IMPORTANT-READ CAREFULLY

This Soft Plus Limited End-User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and Soft Plus Limited (who will be referred to in this EULA as "SOFT PLUS") for the SOFT PLUS software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Software Product"). The Software Product also includes any software updates, add-on components, web services and/or supplements that SOFT PLUS may provide to “You” or make available to “You” after the date “You” obtain your initial copy of the Software Product to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software Product, “You” agree to be bound by the terms of this EULA. If “You” do not agree to the terms of this EULA, do not install, access or use the Software Product; instead, “You” should return it to your place of purchase for a refund.

The Software Product is protected by intellectual property laws and treaties. The Software Product is licensed, not sold.

GRANT OF LICENSE

This Section of the EULA describes your general rights to install and use the Software Product. The license rights described in this Section are subject to all other terms and conditions of this EULA.

General License Grant to Install and Use Software Product

“You” may install and use one copy of the Software Product on a single computer, device, workstation, terminal, or other digital electronic or analog device ("Device"). “You” may make a second copy of the Software Product and install it on a portable Device for the exclusive use of the person who is the primary user of the first copy of the Software Product. A license for the Software Product may not be shared.

Alternative License Grant for Storage/Network Use

As an alternative to the rights granted in the previous section, “You” may install a copy of the Software Product on one storage Device, such as a network server, and allow individuals within your business or enterprise to access and use the Software Product from other Devices over a private network, provided that “You” acquire and dedicate a license for the storage Device upon which the Software Product is installed and each separate Device from which the Software Product is accessed and used. A license for the Software Product may not be used concurrently on different Devices.

General License Grant to Install and Use Subscription Product

The following licensing terms apply to “You” instead of the license grants in the previous two paragraphs if “You” licensed a subscription-based Software Product (a "Subscription Product"). “You” may install one copy of the Subscription Product on a single Device and use the Subscription Product for the term of your subscription. “You” may also exercise the additional license rights described in the paragraphs below, but only for the term of your subscription. The initial subscription period begins on the date “You” first activate your copy of the Subscription Product and ends three hundred and sixty five (365) days thereafter. “You” cannot use the Subscription Product after your subscription expires unless “You” renew or extend your subscription. By renewing or extending your subscription, “You” will be entitled to continue using the Subscription Product for a specified period of time beyond the date when your previous subscription would have otherwise ended. All the terms and conditions of this EULA will continue to apply to your use of the Subscription Product during any subsequent renewal periods unless otherwise specified. After the expiration of your subscription, “You” can continue to open, view and print any documents “You” created with the Subscription Product.

Additional License Grant for Media Elements

The Software Product may include certain photographs, clip art, animations, sounds, music and video clips (together "Media Elements"). If so, the following terms describe your rights to the Media Elements:

•  Except as specified in the next Section, “You” may use, copy and modify the Media Elements and distribute copies of the Media Elements, along with your modifications, as part of your software product(s) and service(s), including your web site(s).
•  “You” are not licensed to do any of the following:
• “You” may not sell, license or distribute copies of the Media Elements on a stand-alone basis or as part of any collection, product or service where the primary value of the product or service are the Media Elements.
• “You” may not use or distribute any of the Media Elements that include representations of identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes or to express or imply any endorsement or association with any product, service, entity, or activity.
• “You” must indemnify, hold harmless, and defend SOFT PLUS from and against any claims or lawsuits, including attorneys' fees, that arise from or result from the use or distribution of Media Elements as modified by “You”.
• “You” must include a valid copyright notice on your products and services that include copies of the Media Elements. “You” may not permit third parties to distribute copies of the Media Elements except as part of your product or service.

Reservation of Rights

All rights not expressly granted are reserved by SOFT PLUS.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

Academic Edition Software

If the Software Product is identified as "Academic Edition" or "AE," “You” must be a "Qualified Educational User" to use the Software Product. If “You” are not a Qualified Educational User, “You” have no rights under this EULA. To determine whether “You” are a Qualified Educational User, please contact the SOFT PLUS Sales Information Center: sales@softplusltd.com or the SOFT PLUS subsidiary serving your country.

Copy Protection

The Software Product may include copy protection technology to prevent the unauthorized copying of the Software Product or may require original media for use of the Software Product on the Device. It is illegal to make unauthorized copies of the Software Product or to circumvent any copy protection technology included in the Software Product.

Mandatory Activation

“You” may not be able to exercise your rights to the Software Product under this EULA after a finite number of product launches unless “You” activate your copy of the Software Product in the manner described during the launch sequence.

Not for Resale Software

If the Software Product is labeled "Not For Resale" or "NFR," then, notwithstanding other sections of this EULA, your use of the Software Product is limited to use for demonstration, test, or evaluation purposes and “You” may not resell, or otherwise transfer, the Software Product.

Limitations on Reverse Engineering, Recompilation, and Disassembly

“You” may not reverse engineer, decompile, or disassemble the Software Product by any mean and for any reason.

Separation of Component Parts

The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one Device unless expressly permitted by this EULA.

Trademarks

This EULA does not grant “You” any rights in connection with any trademarks or service marks of SOFT PLUS.

No rental, leasing or commercial hosting

“You” may not rent, lease, lend or provide commercial hosting services to third parties with the Software Product.

Support Services

SOFT PLUS may provide “You” with support services related to the Software Product ("Support Services"). Use of Support Services is governed by the SOFT PLUS policies and programs described in the user manual, in "online" documentation, or in other SOFT PLUS-provided materials. Any supplemental software code provided to “You” as part of the Support Services are considered part of the Software Product and subject to the terms and conditions of this EULA. “You” acknowledge and agree that SOFT PLUS may use technical information “You” provide to SOFT PLUS as part of the Support Services for its business purposes, including for product support and development. You agree that SOFT PLUS may use in any manner and without limitation all comments, suggestions, complaints and other feedback you provide relating to the Product. SOFT PLUS will not utilize such technical information in a form that personally identifies “You”.

Software Transfer

Except as specified in this Section, the initial licensee of the Software Product may make a one-time permanent transfer of this EULA and Software Product only directly to an end user. This transfer must include all of the Software Product (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and Software Product. Subscription Products are non-transferable.

Termination

Without prejudice to any other rights, SOFT PLUS may terminate this EULA if “You” fail to comply with the terms and conditions of this EULA. In such event, “You” must destroy all copies of the Software Product and all of its component parts.

UPGRADES

Standard Software Product

If the Software Product is labeled as an upgrade, “You” must be properly licensed to use a product identified by SOFT PLUS as being eligible for the upgrade in order to use the Software Product. A Software Product labeled as an upgrade replaces or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. “You” may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software Product is an upgrade of a component of a package of software programs that “You” licensed as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one Device.

Subscription Based Software Product

The following terms apply to “You” instead of the terms in the previous paragraph if “You” licensed a Subscription Product. If SOFT PLUS releases any upgrades or new versions of the Subscription Product during the term of your subscription, “You” will be entitled to receive a copy of such upgrade(s) or new version(s) at no additional cost, except for any applicable connection charges, taxes, duties and shipping costs if “You” select fulfillment by mail. Such upgrades shall be considered part of the Subscription Product and subject to all of the terms and conditions of this EULA unless otherwise indicated in any license agreement that accompanies such upgrade or new version.

INTELLECTUAL PROPERTY RIGHTS

All title and intellectual property rights in and to the Software Product (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by SOFT PLUS. The Product is protected by copyright and other intellectual property laws and by international treaties.

All title and intellectual property rights in and to the content that is not contained in the Software Product, but may be accessed through use of the Software Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants “You” no rights to use such content. If this Software Product contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. “You” may not copy the printed materials accompanying the Software Product.

DIGITAL CERTIFICATES

The Software Product may supports certain cryptographic and authentication features, including but not limited to Secure Sockets Layer and S/MIME communications, that may require the installation and/or use of a digital certificate.  Digital certificates are issued, validated, and revoked by third-party certification authorities ("CAs") over which “You” have no control.  “You” are solely responsible for familiarizing with the terms and conditions established by a CA for the use of, or reliance upon, its digital certificates, including but not limited to any obligation of “You” to validate a digital certificate, maintain the security of a cryptographic key or password, or pay fees for certification services. SOFT PLUS may preload digital certificates of certain CAs into the Software Product in order to facilitate the recognition of digital certificates that such CAs have issued to persons, organizations, or devices (including software code).  “YOU” ARE SOLELY RESPONSIBLE FOR ANY DECISION TO USE OR RELY UPON A DIGITAL CERTIFICATE, INCLUDING THOSE DIGITAL CERTIFICATES THAT SOFT PLUS HAS PRELOADED INTO SOFTWARE PRODUCT.  SOFT PLUS BEARS NO RESPONSIBILITY FOR THE VALIDITY OR ACCURACY OF ANY DIGITAL CERTIFICATE, OR FOR THE SECURITY OR INTEGRITY OF ANY TRANSACTION OR COMMUNICATION AUTHENTICATED BY A DIGITAL CERTIFICATE.

HIGH RISK ACTIVITIES

The Software Product is not fault-tolerant and is not designed, manufactured or intended for use in environments in which its failure could lead directly to death, personal injury, or severe physical or environmental damage, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems ("High Risk Activities").  ACCORDINGLY, SOFT PLUS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.  “YOU” AGREES THAT SOFT PLUS WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF THE PRODUCT IN SUCH APPLICATIONS.

BACKUP COPY

After installation of one copy of the Software Product pursuant to this EULA, you may keep the original media on which the Software Product was provided by SOFT PLUS solely for backup or archival purposes. If the original media is required to use the Software Product on the Device, you may make one copy of the Software Product solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Software Product or the printed materials accompanying the Software Product.

EXPORT RESTRICTIONS

“You” acknowledge that the Software Product is of Sudan origin. “You” agree to comply with all applicable international and national laws that apply to the Software Product, including the Sudanese Export Regulations, as well as end-user, end-use and destination restrictions issued by SOFT PLUS. ‘You” can not use or transfer Software Product in Israel, for more information email us: sales@softplusltd.com.

APPLICABLE LAW

If you acquired this Software Product in the Sudan, this EULA is governed by the laws of the Sudan; and, in respect of any dispute which may arise hereunder; “You” consent to the jurisdiction of the federal and provincial courts sitting in Khartoum, Sudan. If this Software Product was acquired outside the Sudan, then local law may apply.

If you have any questions concerning this EULA, or if you desire to contact SOFT PLUS for any reason, please email us: sales@softplusltd.com.

LIMITED WARRANTY

LIMITED WARRANTY FOR SOFTWARE PRODUCTS

SOFT PLUS warrants that the Software Product will perform substantially in accordance with the accompanying materials for a period of thirty (30) days from the date of receipt.

If an implied warranty or condition is created by your state law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (THIRTY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY (30) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.

Any supplements or updates to the SOFTWARE PRODUCT, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the thirty (30) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

LIMITATION ON REMEDIES

NO CONSEQUENTIAL OR OTHER DAMAGES. your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by SOFT PLUS, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software Product does not meet SOFT PLUS's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of "Exclusion of Incidental, Consequential and Certain Other Damages" Section are also incorporated into this Limited Warranty..

YOUR EXCLUSIVE REMEDY

 SOFT PLUS's and its suppliers' entire liability and your exclusive remedy shall be, at SOFT PLUS's option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Software Product, or (b) repair or replacement of the Software Product, that does not meet this Limited Warranty and that is returned to SOFT PLUS with a copy of your receipt. “You” will receive the remedy elected by SOFT PLUS without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software Product to SOFT PLUS). This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the Sudan, neither these remedies nor any product support services offered by SOFT PLUS are available without proof of purchase from an authorized international source. To exercise your remedy, contact: sales@softplusltd.com.

LIMITED WARRANTY FOR SOFTWARE PRODUCTS ACQUIRED OUTSIDE THE SUDAN

FOR THE LIMITED WARRANTIES AND SPECIAL PROVISIONS PERTAINING TO YOUR PARTICULAR JURISDICTION, PLEASE REFER TO YOUR WARRANTY BOOKLET INCLUDED WITH THIS PACKAGE OR PROVIDED WITH THE SOFTWARE PRODUCT PRINTED MATERIALS.

DISCLAIMER OF WARRANTIES

THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFT PLUS AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOFT PLUS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SOFT PLUS OR ANY SUPPLIER, AND EVEN IF SOFT PLUS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY AND REMEDIES

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF SOFT PLUS AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY SOFT PLUS WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between you and SOFT PLUS relating to the Software Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any SOFT PLUS policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.