This agreement ("Agreement") is made between the customer ("Customer") and Niratul Softwre, LLC ("Supplier"). It sets out the terms and conditions under which the Supplier allows the Customer to use the software and agrees to provide the Customer with support services for WMQTool (the "Software").
Validity of licenses
The 'Rental' license means using the Software for one year by one user for one installation. A shared installation of the Software on a shared drive or server is not allowed and will be treated as illegal.
The Customer shall be able to use the Software for full one year starting from the date of purchase. After completion of the one year, the software will authomatically turn into 30 days trial version. This will allow the Customer 30 days to make a new order. After the expiry of these 30 days the Software will stop functioning completely.
The software will communicate to our license database online to verify the validity of the license, every time the software is started.
The Supplier shall provide support for WMQTool according to the conditions below. There is no limit on the number of faults covered under this support. General terms and conditions are found in Terms and Conditions below, and applicable fees in Support Fees. Only email suport is provided. No other form of support like phone support is provided.
Rental Fees are as per displayed on the website. Support is included with the rental charges and there is no separate fees for support.
Competence
Supplier shall retain the necessary competence for enablng further development of the Software, maintenance of documentation, and for support to the Customer.
Fault Reports
Supplier will during Monday to Friday, excluding holidays ("Business Days") provide email support for reception of fault reports. Response will be given within two Business Days to indicate receipt of the report.
Fault Remedies
For serious faults, the Supplier will first seek ways to work around the fault. If a fault cannot be worked around, the fault will be corrected. For serious faults, a software patch will be issued at the earliest possible date. Less serious faults may not be corrected until the next release of the Software. Application of patches and updates will be performed by the Customer.
Customer Responsibility
To facilitate the Supplier's ability to identify and remedy faults, the Customer will, as far as possible, supply any information sought by the Supplier.
Limitations
The Supplier will not be obligated under these terms to provide a remedy for old versions of the Software, if remedy for a fault already exists in newer versions of the Software.
The Supplier does not guarantee that the Software can be used without disruption, that provided remedies can be used without disruption, or that all problems will be solved.
The Supplier is and will remain owner of all documentation and source code in the Software. This applies irrespective of whether these materials have been in the Customer's possession, or are made available to the Customer.
This Agreement does not alter, replace, or nullify the terms found in the software license agreement for the Software.
Subcontracting
The Supplier may subcontract such portions of its undertakings under this Agreement, as Supplier deems appropriate. The Supplier shall however remain responsible to the Customer for the performance of any such subcontractor, as if performed by the Supplier.
Limit of Liability
The Supplier's liability on any claim of damages arising out of this Agreement, or the provision of services under it, shall be limited to the sum amounting to the fees paid by the Customer, as outlined in Support Fees.
The Supplier shall in no event be liable for any exemplary, incidental, special, consequential, or indirect damages, including damages for loss of data or loss of business, even if the Supplier has been advised of the possibility of likelihood of such damages.
Force Majuere
Neither the Supplier nor the Customer shall be liable for any breach of this Agreement which is caused by a matter beyond its reasonable control including Act of God, fire, lightening, explosion, war, disorder, flood, earth quake, industrial disputes (whether or not involving their employees), extremely severe weather, or acts of local or central government or other competent authorities, or which is caused by a subcontractor's failure to deliver due to such matters.
Should a breach caused by Force Majeure continue for more then three (3) months, either party shall have a right to terminate this Agreement by giving at least thirty (30) days' prior written notice.
Entire Agreement
This Agreement, including all parts, each of which is incorporated herein, is the entire agreement between the Supplier and Customer with respect to its subject matter and supersedes any other Support Agreement between the parties. There are no other representations or agreements between the parties relative to such subject matter.
Term and Termination
This agreement shall enter into effect on the date of purchase of prepaid support. It shall remain valid for one year from the date it came into effect.
Governing Law, Disputes
This Agreement shall be governed by and construed in accordance with the law of the South Carolina, USA, without regard to conflict of law principles.
Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in the State of South Carolina, in accordance with the Licensing Agreement Arbitration Rules of the American Arbitration Association, with the losing party paying all costs of arbitration. Arbitration must be by a member of the American Arbitration Association. If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.