End User Software License Agreement

Version date: March 17th, 2016

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6 AND 7; AND LIABILITY IN SECTION 8. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.

1. Definitions

When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

“Licensor” means Ethos Integrated Solutions LLC, with its main address located at Office 301, Ibn Batuta Gate Offices, Dubai, United Arab Emirates.

“Software” or “Solution”  are interchangeable and means (a) all of the contents of the files  or other media with which this Agreement is provided, including but not limited to (i) the Licensor or third party computer information or software; (ii) digital images, stock photographs, clip art, sounds or other artistic works (“Stock Files”); (iii) related explanatory written materials or files (“Documentation”); and (iv) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by the Licensor (collectively, “Updates”).

“Use” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

“Licensee” means You or Your Company, unless otherwise indicated.

“Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by the Licensor.

“Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. This definition also includes mobile devices including, but not limited to smart phones.

“Documentation” means the User Guides, ToolTips, Explainer Videos, FAQ’s and any other reference information that can be accessed within the Solutions.

“Subscription Package” means the period and level of Solution that you select when paying for access to the Solution.

“Subscription Period” means the period between the subscription start date and the subscription expiry date. This period is defined by you when you choose how to pay for the Solution. For example, if you choose monthly billing, the Subscription Period is one calendar month, if you choose annual billing, the Subscription Period would be one calendar year.

“Add-Ons” means additional elements that can be added to the Subscription Package to tailor the product for your requirements.

2. Software License

As long as you comply with the terms of this End User License Agreement (the “Agreement”), the Licensor grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation. The Documentation may be amended and updated from time to time, under the sole discretion of the Licensor  and will made available within the Software. By agreeing to these terms, you agree that you will ensure you familiarize youself with the current and any future versions of the Documentation and agree that this will define the purpose of your use of the Services.

2.1 General Use

You may use the Software on your compatible computer, up to the Permitted Number of computers; or

2.2 Server Use

With explicit written approval from the Licensor, you may install one copy of the Software on your computer file server for the purpose of downloading and installing the Software onto other computers within your internal network up to the Permitted Number. No other network use is permitted, including but not limited to, using the Software either directly or through commands, data or instructions from or to a computer not part of your internal network, for internet or web hosting services or by any user not licensed to use this copy of the Software through a valid license.

2.3 Stock Files

Further to clause 2.2, Unless stated otherwise in the “Read-Me” files associated with the Stock Files, which may include specific rights and restrictions with respect to such materials, you may display, modify, reproduce and distribute any of the Stock Files included with the Software. However, you may not distribute the Stock Files on a stand-alone basis, i.e., in circumstances in which the Stock Files constitute the primary value of the product being distributed. Stock Files may not be used in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic material or any material that infringes upon any third party intellectual property rights or in any otherwise illegal manner. You may not claim any trademark rights in the Stock Files or derivative works thereof.

2.4 Limitations

To the extent that the Software includes the Solutions, (i) you may not alter or modify the installer program or create a new installer for any of such software, (ii) such software is licensed and distributed by the Licensor, and (iii) you are not authorized to use any plug-in or enhancement that permits you to save modifications to a file with such software.

3. Intellectual Property Rights

The Software and any copies that you are authorized by the Licensor to make are the intellectual property of and are owned by the Licensor and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of the Licensor and its suppliers. The Software is protected by copyright, including without limitation by United Arab Emirates Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 (“Software License”).

Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested the Licensor to provide the information necessary to achieve such operability and the Licensor has not made such information available.

The Licensor has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by the Licensor to you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Licensor’s Customer Support Department. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners’ names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant you any intellectual property rights in the Software.

4. Transfer

You may not, rent, lease, sublicense or authorize all or any portion of the Software to be copied onto another users computer except as may be expressly permitted herein. You may, however, following written consent of the Licensor, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer each this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, and all copies of font software converted into other formats, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.

5. Multiple Environment Software / Multiple Language Software / Dual Media Software / Multiple Copies/ Bundles / Updates

If the Software supports multiple platforms or languages, if you receive the Software on multiple media, if you otherwise receive multiple copies of the Software, or if you received the Software bundled with other software, the total number of your computers on which all versions of the Software are installed may not exceed the Permitted Number. You may not, rent, lease, sublicense, lend or transfer any versions or copies of such Software you do not Use. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use the Update. You may continue to Use the previous version of the Software on your computer after you receive the Update to assist you in the transition to the Update, provided that: the Update and the previous version are installed on the same computer; the previous version or copies thereof are not transferred to another party or computer unless all copies of the Update are also transferred to such party or computer; and you acknowledge that any obligation the Licensor may have to support the previous version of the Software may be ended upon availability of the Update.

6. No Warranty

The Software is being delivered to you “AS IS” and the Licensor makes no warranty as to its use or performance. THE LICENSOR AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

7. Payments and Solution Access

The Licensor permits the payment of Subscription in two forms, which can be selected within the Solution:

Credit Card

Upon selection of the Subscription Package that you would like to utilize, you will be re-directed to a Payment Gateway to complete the payment transaction. If you choose this method of payment, at the end of each Subscription Period, your Credit Card will be processed again to complete the renewal of your subscription upon the same package that you initially selected. If the payment request is successful, your account will continue to be active with no disruption to service. In the event that the payment request is declined, your account will be immediately suspended until such time as you successfully process another payment. If a payment is not received within thirty(30) calendar days of the end of a Subscription Period, the Licensor will instigate a Cancellation under clause 8.

Other Forms

Including but not limited to, Bank Transfer. Upon selection of the Subscription Package that you would like to utilize, you will receive an automated Invoice for the Subscription Package chosen.  You will obtain instant access to the Solution under the Subscription Package you have selected and will have ten(10) days to forward the payment to the account details outlined in the Invoice. In the event that payment is not received within ten(10) days, your account will be suspended until payment is received. Five(5) days prior to the expiry of the Subscription Period, you will receive an Invoice for renewal of your Subscription Package for the next Subscription Period. You will have ten(10) days from the end of the Subscription Period to remit the payment for renewal. If payment is not received within ten(10) days, your account will be immediately suspended until payment is received. If a payment is not received within thirty(30) calendar days of the end of a Subscription Period, the Licensor will instigate a Cancellation under clause 8.

8. Amendment/ Cancellation

8.1 Amendment to Subscription Package

Changes can be made to the Subscription Package at any time. In the event that you make changes to the Subscription Package, the Subscription Period will change to the corresponding date of the change to the Subscription Package and the Subscription Period selected. Where you amend your Subscription Package before the end of the Subscription Period, credit will be applied to your account for the unused portion of the Subscription Period.

8.2 Addition of Add-Ons

Where add-ons are chosen after the start of a Subscription Period, they will be charged at the Pro-rata’d cost to align to the next Subscription Period expiry date. Thereafter, you will be charged at the full cost of the add-ons, based on the Subscription Period chosen. Subscription Packages and Add-Ons cannot be charged on differing Subscription Periods.

8.3 Cancellation

Either party can affect an immediate cancellation of the license.  Where a cancellation takes place prior to the end of the Subscription Period, the unused portion of the Subscription Package and any add-ons will be credited to your account. Once a cancellation has been processed, your access to the Software will be deactivated and all content created within the Software will be stored for a maximum of 24 months. Following the expiry of this period, any information and content will be deleted.

8.4 Refunds

In the event that you request a refund of the credit available in your account, the Licensor will charge a fee of 25% of the Credit Balance for administration costs. Refunds should be requested by contacting the support team.

Clause 8 is subject to review and amendment by the Licensor from time to time, and any subsequent changes or amendments to these terms shall be made available through the Products. By agreeing to these terms, you are agreeing to all future changes to this clause and agree to regularly review the terms made available through the Products.

9. Pre-release Product Additional Terms

If the product you have received with this license is pre-commercial release or beta Software (“Pre-release Software”), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supercede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from the Licensor, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre-release Software is provided to you “AS-IS”, and the Licensor disclaims any warranty or liability obligations to you of any kind. You acknowledge that the Licensor has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that the Licensor has no express or implied obligation to you to announce or introduce the Pre-release Software and that the Licensor may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by the Licensor, you will provide feedback to the Licensor regarding testing and use of the Pre-release Software, including error or bug reports. You agree that you may not and certify that you will not sublicense, lease, loan, rent, or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by the Licensor of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from the Licensor and to abide by the terms of the End User License Agreement for any such later versions of the Pre-release Software. Notwithstanding anything in this Section to the contrary, you agree that you will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for the Licensor’s first commercial shipment of the publicly released (commercial) Software.

10. Limitation Of Liability

IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A LICENSOR’S REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THE LICENSOR’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits the Licensor’s liability to you in the event of death or personal injury resulting from the Licensor’s negligence or for the tort of deceit (fraud). The Licensor is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact the Licensor’s Customer Support Department.

11. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of Dubai International Financial Centre of Dubai, United Arab Emirates.

12. General Provisions

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of the Licensor. Updates may be licensed to you by the Licensor] with additional or different terms. This is the entire agreement between the Licensor and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

13. Compliance with Licenses

If you are a business or organization, you agree that upon request from the Licensor or its authorized representative, you will within thirty (30) days fully document and certify that use of any and all the Licensors Software at the time of the request is in conformity with your valid licenses from the Licensor.

If you have any questions regarding this Agreement or if you wish to request any information from the Licensor please use the address and contact information included with this product to contact its office serving your jurisdiction.

The Licensor, MAPOVATE, KnowledgeTRAK and the MAPOVATE and KnowledgeTRAK brands are either registered trademarks or trademarks of the Licensor in the United Arab Emirates and/or other countries.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.

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