Agreement Detail

SOFTWARE END USER LICENSE AGREEMENT

1. PARTIES
This Agreement is made and entered into by and between: RUNIBEX TECHNOLOGY INC. , with offices 36 Commercial Road Staines-Upon-Thames Middlesex ENGLAND TW18 2QL, hereinafter referred to as "Runibex" And The User who is the organization that signs this Agreement and / or Order or downloads the Software for a free trial. Where the Software is downloaded for a free trial, this term also means the individual who downloads the Software. hereinafter referred to as "User".

2. DEFINITIONS

2.1. Affiliate : Any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a party to this Agreement, by way of ownership of more than 50% voting equity interests in a company.
2.2. AWS Services : Refers to the cloud computing platform hosting service provided by AWS to User pursuant to an agreement and/ or Order entered into by and between AWS and User.
2.3. AWS Terms and Policies : Refers to all the terms, conditions, restrictions, and policies applicable to User resulting from the Order and from User's subscription to, and use of, AWS Services, including the AWS customer agreement, acceptable use policy, site terms, content terms, and service terms.
2.4. Documentation : The reference, installation, administrative and user manuals relating to the use of the Software published by Runibex and delivered by Runibex to Customer.
2.5. Services : The professional services to be performed by Runibex.
2.6. Software : All or any portion of the binary computer software programs for the Runibex commercial software products licensed to Customer under this Agreement and/ or Order and associated Documentation, trial license and including all corrections and updates thereto provided as part of Support and Maintenance. For clarity, Software includes all documentation and other content, in whole or in part, related to User's access and use of Software that Runibex may elect in its sole discretion to provide User, including all content available from Runibex. For clarity, Software includes any and all error corrections, bug fixes, updates, upgrades, or new versions or releases of the Software that Runibex may elect in its sole discretion to provide.
2.7. Order : AWS ordering documentation (including a registration webpage), pursuant to which User obtain limited access to the Software.
This Agreement ("Agreement") is a binding legal contract between User and Runibex regarding the Software and Services.

3. ACCESS AND USE; RESTRICTIONS
3.1. Access and Use: Subject to User's compliance with all the terms, conditions, and restrictions of this Agreement and/ or Order and all the terms, conditions, and restrictions of the AWS Terms and Policies, Runibex grants non-exclusive, non-transferable, subscription-based access to, and use of, the Software worldwide (subject to applicable export laws) solely to run User's internal business operations and solely on the AWS Services as limited by the Order (including limitations of time and resources), until terminated in accordance with this Agreement.
3.2. License to Client Software: Subject to User's compliance with all the terms, conditions, and restrictions of this Agreement and / or Order and all the terms, conditions, and restrictions of the AWS Terms and Policies, Runibex grants non-exclusive, limited-term, non-transferable license to install and use the Client Software on User's computer(s) solely for purposes of facilitating User's use of the Marketplace Software, until terminated in accordance with this Agreement.
3.3. Restrictions. User is not allowed to access or use the Software, except via the AWS Services. User is not allowed to use the Software or AWS Services in a way intended to avoid incurring fees or exceeding the limitations agreed to in an Order. For example, User will not access or use the Software on a trial basis for more than one trial period, except with written permission from an authorized Runibex representative. Except as required to access and use the Software on the AWS Services, User is not allowed to copy, modify the Software or create derivative works based on the Software. User is not allowed to license, sublicense, sell, resell, loan, rent, lease, transfer, assign, or distribute the Software and/or to time share or otherwise commercially exploit or make the Software available to any third party. User shall not disassemble, reverse engineer, or decompile the Software, except to the extent expressly permitted by applicable law without the possibility of contractual waiver, access the Software with intent to build a competitive product or service, or copy or substantially copy any ideas, features, functions, organization, structure, graphics, or user interface of the Software. User shall not make any use of, disclosure of, or perform any acts with respect to, the Software other than as expressly permitted by the terms of this Agreement and the Order.
3.4. Reservation of Rights: The Software, including all full and partial copies thereof, is and remains the exclusive property of Runibex and its licensors. Except for the access and use rights expressly set forth in this Agreement, no license or other rights in or to the Software or Runibex's and its licensor's intellectual property rights therein, are granted to the User, and all such licenses and rights are expressly reserved. User shall ensure that all copies of the Software contain Runibex's and its licensors' copyright notices and all other proprietary legends.

4. RESPONSIBILITIES
4.1. User will comply with the AWS Terms and Policies and are responsible for such compliance by User and Affiliates. User is responsible for installation, configuration, and secure operation of, as well as secure connectivity to, the Software and AWS Services. User is responsible for population, maintenance, security, protection, loss prevention, and backup of User's data and other content. User will ensure that User's data and other content is free of all viruses and comparable elements which could harm the systems or software used on the AWS Services, including the Software. User will ensure that User collect, maintain and handle all data in compliance with all applicable data privacy and protection laws, rules and regulations. Notwithstanding any assistance or consulting that Runibex may provide User with respect to the AWS Services, Runibex is not responsible for any aspect of the AWS Services, including its availability, reliability, security, and privacy.
4.2. User is responsible for monitoring User's access to, and use of, the Software on AWS Services, including payment of all fees and/or taxes related to such access and use. If User accesses the Software is on a trial basis, User is still responsible to pay for the AWS Services during the trial period. If User access or use the Software after the trial period, User is responsible to pay for the Software thereafter. User agrees that Runibex is permitted to request and receive information from AWS related to User's use of the Software for auditing purposes.
4.3. To the full extent permitted by applicable law, User shall defend, indemnify and hold harmless Runibex, its affiliates and its licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: (a) User or any Users' use of the Software; (b) breach of this Agreement or violation of applicable law by User or any User; (c) any content in User's AWS account or the combination of such content with other applications, content or processes (including combination with the Software), including any claim involving alleged infringement or misappropriation of third-party rights by such content or combination; or (d) breach of any obligation or duty User owe to a third party. Runibex will promptly notify User of any claim subject to this section, but failure to promptly notify User will only affect User's obligations to the extent that such failure prejudices User's ability to defend the claim. User may: (a) use counsel of User's own choosing to defend against any claim; and (b) settle the claim as User deem appropriate, provided that User obtain Runibex's prior written consent before entering into any settlement. Runibex may also assume control of the defense and settlement of the claim at any time.

5. PRICE AND PAYMENT
5.1. Fees: User will pay to AWS the fees plus any applicable Taxes (as described in Section 4.2) for access to the Software and AWS Services in accordance with AWS Terms and Policies. Invoicing and collection of the fees and any applicable Taxes by AWS is done on behalf of Runibex. Except as set forth in Section 4, the fees User pay for access to the Software are nonrefundable.
5.2. In no event, will Runibex provide, or be liable for, any refund of the fees User pay for access to the AWS Services. Refunds, if any, regarding the fees User pay for access to AWS Services are solely at AWS's discretion. User will provide, and authorize AWS to provide, to Runibex any and all the information required to process an Order, including all information required for calculation of the applicable Taxes such as the correct name, location and identification number for tax purposes.
5.3. Taxes: Except to the extent expressly stated by Runibex, the fees and other charges do not include federal, state or local sales, VAT, GST, use, property, excise, service, or similar taxes ("Taxes") now or hereafter levied. User will be invoiced for, and pay, all Taxes as required by applicable law. User will cooperate with Runibex and AWS by providing all information required for the calculation and invoicing of all applicable taxes. User will provide a valid tax-exemption certificate, for any tax from which User claim exemption.

6. TERM AND TERMINATION
6.1. Term: This Agreement and User's access to the Software will become effective as of the date of this Agreement and shall continue in effect thereafter in accordance with this Agreement, unless terminated earlier under this Section 6. User will cease use of the Software at the end of the time period for which User is paying to access the Software.
6.2. Suspension and Termination by Runibex: Runibex may suspend or terminate User's right to use the Software (in whole or in part) at any time upon written notice if we determine that (a) User or a User's use of the Software (i) poses a security risk to the Software, the AWS Services, or any third party, (ii) may adversely impact the Software, the AWS Services, or any third party, (iii) may subject Runibex, our affiliates, our licensors, or any third party to liability, or (iv) may be fraudulent; (b) User are, or any User is, in breach of this Agreement; or (c) User have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of User's assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. In addition to the foregoing right, Runibex may terminate this Agreement, including the licenses herein, at any time upon written notice. User will cease use of the Software identified in such notice(s) during any period of suspension, or upon termination of this Agreement or other termination of User's right to use such Software. Where termination by Runibex is solely for its own convenience and to the extent feasible, Runibex will provide User with thirty (30) days prior written notice and will refund the unused fees pre-paid by User for access to the Software for the affected time period and Software. For any other termination or suspension by Runibex, Runibex will not provide, or be liable for, any refund. In no event will Runibex provide, or be liable for, any refund of fees paid by User for access to the AWS Services.
6.3. Suspension and Termination by AWS: User acknowledge that the AWS Terms and Policies include rights in AWS to suspend and terminate User's AWS account, which will suspend or terminate User's access to, and use of, the Software. In such event, Runibex will not provide, or be liable for, any refund, including fees pre-paid by User for access to the Software.
6.4. Termination by User: User may terminate this Agreement or User's use of the Software at any time without notice.
6.5. User's Termination Duties: Upon termination, User will (a) remove the affected Marketplace Software and Supplemental Software from User's AWS account and (b) irretrievably destroy all copies in User's possession or control of the affected Client Software and of all documentation and other content related to the affected Software. Upon request, User will certify in writing that the foregoing has occurred. In the event of termination of this Agreement, the "affected Software" refers to all of the Software, documentation and other content related to this Agreement. Termination does not relieve User from User's obligation to pay fees that remain unpaid.

7. TECHNICAL SUPPORT
7.1. Runibex will make reasonable efforts to provide User with the support services expressly described by Runibex in Documentation, as modified from time to time, subject to the conditions stated in such support service description. Except for the Support Services, this Agreement does not require Runibex to provide User with any installation, training, maintenance services (including any error corrections, bug fixes, or new releases of the Software), technical assistance, consulting services, or other services of any kind (collectively and individually, "Other Services"). Other Services, if any, are provided to User at Runibex's sole discretion. The Support Services and Other Services are collectively and individually referred to as "Services".
7.2. At its sole discretion, Runibex may provide periodic updates to the Software. If available, such updates may include bug fixes, new features and/or enhancements. User is solely responsible for deploying such updates at User's own risk and liability.

8. DISCLAIMER OF WARRANTY
The software and services are provided "as is." Runibex and its affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the software and services, including any warranty that the software and services will be uninterrupted, error free or free of harmful components, or that any content in user's AWS account, including User's content and data, will be secure or not otherwise lost or damaged. Except to the extent prohibited by law, Runibex and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

9. LIMITATIONS OF LIABILITY
Runibex and its affiliates and licensors will not be liable to user for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use, or data), even if advised of the possibility of such damages. Runibex and its affiliates and licensors will not be responsible for any compensation, reimbursement, or damages arising in connection with: (a) User's inability to use the software or services, including as a result of any (1) termination or suspension of this agreement or User's use of, or access to, User's AWS services, the software, or the services, (2) discontinuation of, or modification to, any or all of User's AWS services, the software, or the services, or, (3) any downtime of all or a portion of User's AWS services, the software, or the services for any reason, including as a result of power outages, system failures. software failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by user in connection with this agreement or User's use of, or access to, the AWS services, the software, or the services; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of User's content or other data. In any case, Runibex's and its affiliates' and licensors' aggregate liability under this agreement will be limited to the amount user actually pay during the 12 months preceding the claim for the software or services that gave rise to the claim. this disclaimer of liability shall apply to the full extent permitted by applicable law regardless of the form of action that may be brought against Runibex or its affiliates or licensors, whether in an action in contract, tort, product liability, strict liability, statute, law, equity or otherwise.

10. WARRANTY
10.1. Runibex warrants that the Software, unless modified by Customer, will perform the functions described in the Documentation and Runibex will undertake to correct any reported error in accordance with the Documentation.
10.2. Runibex represents and warrants that it will perform Services in a diligent and workmanlike manner consistent with industry standards.
10.3. Runibex disclaims all other warranties, express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose. Runibex does not warrant that the Software will meet Customer's requirements, that the Software will operate in the combinations which Customer may select for use, that the operation of the software will be uninterrupted or error-free, or that all error conditions will be corrected.

11. CONFIDENTIALITY
11.1. "Confidential Information" means information that is clearly identified in writing at the time of disclosure as confidential, and information that would reasonably be understood to be confidential by its nature, and includes the pricing and commercial terms in any pricing proposal or Order Form. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party.
11.2. Non-Disclosure Obligations: Each party receiving ("Receiving Party") Confidential Information from the other party ("Disclosing Party") agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as permitted by the Disclosing Party; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and (d) to make Confidential Information available to authorized persons only on a "need to know" basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation.

12. FORCE MAJEURE Runibex will be free of liability to Customer where Runibex is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure such as, but not limited to earthquake, typhoon, flood, fire, foreign war, civil war, acts of terrorism, mobilization, insecurities, strike, riot, any event which seriously disturbs public law and order, governmental regulations, acts of governments.

13. ASSIGNMENT
Customer may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Runibex; provided, that such consent shall not be required for assignment to an Affiliate of Customer who is not a competitor of Customer or purchaser of all or substantially all of the assets or equity securities of Customer. Any prohibited assignment or sublicense shall be null and void.

14. GOVERNING LAW AND DISPUTE RESOLUTION
If Customer is entering into the Agreement from a European Union member country, Norway, Switzerland, Japan, India, Turkey or Australia then the Agreement is governed by the laws of England and subject to the exclusive jurisdiction of the courts of England and Wales. Otherwise, the Agreement is governed by the laws of the State of California and subject to the exclusive jurisdiction of Federal Court for the Northern District Court of California, without giving effect to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.

15. NOTICES
All notices shall be in writing and sent by first class mail or overnight mail (or courier), or transmitted by facsimile (if confirmed by such mailing), to the addresses indicated on the first page of this Agreement, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party.