57 lines
3.4 KiB
Plaintext
57 lines
3.4 KiB
Plaintext
# Proprietary Software License Agreement
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Copyright © 2024 Warky Devs Pty Ltd and its affiliates, and Vivarox EMS. All rights reserved.
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This Proprietary Software License Agreement (the "Agreement") is entered into by and between Warky Devs Pty Ltd and its affiliates, and Vivarox EMS (collectively, the "Licensors"), and the party granted access to the Software (the "Licensee").
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## 1. Definitions
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"Software" means the proprietary software developed by Licensors, including all source code, object code, documentation, and any related materials.
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"Authorized Users" means employees or contractors of the Licensee who have been granted access to the Software by the Licensors.
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## 2. License Grant
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Subject to the terms and conditions of this Agreement, Licensors grant Licensee a non-exclusive, non-transferable, revocable license to use the Software solely for internal business purposes.
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## 3. Ownership and Restrictions
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3.1 Ownership: Licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. Warky Devs Pty Ltd and its affiliates, and Vivarox EMS jointly own the rights to the Software.
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3.2 Restrictions: Licensee shall not, and shall not permit any third party to:
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a) Copy, modify, adapt, translate, or create derivative works of the Software;
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b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;
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c) Distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party;
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d) Remove, alter, or obscure any proprietary notices on the Software;
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e) Use the Software for any purpose other than as expressly authorized in this Agreement.
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## 4. Confidentiality
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Licensee acknowledges that the Software contains valuable trade secrets and confidential information of Licensors. Licensee agrees to maintain the confidentiality of the Software and to use at least the same degree of care to prevent unauthorized disclosure as it uses to protect its own confidential information.
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## 5. Development Acknowledgment
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Licensee acknowledges that development of the Software was done collaboratively by Warky Devs Pty Ltd and Vivarox EMS.
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## 6. Termination
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This Agreement may be terminated by Licensors at any time upon written notice. Upon termination, Licensee shall immediately cease all use of the Software and destroy all copies in its possession.
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## 7. Disclaimer of Warranty
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THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
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## 8. Limitation of Liability
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IN NO EVENT SHALL LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE.
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## 9. Governing Law
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This Agreement shall be governed by and construed in accordance with the laws of South Africa, without regard to its conflict of law provisions.
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## 10. Entire Agreement
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This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether oral or written.
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By accessing or using the Software, Licensee acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions.
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