End User License Agreement

THIS IS A “CLICKWRAP AGREEMENT,” BY USING OR INSTALLING THIS PRODUCT, THE INDIVIDUAL OR A PERSON DOING SO GUARANTEES THAT HE OR SHE IS AUTHORIZED TO FALL INTO THIS AGREEMENT WITH Softek Info Inc. ON BEHALF OF LICENSEE, THAT HE OR SHE HAS READ AND UNDERSTANDS THE TERMS OF THIS AGREEMENT AND THAT LICENSEE AGREES TO BE BOUND BY THIS AGREEMENT. IF LICENSEE DOES NOT ABIDE TO THE TERMS OF THIS AGREEMENT, LICENSEE HOLDER IS NOT ALLOWED TO INSTALL, USE OR ALLOW THE INSTALLATION OR USE OF THIS PRODUCT.

This Suite contains selected freeware which has been tested and tried by Softek Info Inc. software experts for their proper functionalities.


1. DEFINED TERMS
The agreement means that this Softek Info Inc. user LICENSE AGREEMENT along side the applicable Order Documents (if any), the License Key email received from Softek Info Inc. if any and also the Schedule A connected hereto if any conjointly the extra Terms.  Authorized Use means that use of the merchandise in accordance with the terms of this Agreement or as per the extra Terms if any.
Authorized User means that someone, or variety of people per the extra Terms, if any, WHO is/are accredited to use the merchandise underneath this Agreement. Go User means that a person who accesses or uses undergo its program.
Community License may be a variety of licenses granted by Softek Info Inc. to sure non-profit organizations, tutorial establishments or open supply comes as more outlined by the community license page on the Softek Info Inc. web site or otherwise determined in Softek Info Inc. sole discretion. Effective Date means that the sooner of the date on that Softek Info Inc. and licensee enter into this Agreement or the date on that Softek Info Inc. provides licensees with the merchandise. License Key begin Date means that the date on that the License Key for the merchandise, if any, is provided to licensee.

Licensee means that someone or entity real or legal workout rights granted by Softek Info Inc. underneath this License. Wherever license may be a legal entity, license includes any presently existing or future entity that controls, is controlled by, or is underneath common management with licensee, wherever “control” means that (a) the direct or indirect power to regulate the management and direction of such entity, whether or not by possession, contract, or otherwise, or (b) possession of half (50%) or a lot of of the outstanding shares, possession of a stake, or helpful possession of such entity.
Product means that the PC code program delineated within the further Terms, if any, or within which this Agreement is enclosed, together with any updates provided to licensees by Softek Info Inc., to the extent not provided underneath a separate agreement, however excluding Third Party code.
The term means that the term of the license granted underneath this Agreement as outlined herein or within the further Terms, if any, together with any renewal of the Term unless the context indicates otherwise. Third-Party code means that Third-Party PC code accredited to Softek Info Inc., that is distributed with the merchandise. The agreement means that this Softek Info Inc. user LICENSE AGREEMENT along side the applicable Order Documents (if any), the License Key email received from Softek Info Inc. if any, and also the Schedule A connected hereto if any conjointly the extra Terms.
Authorized Use means that use of the merchandise in accordance with the terms of this Agreement or as per the extra Terms if any.
Authorized User means that someone, or variety of people per the extra Terms, if any, WHO is/are accredited to use the merchandise underneath this Agreement.
Go User means that a person WHO accesses or uses undergo its program.
Community License may be a variety of licenses granted by Softek Info Inc. to sure non-profit organizations, tutorial establishments or open supply comes as more outlined by the community license page on the Softek Info Inc. web site or otherwise determined in Softek Info Inc. sole discretion. Effective Date means that the sooner of the date on that Softek Info Inc. and licensee enter into this Agreement or the date on that Softek Info Inc. provides licensees with the merchandise. License Key begin Date means that the date on that the License Key for the merchandise, if any, is provided to licensee.
Licensee means that someone or entity real or legal workout rights granted by Softek Info Inc. underneath this License. Wherever license may be a legal entity, license includes any presently existing or future entity that controls, is controlled by, or is underneath common management with licensee, wherever “control” means that (a) the direct or indirect power to regulate the management and direction of such entity, whether or not by possession, contract, or otherwise, or (b) possession of half (50%) or a lot of of the outstanding shares, possession of a stake, or helpful possession of such entity.
Product means that the PC code program delineated within the further Terms, if any, or within which this Agreement is enclosed, together with any updates provided to licensees by Softek Info Inc., to the extent not provided underneath a separate agreement, however excluding Third Party code.
The term means that the term of the license granted underneath this Agreement as outlined herein or within the further Terms, if any, together with any renewal of the Term unless the context indicates otherwise. Third-Party code means that Third-Party PC code accredited to Softek Info Inc., that is distributed with the merchandise.

2. LICENSE FEES
License Fees are those fees collected by licensee to Softek Info Inc. in the thought of Licensee’s licensed Use of the merchandise. The precise quantity or the calculation of the License Fees is represented within the extra Terms if any and therefore the License Fees area unit due and collectible to Softek Info Inc. starting on the sooner of the date of execution of the Agreement or License Key begin Date and continued for the Term till payment fully subject to earlier termination by either Softek Info Inc. or licensee in accordance with this Agreement. Within the event of cancellation or termination of this Agreement, no pro-rata refunds are going to be created.

3. GRANT OF LICENSE
Subject to licensee having paid and continued to pay the applicable License Fees, and therefore the terms and conditions of this Agreement, Softek Info Inc. herewith grants licensee a non exclusive, non-transferable, non-assignable restricted license to use the merchandise by the licensed Users for the licensed Use. With relation to the merchandise, the terms of this Agreement follow and replace any terms contained in any pre existent agreement between Softek Info Inc. and license. With relation to Third-Party code, the terms of the third-party licenses applicable to the Third-Party code governing the utilization of such Third-Party code by the licensee.
A licensee could create further copies of the merchandise as necessary for deposit or backup functions only if the license reproduces and includes all copyright trademark, emblem or alternative proprietary notices on each copy within the same type within which they seem in or on the first copies provided to licensees by Softek Info Inc..
Licensee might not distribute, sub-license, translate, reverse-engineer, decompile, or break apart the merchandise together with Third-Party code or the text file or conceive to derive the text file in the other manner save and solely to the extent any preceding restriction is prohibited by applicable law or to the extent as is also permissible by the terms of the licenses applicable to the Third-Party code modify the merchandise or merge all, or any a part of the merchandise or the code into another program; or take away, modify or alter any Softek Info Inc. copyright trademark emblem, or alternative proprietary mark or notice from any a part of the merchandise or text file.

4. TERM OF LICENSE
This license shall begin on the Effective Date and continue for the Term subject to earlier termination by either Softek Info Inc. or licensee in accordance with this Agreement.  Aside from Community Licenses that shall have a term of 1 (1) year, or as set forth within the further Terms, if any, the term of this License can mechanically renew for consecutive terms thenceforth, subject to earlier termination by either Softek Info Inc. licensee in accordance with this Agreement.

5. MAINTENANCE AND SUPPORT
Softek Info Inc. can offer Maintenance and Support for all or any Licensees in accordance with the applicable terms of this Section five. For such Maintenance and Support, Softek Info Inc. can create cheap efforts to resolve via phone or email, all problems associated with malfunctions or errors resident within the Product. Softek Info Inc. won't be liable for errors or malfunctions caused by any of the following: use of the merchandise on unsupported platforms like browser, OS, and networking; use of the merchandise on hardware or software package configurations that don't meet the system necessities such as by Softek Info Inc.; use of the merchandise aside from in accordance with this Agreement; failure ensuing from misapplication or abnormal use as determined by the user instruction, manual or specification provided by Softek Info Inc. or virus introduced by third parties or retailer, any repair, adjustment, alteration, or modification of the merchandise while not Softek Info Inc.’ previous written consent the provision of macros, macro development capabilities, plugins, genus Apis and bound Product ASCII text file shall not be deemed to be Softek Info Inc.’ consent to any repair, adjustment, alteration or modification of the merchandise for functions of Maintenance and Support third-party applications or parts, unless such applications or parts square measure Third-Party Software; environmental problems outside of Softek Info Inc.’ management, as well as while not limitation network and classification system permissions, topology or CPU capability. With the acquisition of Maintenance and Support, retailers can receive the correct to use updates that Softek Info Inc. makes an offer to the final public from time to time, either within the type of patches. Softek Info Inc. can offer support just for the then current unharness of the merchandise, the foremost recent previous unharness of the merchandise, and every one different releases of the merchandise, if any, throughout the six half-dozen month amount before the support request.
For subscription-based retailers subject to Licensee having paid and continued to pay the applicable License Fees, Maintenance and Support for the merchandise throughout the Term of the license are provided by Softek Info Inc..
For perpetual Licensees, subject to retailer having paid the applicable License Fees and also the applicable annual Maintenance and Support Fee set forth within the extra Terms, Maintenance associate degree Support for the merchandise are provided by Softek Info Inc. on an annual basis. Annual Maintenance and Support for perpetual Licensees can start on the Effective Date and mechanically renew annually unless a minimum of sixty (60) days before such renewal date, either party provides to the opposite party written notice of termination. The upkeep and Support Fee for such renewal amount are set by Softek Info Inc. in accordance with its then-current maintenance and support fees for the merchandise, however Softek Info Inc. won't increase such fees to the retailer by over one-fifth (20%) from one year to follow. For early termination of the upkeep and Support no pro-rata refunds are created.
For Community Licensees, no Maintenance and Support is provided by Softek Info Inc. unless specifically in agreement otherwise within the extra Terms, if any.

6. LICENSEE’S OBLIGATIONS
The licensee can guarantee its compliance with this Agreement and stop unauthorized use and distribution of the merchandise. The licensee shall keep exclusive possession of and management over the merchandise. The licensee shall make sure that the merchandise is employed solely by approved Users for the approved Use. The licensee shall take affordable security measures to forestall any prohibited activities beneath Section three of this Agreement.

7.  CONFIDENTIALITY
Softek Info Inc. herewith reserves all rights not expressly granted during this Agreement. The merchandise contains proprietary material trade secrets and alternative valuable confidential and proprietary info owned by Softek Info Inc.. This license confers no right title or possession interest in or to any copyright, trademark, logo, or marque of Softek Info Inc. or within the Product itself and every one associated holding rights square measure maintained by Softek Info Inc..

8. LIMITED WARRANY AND LIABILITY
a) Softek Info Inc. provides the merchandise “as is” and “as available” while not warrantee of any kind either specific or understood as well as however not restricted to the understood warranties of state satisfactory quality and fitness for a selected purpose. Softek Info Inc. doesn't warrant that the functions contained within the product can meet the Licensee’s needs or that the operation of the merchandise are uninterrupted or error or defect free, or that defects within the Product are corrected. b) Beneath no circumstances as well as negligence shall Softek Info Inc. be chargeable for any lost profits, loss of information, price of procural of substitute computer code, merchandise or services, or special, indirect, incidental or important loss or damages, either in contract or acts Reus, arising out of or in reference to this Agreement or that result from the employment or inability to use the merchandise, though Softek Info Inc. is suggested of the likelihood. Additionally, in no event shall Softek Info Inc.’ total liability for all damages, losses and causes of action exceed the amount paid by the licensee beneath this Agreement. To the extent that liability for death or personal injury caused by its negligence caused by dishonest false statement or deceit or the other liability that will not be excluded or restricted by applicable law, Softek Info Inc. doesn't exclude or limit its liability. c) The Parties agree that the restrictions on ANd exclusions of liability listed during this Section eight were freely negotiated and square measure an integral a part of worth} therein the merchandise wouldn't be offered for a similar price and beneath a similar terms and conditions had such limitations on and exclusions of liability not been enclosed during this Agreement. d) To the extent the preceding warrantee disclaimer or limitation of liability isn't allowed by applicable law then the liability of Softek Info Inc., and licencee’s remedy shall be restricted to at Softek Info Inc.’ option: (i) the re-supply of any defective Product or defective Maintenance and Support services because the case might be; or (ii) the refund of any license fees paid by Licensee for the defective Product, or the refund of the annual Maintenance and Support Fees obtained the amount among that defective Maintenance and Support services were performed, because the case could also be.

9. INDEMNIFICATION
a) Softek Info Inc. can defend or settle at its expense any action brought against licencee primarily based upon the claim that the merchandise once employed in accordance with this agreement, directly infringes a celebrated U.S. Patent or copyright; provided, however, that: (i) licensee notifies Softek Info Inc. promptly in writing of any such claim; (ii) license doesn't enter into any settlement associated with any claim while not Softek Info Inc.' previous written consent; (iii) Softek Info Inc. has sole management of any claim and every one connected settlement negotiations; and (iv) as requested license provides Softek Info Inc. with all info and help necessary to settle or defend the claim. (b) If the merchandise becomes or might within the opinion of Softek Info Inc., become the topic of a claim of infringement of any third party holding right, Softek Info Inc. might at its choice and as licensee’s exclusive remedy: (i) procure the proper for a license to use the merchandise; (ii) replace or modify the merchandise to create it non-infringing; or (iii) refund any license fees for the Product paid by licensees. (c) Licensee can defend or settle, at Licensee’s expense, any action brought against Softek Info Inc. primarily based upon the claim that any modifications licensee makes to the merchandise or any combination of the merchandise with computer code or alternative things not approved by Softek Info Inc. infringes or violates any third party holding right provided, however, that Softek Info Inc. accommodates a similar needs printed in subsections (i) -(iv) of Subparagraph (a). (d) Nonetheless something herein to the contrary, Softek Info Inc. shall don't have any obligation to defend license or to pay Licensee’s prizes, damages or attorney’s fees, or have any liability some, for ANy claim ensuing from or as a result of any modifications to the merchandise or any combination of the merchandise with alternative with product or alternative things not approved by Softek Info Inc. or any failure to implement an update to the merchandise or if licensee is otherwise not victimization the merchandise in accordance with this Agreement.

10. BREACH CURE AND TERMINATION OF THE AGREEMENT
This Agreement will be terminated by Softek Info Inc. within the event of breach by the licensee. Breach by license includes: 1) the failure to forestall unauthorized use or distribution of the Product; 2) accessing, using, modifying, or distributing Third-Party computer code severally of the merchandise and while not permission; 3) non-payment, or 4) the other activity that violates this Agreement. Softek Info Inc. might terminate this Agreement now upon giving notice to licensee if when giving the licensee written notice that it's in breach of the Agreement, the licensee fails to cure the breach among seven days of receipt of the notice; except that within the case of Licensee’s failure to pay License Fees or accommodates Section three, Softek Info Inc. reserves the proper to terminate this Agreement now and unexpectedly or chance to cure. Within the event of termination of this Agreement: a) all outstanding License Fees and the other amounts owed by licensees square measure now due and payable; and b) all license rights (including while not limitation the perpetual license) granted to licensee beneath this Agreement and in respect to the merchandise square measure revoked and also the license should destroy all copies of the merchandise.
Subscription primarily based Licensees might not terminate this Agreement throughout the Term however might terminate any renewal amount beneath this Agreement by providing Softek Info Inc. with written notice of termination a minimum of sixty (60) days before the applicable renewal date.
Perpetual Licensees might elect to not renew the annual Maintenance and Support amount by providing Softek Info Inc. with written notice of non-renewal a minimum of sixty (60) days before the annual renewal date.

11. TAX
The licensee is liable for all taxes apart from taxes levied on Softek Info Inc.’ financial gain. License fees don't embrace any applicable taxes. If Softek Info Inc. is needed to pay any sales use merchandise and Services, price additional, or alternative taxes with respect to Licensee’s purchase, those taxes are booked to and paid by licensees.

12. EXPORT
Licensee acknowledges that this Product could also be subject to export controls or restrictions by the u. S., in addition, license affirms that, to Licensee’s data, license isn't enclosed on any list that may cause Softek Info Inc.' export of this Product to license to be prohibited by the laws or rules of the u. S., as well as the Department of Commerce’s ("DOC") Denied Persons, Entities, and unproven Lists; the U.S. Department of State’s Debarred List; or on the U.S. Department of Treasury’s lists of Specially selected Nationals, Specially selected Narcotics Traffickers, or Specially selected Terrorists. Licensee agrees to accommodate all applicable export and re-export management laws and rules, as well as the Export Administration rules ("EAR") maintained by the U.S. Department of Commerce. Specifically licensee agrees that license won't directly or indirectly sell, export, re-export, transfer, divert, or otherwise eliminate the merchandise received from Softek Info Inc. to any destination, entity, or person prohibited by the laws or rules of the u. S., while not getting previous authorization from the competent government authorities pro re nata by those laws and rules. Licensee agrees to indemnify, to the fullest extent allowable by law, Softek Info Inc. from and against any fines or penalties that will arise as a result of any breach of this provision.

13. ASSIGNMENT
A licensee might not assign its rights beneath this Agreement except within the case of an amendment au fait of the licensee, as well as a merger or sale. Licensees should provide Softek Info Inc. sixty days written notice of any such assignment. Softek Info Inc. might assign its rights and obligations beneath this agreement for any reason and will not the consent of the license.

14. PUBLICITY
Licensee grants Softek Info Inc. the proper to spot license as a user in Product promotion. At any purpose licensee will submit a written request via email to info@Softek Info Inc..com to possess Softek Info Inc. take away Licensee’s name, among thirty days, from any future promotion.

15. SEVERABILITY
Each provision of this Agreement shall be understood in such a way of being effective and valid beneath applicable law. The invalids or unenforceability of any provision of this Agreement shall in no means have an effect on the validity or enforceability of the other provision hereof. Any invalid or unenforceable provision shall be deemed cut off from this Agreement and also the balance of this Agreement shall be construed and implemented as if this Agreement didn't contain the actual provisions(s) command to be invalid or unenforceable soon result the first intent of the parties hereto.

16. GOVERNING LAW
This Agreement shall be deemed dead in U.S.A. and shall be ruled by and construed in accordance with the laws of the State of Delaware, while not relevance selection of law or conflict of law principles. For functions of social control of arbitration awards, evenhanded relief, or if for the other reason judicial proceeding is permissible beneath this agreement, every party herewith irrevocably agrees to the exclusive personal jurisdiction and venue of any court set within the State of Delaware.

17. NO WAIVER
No failure or delay by either party in workout any right power or privilege granted beneath this Agreement shall operate as a relinquishment thence, nor shall any single or partial exercise thence preclude the other or any exercise thence or the exercise of any right, power or privilege granted beneath this Agreement. The knowing relinquishment of a Breach of this Agreement or the failure of a celebration to exercise any right beneath this Agreement shall in no event represent a relinquishment on the other Breach whether or not similar or dissimilar in nature, or stop the exercise of any right beneath this Agreement.

18. SURVIVAL
The provisions of Sections two, 6, 7, 8, 9, 12, 14, 15, 16, 18, nineteen and twenty shall survive the cancellation or termination of this Agreement. All alternative provisions of this Agreement, that by their terms or import square measure meant to survive such cancellation or termination, shall survive.

19. NO THIRD PARTY BENEFICIARIES
This agreement might solely be implemented by the parties hereto and their various successors and assigns and there are not any third-party beneficiaries to the current Agreement.

20. AUDIT RIGHTS
Licensee agrees the least bit times throughout the term of this agreement and for 3 (3) years when cancellation or termination of this agreement, to allow Softek Info Inc. or its approved representative upon affordable notice access to examine all facilities as well as systems, workstations and alternative hardware and storage devices to make sure compliance with the terms and conditions of this Company.

21. AMENDMENT
This Agreement will solely be changed by mutual written assent of the parties. The parties agree that the terms on either party’s commercial instrument invoice or alternative business forms aren't binding on the opposite party and shall not be of any result some and should not have an effect on altering or modify the terms and conditions of this Agreement unless they're expressly incorporated into a proper understanding signed by each party.

22. U.S. FEDERAL procural needs
PURSUANT TO way fifty two.212-5(E) AND/OR way fifty two.244-6, FOR ANY ORDER DOCUMENTS REFERENCING a particular U.S. GOVERNMENT PRIME CONTRACT, ALL APPLICABLE procural rules needed BY FEDERAL STATUTE OR REGULATION TO BE INSERTED IN U.S. GOVERNMENT SUBCONTRACTS APPLY, as well as however NOT restricted TO fifty two.203-13, CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT, FAR 52.203-15, source PROTECTIONS beneath THE yankee RECOVERY AND REINVESTMENT ACT OF 2009, FAR 52.219-8 - UTILIZATION OF tiny BUSINESS issues, FAR 52.222-26 - civil right, FAR 52.222-35 - civil right FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND alternative ELIGIBLE VETERANS, FAR 52.222-36 - social action FOR staff WITH DISABILITIES, FAR 52.222-39 - NOTIFICATION OF worker RIGHTS regarding PAYMENT OF UNION DUES OR FEES, FAR 52.222-41 - contract ACT OF 1965, FAR 52.222-50 – COMBATING TRAFFICKING IN PERSONS, FAR 52.222-51, EXEMPTION FROM APPLICATION OF THE contract ACT TO CONTRACTS FOR MAINTENANCE, standardisation, OR REPAIR OF sure instrumentality – needs, FAR 52.222-53, EXEMPTION FROM APPLICATION OF THE contract ACT TO CONTRACTS sure enough SERVICE – needs, FAR 52.222-54, EMPLOYMENT ELIGIBILITY VERIFICATION, FAR 52.226-6, PROMOTING EXCESS FOOD DONATION TO non-profit-making ORGANIZATIONS, FAR 52.247-64 - PREFERENCE FOR in private owned U.S. FLAG business VESSELS (AS needed IN ACCORDANCE WITH PARAGRAPH (D) OF way CLAUSE fifty two.247-64. THESE PROVISIONS HAVE a similar FORCE AND result AS IF THEY WERE declared IN THEIR FULL TEXT.

23. U.S. GOVERNMENT RIGHTS
IF you're at U.S. ENTITY THEN you ought to remember THAT THE computer code could be a “COMMERCIAL ITEM,” AS THAT TERM IS outlined IN forty eight CFR two. 101, CONSISTING OF “COMMERCIAL laptop SOFTWARE” AND “COMMERCIAL laptop package,” per se TERMS square measure employed in forty eight CFR twelve. 212. Per forty eight CFR twelve. 212 AND forty eight CFR 227.7202-1 AND 227.7202-4, ALL SUCH CUSTOMERS ACQUIRE THE computer code WITH solely THOSE RIGHTS SET FORTH HEREIN. THE TERMS OF THIS LICENSE square measure SUBJECT TO forty eight CFR fifty two. 227-19. THE USE, DUPLICATION, OR revealing BY THE U.S. OF THE computer code IS SUBJECT TO RESTRICTIONS AS PROVIDED IN forty eight CFR twelve. 211 AND 12.212, 48 CFR 52.227-19, 48 CFR 252.227-7015, AS APPLICABLE.
THIS business computer code AND business laptop package WAS DEVELOPED ENTIRELY AT personal EXPENSE AND IS supplied with RESTRICTED RIGHTS TO you. s. GOVERNMENT AGENCIES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, FAR 12.212 AND DFARS 227.7202 FOR business TECHNICAL knowledge. THE RESTRICTIONS SET FORTH IN way twelve. 211 AND FOR Department of Defense AGENCIES DFARS 252.227-7015 SHALL conjointly APPLY. Knowledge 1st created within the PERFORMANCE of labor beneath THIS AGREEMENT IS PROVIDED TO U.S. GOVERNMENT AGENCIES IN ACCORDANCE WITH way fifty two. 227-14 (B) (1) (I). THESE PROVISIONS HAVE a similar FORCE AND result AS IF THEY WERE declared IN THEIR FULL TEXT.

24. ENTIRE AGREEMENT
This Agreement, the applicable Order Documents if any the License Key email if any, and Schedule A hooked up hereto (if any), represent the complete agreement between the parties with relevancy the topic matter hereof, and supersedes and replaces all previous or contemporaneous understandings, representations, communications, or agreements, written or oral, as well as any further or contrary terms contained in any licensee commercial instrument or alternativeprocurablel document, relating to the merchandise or in any means associated with Softek Info Inc. holding rights within the Product.