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SOFTWARE LICENSE TERMS

These Software License Terms ("Terms") are between:

  1. SAKOR Limited, a legal entity incorporated under the laws of Gibraltar, having its registered address at 57/63 Line Wall Road, Gibraltar GX11 1AA, registered in Gibraltar under No. 117070 ("Licensor"); and

  2. Licensee (as defined below),

Licensor and Licensee are individually each the "Party", and collectively – the "Parties".

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms, the following terms have the following meanings:

  1. "IP Rights" means all vested, contingent and future intellectual property rights, including worldwide statutory and common law rights, relating to, or owned by the relevant person anywhere in the world in IP, and all its variations, modifications or enhancements together with any application or right to apply for registration, renewal, extension or protection of those rights;
  2. "IP" means: any or all of the following anywhere in the world: (i) all patents; (ii) all inventions (whether patentable or not), ideas, processes, invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, improvements, discoveries, technical data, customer lists, proprietary processes and formulae, all source and object code, algorithms, architectures, structures, display screens, layouts, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda and records; (iii) all copyrights, copyrightable material including derivative works, revisions, transformations and adaptations, material that is subject to non-copyright disclosure protections, and all other works of authorship and designs (whether or not copyrightable); (iv) all Trademarks; (v) domain names; (vi) web sites and related content, and (vii) all manuals, documentation and materials relating to the above;
  3. "Licensee" means any person, which intends to use Software in compliance with these Terms;
  4. "Non-Commercial Private Use" means use of Software by Licensee solely for the purposes of testing and research, and not for any purposes connected with any trade, business or other activity, which is commercial in nature;
  5. "Commercial Use" means any use of Software, other than Non-Commercial Private Use;
  6. "Software" means any IP, located at link, on Website;
  7. "Trademarks" means: (i) the trademarks, trade names and service marks used by the relevant person, whether registered or unregistered; (ii) the respective stylistic marks and distinctive logotypes for such trademarks, trade names and service marks, and (iii) such other marks and logotypes as the relevant person may designate from time to time in writing; and
  8. "Website" means the website, located at link, or any replacement website.

2. LIMITED LICENSE

2.1. By using Software, Licensee accepts and agrees with these Terms. Licensee shall not use Software, if Licensee does not accept and agree with these Terms.

2.2 Licensor hereby grants Licensee a limited, revocable, personal, non-transferable, non-sublicensable, royalty-free and non-exclusive permission (license) to use Software solely for the purposes of Non-Commercial Private Use, subject to the terms set forth herein ("License").

2.3 IP Rights to Software and all related materials to Software are owned solely by Licensor. No IP Rights to Software and any related materials to Software are assigned from Licensor to Licensee hereunder and all right title and interest thereto remains with Licensor.

2.4 The License is granted only for Licensee's lawful purposes.

2.5 Licensee acknowledges being sufficiently acquainted with Software and fully aware of Software's functionalities. Licensee is solely responsible for determining whether Software is fit for the Licensee's intended use of Software. Licensee hereby acknowledges and agrees that Licensor gives no representation or warranty that Software is fit for Licensee's or any person’s, or both, purpose, purposes or intended use. Licensee represents and warrants that it has satisfied itself that Software will be fit for every purpose and intended use.

3. EXTENT OF LICENSE

3.1. Licensee has a right to use Software solely for the purposes of Non-Commercial Private Use. Any Commercial Use of Software is strictly prohibited without the prior written consent of Licensor. Licensee may obtain the consent on Commercial Use of Software by sending the relevant request to email.

3.2. Licensee, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under these Terms:

  1. may improve, alter, change, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or translate all or any part of Software or any related materials, solely and only in the course of Non-Commercial Private Use;
  2. shall not commercially license, sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose, or perform any other Commercial Use of Software, or otherwise make all or any part of Software, any IP, which contains Software, or any part of Software, or any related materials, available to any person for commercial purposes;
  3. shall not attempt to obtain, or assist any person except the other Licensees in obtaining, access to all or any part of Software or any related materials, or both, other than as provided under this Terms;
  4. shall cooperate with Licensor and provide all information necessary under these Terms;
  5. shall clearly indicate in all or any part of Software, any IP, which contains Software, or any part of Software, or any related materials, used by Licensee hereunder: (i) link to Software on Website; (ii) that IP Rights to Software and all related materials to Software are owned solely by Licensor, and (iii) that Software may be used only in compliance with these Terms; and
  6. shall notify Licensor as soon as it becomes aware of any unauthorised use of Software by any person.

3.3. Licensor retains the right to modify or withdraw Software from Website at any time.

4. TERMINATION AND MODIFICATION

5.1. The License may be terminated by Licensor without cause at any time by withdrawal of Software from Website.

5.2. The License shall be deemed as terminated automatically in case of any breach of any provision of the Terms by Licensee.

5.3. Upon termination of the License due to any reason, except as otherwise provided in the Terms, Licensee's right to use Software will terminate, and Licensee shall: (i) immediately cease to use Software and other Licensor's materials to which the License applies, and (ii) delete or destroy all copies of Software and all related materials available to Licensee, regardless of form. Licensor reserves the right to require Licensee to show satisfactory proof that all copies of Software have been uninstalled and, if so requested by Licensor, destroyed or returned to Licensor.

5.4. Licensor may make changes to the Terms from time to time. The changes will be effective immediately upon their publication.

5. WARRANTIES, INDEMNIFICATION, LIMITATION OF LIABILITY AND JURISDICTION

5.1. LICENSEE ACKNOWLEDGES AND AGREES THAT SOFTWARE IS COMPLEX AND IT MAY HAVE CERTAIN DEFECTS. SOFTWARE IS EXPRESSLY PROVIDED ON AN "AS IS," "WHERE IS," AND "WITH ALL FAULTS" CONDITIONS. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

5.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES, CONTRACTED PROVIDERS, OFFICERS, AGENTS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, USING OR DISTRIBUTING OF SOFTWARE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) HOWEVER CAUSED AND ON ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY BREACH OF CONDITION(S) OR FUNDAMENTAL TERM(S) OR FOR A FUNDAMENTAL BREACH(S). IN ANY CASE, LICENSOR’S AND ITS AFFILIATES’, CONTRACTED PROVIDERS’, OFFICERS’, AGENTS’, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, USING OR DISTRIBUTING OF SOFTWARE, ENTIRE LIABILITY UNDER ANY PROVISION OF THIS TERMS SHALL BE LIMITED TO THE AMOUNT EQUAL TO USD 50 (FIFTY).

5.333Licensee shall defend, indemnify, and hold Licensor's, its Affiliates, and their respective officers, directors and сlients, harmless from and against any and all damages and expenses, including legal fees, claimed by any persons directly or indirectly as a consequence of:

  1. any breach by Licensee its obligations under this Terms; and
  2. Licensee's failure to comply with any applicable laws or regulations.

5.4. Any litigation relating to this License may be brought only in the courts of a jurisdiction where the defendant maintains its principal place of business and such litigation shall be governed by laws of that jurisdiction, without reference to its conflict-of-law provisions. Nothing in this section shall prevent a party’s ability to bring cross-claims or counterclaims.

5.5. If any legal action, including, without limitation, an action for arbitration or injunctive relief, is brought relating to this Terms or the breach hereof, the prevailing party in any final judgement or arbitration award, or the non-dismissing party in the event of a dismissal without prejudice, shall be entitled to the full amount of all reasonable expenses, including all court costs, arbitration fees and actual attorney fees paid or incurred in good faith.

6. MISCELLANEOUS PROVISIONS

6.1. Licensee shall not assign its rights and obligations without prior written consent of Licensor. Licensor may assign these Terms and any of its rights or obligations hereunder to any person without prior written consent of Licensee.

6.2. Licensee shall not use Licensor's IP in its marketing materials or other oral, electronic, or written promotions (including but not limited to website, presentations etc.) without the prior approval of Licensor in writing in its sole and absolute discretion. Licensee shall not issue a press release related to these Terms or mentioning Licensor's IP without the prior approval of Licensor in writing in its sole and absolute discretion.

6.3. These Terms set forth the entire agreement between the Parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either Party to the other with respect to the subject matter of these Terms, except as referenced herein.

6.4. Should any term, condition, provision or part of these Terms be found to be unlawful, invalid, illegal or unenforceable, that portion shall be deemed null and void and severed from the Terms for all purposes, but such illegality, or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of these Terms, and the remainder of the Terms shall remain in full force and effect, unless such would be manifestly inequitable or would serve to deprive either Party of a material part of what it bargained for in entering into these Terms.

6.5. Neither Party shall be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other Party of any of the provisions of these Terms. Further, the waiver by either Party of a particular breach of these Terms by the other Party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of these Terms.