOTWITHSTANDING THE ABOVE, WE WARRANT THAT THE SOFTWARE MEDIA IS FREE FROM DEFECTS IN MANUFACTURE. WE WILL REPLACE ANY DEFECTIVE MEDIA AT NO CHARGE SUBJECT TO NOTIFICATION OF THE DEFECT WITHIN NINETY (90) DAYS OF THE DATE THAT YOU ACQUIRED THE PRODUCT.

EXCEPT AS SPECIFICALLY STATED, THERE ARE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, FOR THE PRODUCT. WE EXPRESSLY DISCLAIM ANY WARRANTY AS TO PERFORMANCE OF THE PRODUCT AS INSTALLED ON ANY PARTICULAR COMPUTER, NETWORK OR NETWORK FILE SERVER OR DEVICE THEREIN. WE ALSO EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT YOU ARE NOT SATISFIED WITH THE PERFORMANCE OF THE PRODUCT, YOUR SOLE REMEDY IS TO RETURN THE PRODUCT TO US WITHIN NINETY (90) DAYS OF THE DATE YOU ACQUIRED IT IN EXCHANGE FOR A REFUND OF THE PURCHASE PRICE, LESS SHIPPING AND HANDLING AND UNPAID CHARGES FOR SUPPORT SERVICES. OUR LIABILITY TO YOU OR ANYONE ELSE FOR DAMAGES SHALL NOT EXCEED THE INITIAL LICENCE FEE YOU PAID FOR THE PRODUCT.

IN NO EVENT SHALL WE, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PRODUCT, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES RESULTING FROM OR RELATING TO THE USE OF THE PRODUCT OR ARISING OUT OF ANY BREACH OF ANY WARRANTY, EVEN IF CAUSED BY THE NEGLIGENCE OF SBS COMPUTER CONSULTANCY (PVT) LTD.

(Please Note: Some jurisdictions may not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages, so the above exclusion and limitation may not apply to you.)

7. NETWORK/HARDWARE DISCLAIMER

SBSCC may provide general recommendations as to hardware, software and networks upon which the Product is intended to function. However, we do not provide technical or other support with respect to the installation and maintenance of any particular computer, network or other hardware. Thus, we expressly disclaim any representation, warranty or guarantee that the Product will function as intended while running on any particular device, computer or computer network or network file server.

8. SUPPORT SERVICES

Subject to our policies and procedures set forth in this Agreement, in the Documentation, and in any other materials published by us in any media, SBSCC currently provides services to support our customers' use of the Product ("Support Services"). Support Services are separate from the Maintenance described herein, and in addition, expressly exclude the installation and maintenance of particular devices, computers or networks. Support Services will be available to you only if you are currently licenced to use the Product. SBSCC is not obligated to provide Support Services on a no-charge basis, and retains the discretion to establish, modify, terminate, or waive any fee, procedure or policy at any time and without any further notice to you.

9. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties and may be amended only in a writing signed by both parties hereto. This Agreement takes the place of any prior agreement, oral or written, and any other communications between us concerning the Product, and supersedes any prior agreement.

NO VENDOR, WHOLESALER, DISTRIBUTOR, DEALER, RESELLER, RETAILER, SALES PERSON, CONSULTANT, NETWORK INTEGRATOR, OR OTHER PERSON IS AUTHORISED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THIS AGREEMENT.

10. GENERAL TERMS AND CONDITIONS

(a) This Agreement shall be construed in accordance with the laws of Sri Lanka, The parties agree that any legal action or proceeding to enforce or interpret this Agreement, or which otherwise relates to or concerns the terms of this Agreement, will be brought in the Sri Lanka court, which is empowered to adjudicate matters arising from events occurring in Sri Lanka. Any term of this Agreement found to contravene a jurisdiction's law will be deleted without affecting the remaining terms. Any express or implied waiver by us of a breach of this Agreement, and any failure by us to enforce any term of this Agreement, shall not constitute a waiver of our rights in connection with any later breach or enforcement. No legal action arising out of or relating to this Agreement may be started by you more than one year after the claim or cause of action has accrued. In any legal action or proceeding to enforce or interpret this Agreement, or which otherwise relates to or concerns the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable expenses and attorney's fees.

(b) The program is provided "as is".