SoftwareLicenseAgreement.pdf

Eridge House, Coach & Horses Passage, The Pantiles, Tunbridge Wells, TN2 5NP, England.

Troika International Limited. The Pines, Boars Head, Crowborough, TN6 3HD Registered in England 03990424.

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SOFTWARE LICENSE AGREEMENT IMPORTANT: BY INSTALLING THE SOFTWARE SUPPLIED BY TROIKA ON A COMPUTER SYSTEM YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT.

1. General In these conditions of license: “Troika” means Troika International Limited; a company based in England and with its normal place of business at Eridge House, Coach & Horses Passage, The Pantiles, Tunbridge Wells, TN2 5NP, United Kingdom. “Customer” means the person, firm or company licensing the software from Troika “the Licensed program” means the software supplied by Troika “System” means one (1) computer system “Agreement” means this agreement in its entirety “License Key” means license key in either physical (Dongle) or in software form (Flex/Flexera) as supplied by Troika “Non-Transferable License” means a license that cannot be transferred without Troika’s written consent. Troika may at its own discretion make a charge for transferring a license.

2. Software License Agreement Troika agrees to grant and the Customer agrees to accept on the following terms and conditions, a Non-Transferable License to use the Licensed program, to be supplied to the customer following the agreement to purchase the Licensed program. Troika does not sell rights in its Licensed programs and specifically retains all rights therein and the title thereto including, but not limited to, copyright and intellectual property rights, which remain the right of Troika.

3. Period of License This license to use Troika’s software will commence on the date that the Licensed program is installed on a computer system. The License hereby granted is either perpetual, time limited or event limited as defined in the agreement under which the license was purchased and subject to full payment terms having been met, the software having been satisfactorily registered with Troika and subject to any right of termination being applied under Clause 7 of this Agreement.



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For security reasons Troika will renew License keys on an annual basis even where the license purchased is perpetual or extends across the annual renewal date. The license key renewal will be for the version of the Licensed program to which the Customer is entitled and this may be an historic version if support and maintenance has not been maintained and there is no entitlement to version upgrades.

4. License The License hereby granted under this Agreement authorises the Customer to use the Licensed program enabled by the License Key supplied by Troika. The Licensed program, as a single entity, may be removed from one System and transferred to another System owned and operated by the Customer provided always that the Licensed program is only used on one System at a time for a single use (“Call”) unless a separate license fee has been paid for each additional System whereby a separate License Key or entitlement will have been supplied by Troika. This agreement, and any of the Licenses, programs or materials to which it applies may not be assigned, sub-licensed or otherwise transferred by the customer without Troika’s prior written consent. No right to print or copy in whole or in part, the Licensed program is granted except as expressly provided under clause 5 of this Agreement. This License is personal to the Customer and the Customer is expressly prohibited from lending, hiring, renting, selling or otherwise transferring the Licensed program, or its documentation, to a third party without Troika’s prior written consent. The extent of this License may be enlarged to enable multiple Calls upon the License simultaneously, access across a local area network (LAN) within a single small area such as a building, across a wide area network (WAN) such as specific offices within a company group, an enterprise license which may cover a whole company or a combination of extensions. Such extensions to the allowance to use the License on a wider basis will incur a charge and shall be specified within the quotation and invoice supplied by Troika which will become part of the license. Where the license to use the software is granted free of charge, by way of a trial or by way of a time limited or perpetual gift, the software may have limited functionality and be restricted in its output. Such a license to use the software does not include any commercial use nor allow the user to use the software in conjunction with an existing paid for license even if the user is part of or associated with an organisation which already has access to a paid for license. Any commercial use of a free license not authorised by Troika in writing will constitute a breach of the license terms.



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5. Permission to Copy Licensed Programs The customer shall not copy, in whole or in part, any Licensed program which is provided by Troika under this Agreement. Any Licensed program which is provided by Troika in machine readable form may be copied in whole for a) back-up purposes, or b) for archival purposes, provided however, that no more than two (2) copies will be in existence under any License at any one time without Troika’s prior written consent. Any and all such copies are subject to the terms and conditions of this License Agreement.

6. Protection and Security The Customer agrees not to provide or otherwise make available a Licensed program to any person other than its employees and/or duly authorised agents without the prior written consent of Troika and at all times to retain the Licensed program at the address registered by the customer at the time of acceptance.

7. Termination Troika may terminate this Agreement forthwith upon written notice in any of the following events, namely:

7.1 That the Customer commits a breach of any of the terms and the conditions hereof and in circumstances where such breach is capable of rectification’s has failed to rectify such breach within one (1) week of receiving written notice requiring it to so do, or;

7.2 The Customer becomes insolvent or compounds with its creditors or goes into liquidation, including for the purposes of reconstruction or amalgamation or has a receiver of its assets appoints, or takes or suffers any similar or analogous action on account of debt, or;

7.3 Where the Customer is an individual or partnership, he or any partner dies or any steps are taken to make a bankruptcy order against his or any partner, or;

7.4 The Customer defaults on the standard payment terms of Troika, either for purchase of the Licensed program/s or for the ongoing software maintenance charges, or related services to be provided by Troika and charged to the Customer. Within seven (7) days of the termination of the License under this Agreement, the customer will furnish Troika with a letter verifying that the original and copies in whole, or in part, in any form, including partial copies or modifications of the Licensed program received or made in connection with such License, are returned to Troika by recorded delivery and that no copies still exist at any of the customer’s sites.



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8. Restrictions Customer shall not, nor permit any person (including any Authorised User) to:

8.1 reverse engineer, reverse compile, decrypt, disassemble, or otherwise attempt to derive the source code of the Licensed Software (except to the extent that this restriction is expressly prohibited by law); 8.2 modify, translate, or create derivative works of the Licensed Software; 8.3 sublicense, resell, rent, lease, distribute, market, commercialise, or otherwise transfer rights or usage to the Licensed Software (except as expressly permitted under this Agreement); 8.4 remove, modify, or obscure any copyright notices or other proprietary notices or legends appearing on or in the Licensed Software, or any portion thereof; 8.5 transfer, use, or export the Licensed Software in violation of any applicable laws, rules, or regulations of any government or governmental agency; 8.6 use the Licensed Software or any system services accessed through the Licensed Software to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorised component; or 8.7 embed the Licensed Software in any third-party applications, unless otherwise authorised in writing in advance by an officer of Troika.

9. Upgrade and Enhancements Troika may from time to time and at its sole discretion provide upgrades to the revision of the Licensed program covered by this agreement. Upgrades will only be provided to those Customers who are covered by a separate Support and Maintenance Agreement and who have paid the required support and maintenance fee in full for the Licensed program. Upgrades will cover bug fixes and enhancements.

10. Warranty Troika warrants that the Licensed program has been designed and tested to perform the tasks stated in documentation supplied by Troika to the Customer regarding specific uses, provided that all terms and conditions of use, as defined in the documentation have been complied with. This warranty only applies if the Customer has made no unauthorised modifications to the Licensed program and provided that no one other than Troika personnel, or their nominated representative, has installed



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upgrades to the Licensed program except as instructed with routine upgrades issued by Troika.

11. Limitation of Liability The above mentioned warranty is in lieu of all other representations, warranties, conditions and guarantees of any kind, express or implied (by statute, common law, collaterally or otherwise) including, but not limited to the implied conditions of merchantability and/or fitness for a particular purpose. Under no circumstances shall Troika be liable to the Customer or to third parties for loss of profit or direct or indirect loss or damage whether special consequential or otherwise and howsoever arising including, but not limited to, loss of profit or loss or damage arising from breakdown or failure of the license program, or programs, and in no event shall the total liability of Troika (howsoever arising) exceed the amount paid by the customer for the Licensed program/s covered by this specific agreement.

12. General 11.1 Failure by either party to enforce any of the terms and conditions of

this Agreement shall not be construed as a waiver of rights hereunder. 11.2 No variation or amendment of or additions to the terms and

conditions of this Agreement shall be effective unless prior written agreement has been obtained from both parties.

11.3 This Agreement forms the entire agreement for the supply of the Licensed program or programs. It does not cover software maintenance or updates or upgrades or software modules or programs written at the specific request of the Customer, said terms shall be covered by separate agreement between Troika and the Customer.

11.4 This agreement shall cover any routine or periodic updates and enhancements made to the Licensed software by Troika.

13. The Governing Law The Governing Law of this license Agreement shall be that of England.

SoftwareLicenseAgreement.pdf

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Transcript of SoftwareLicenseAgreement.pdf