EULA

Magicsoft End User License Agreement for Vanda

(Last Updated April 29, 2014)

IMPORTANT – please read this end user license agreement (the “agreement”) carefully before attempting to download or use any software, documentation, or other materials made available under this agreement. this agreement constitutes a legally binding agreement between you or the company which you represent and are authorized to bind (the “licensee” or “you”), and magicsoft ad (“magicsoft” or “licensor”). please check the “i have read and agree to end user the license agreement” box at the bottom of this agreement if you agree to be bound by the terms and conditions of this agreement. by checking the “i have read and agree to the end user license agreement” box and/or by purchasing, downloading, installing or otherwise using the software made available by magicsoft through this website, you acknowledge (1) that you have read this agreement, (2) that you understand it, (3) that you agree to be bound by its terms and conditions, and (4) to the extent you are entering into this agreement on behalf of a company, you have the power and authority to bind that company.

Introduction

Vanda is Magicsoft‘s proprietary healthcare development and administration software product (“Vanda”). VandaCare UI Web, UI Mobile (collectively “VandaCare”) are Magicsoft proprietary software applications that can be used to assist in the health industries. Vanda and VandaCare are collectively referred to as the “Programs”. This Agreement is divided into three articles. Article I of this Agreement sets forth the terms and conditions on which you may use the software on a non-commercial, internal basis for a limited trial period to evaluate the software. If at the end of the trial period you choose to obtain a commercial license for the software, Article II of the Agreement sets forth the terms and conditions on which you may use the software on a commercial basis. Article III applies to both trial and commercial use of the Software.

Article I Trial License

This Article I applies only to your trial use of the Software. It gives you no rights to use the Software for commercial purposes.

1. Software License

1.1 Trial License Grant. Subject to the terms and conditions set forth in this Agreement, Magicsoft hereby grants to Licensee and Licensee hereby accepts, a time-limited, non-transferable, non-sublicensable, royalty-free, non-exclusive license (the “Trial License”) to (a) install and use internally the “Programs and any accompanying documentation (the “Documentation”, together with the Programs, collectively the “Software”) solely for the purpose of evaluating whether Licensee would like to obtain a commercial license for the Software. This Trial License is valid for thirty (30) days after Licensee uses a license key provided by Magicsoft to access the trial version of the Software. At the end of such thirty (30) days, the Trial License shall automatically expire, and lockout functions within the Software which will cause the Software to stop functioning unless Licensee obtains a commercial license for the Software.

1.2 License Restrictions. The foregoing Trial License is conditioned upon Licensee’s adherence to the following restrictions:

1.2.1 The Software may be used only for the purpose of internally evaluating whether you wish to obtain a commercial license for the Software. In no event may you use the Software for production use in administering a publicly viewable website.

1.2.2 You may not sublicense, distribute, publish, transfer, rent, lease or otherwise make available the Software to any third parties. You may not permit third parties to access and use the Software on a time-sharing or service bureau basis.

1.2.3 To the fullest extent permitted by applicable law, you may not disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of Software that is provided to you in object code form only. Under no circumstances may any portion of the Software’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.

1.2.4 You may not circumvent any technical limitations included in the Software.

1.2.5 You may not use the Software as a whole, or any of its components, as a basis for creation of another software product that has the same or similar functionality as the Software.

1.2.6 You may not remove, alter or obscure any Magicsoft trademarks, logos, tag lines or other Magicsoft branding included in the Software.

1.3 Third Party Software

1.3.1 Open Source.  Any Open Source Software that may be delivered by Magicsoft embedded in or in association with Magicsoft products is provided pursuant to the open source license applicable to the software.

1.4 Reservation of Rights. Any and all rights in the Software not expressly granted to you as part of the Trial License hereunder are reserved in all respects by Magicsoft.

2. Delivery

Magicsoft shall deliver to you a copy of the Software licensed hereunder in electronic format only, and a license key that permits you to access and use the Software for trial purposes.

3. Support

As part of your License you are entitled to the Magicsoft “Trial” Support Package as described in greater detail at Vanda Support Plans. Magicsoft will provide an initial response (but not necessarily a resolution) to each support inquiry within seventy two (72) hours of receipt of such support inquiry, and will use reasonable efforts to resolve the issue generating the inquiry as soon as is reasonably possible.

4. Term and Termination

4.1 Term. This Agreement and the Trial License granted hereunder shall last for the shorter of (i) thirty (30) days after you use a license key provided by Magicsoft to access the Software, and (ii) as long as you use the Software in compliance with the terms set forth herein.

4.2 Termination. Magicsoft may terminate this Agreement and the Trial License granted hereunder if you fail to comply with any of the terms and conditions of this Agreement. Upon termination or expiration of this Agreement for any reason the Trial License granted to you hereunder shall terminate automatically and you must immediately cease use of the Software and destroy all copies of the Software in your possession. Unless otherwise prohibited by law and without prejudice to Magicsoft ‘s other rights or remedies, and without limiting the generality of the foregoing, Magicsoft shall have the right to terminate this Agreement and the Trial License granted hereunder immediately in the event that: (i) you breach any of the license restrictions set forth in Section 1.2 of this Article I, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering or distribution of any software of Magicsoft (including the Software), or engage in any activities involving the Software that are prohibited by law; or (ii) you engage in the unauthorized use of any software of Magicsoft (including the Software) or infringe upon any intellectual property right of Magicsoft.

5. Product Discontinuance

Magicsoft reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software.

6. No Warranties

The software is licensed to you “as is” with all faults, and your use of the software is at your own risk. magicsoft does not warrant the use of the software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. to the fullest extent permitted under applicable law, magicsoft disclaims all warranties with respect to the software, express and implied, including without limitation the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose.

7. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Magicsoft be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software or otherwise relating to this Agreement, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Magicsoft‘s entire liability in connection with your use of the Software under this Agreement shall not exceed $8.00, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or other damages, so this exclusion and limitation may not be applicable. Magicsoft and its licensors are not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software.

8. Indemnity

You agree to indemnify, hold harmless, and defend Magicsoft, its licensors and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney’s fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from your use or misuse of the Software.

ARTICLE II Commercial License

The terms and conditions set forth in this Article II apply only if you have obtained a commercial license for the Software from Magicsoft. They do not apply to your use of trial versions of the Software.

Definitions

Add-on License means any optional add-on license(s) (including but not limited to: Vanda Consent Form, Vanda Equipment Interface and etc.) which may be available for purchase depending upon the Vanda Edition for which you have obtained a license hereunder.

Affiliate means any entity or association directly or indirectly controlled by, controlling or under common control with you.  For purposes of this definition, “control” means ownership, directly or indirectly, of more than fifty percent (50%) of the voting shares or other equity interest in an entity.

Vanda User means an individual user within your company who has been assigned a unique username and password that authorizes such individual to access and use the administrative / content management capabilities of the Software.

Content Items means a discrete item of content that is created using the Commercial Software, including without limitation patient records, transactions and etc.

Development Purpose means use or deployment of the Software solely for access by Vanda Users and solely for development, quality assurance, and staging purposes prior to the use or deployment of the Software for a Production Purpose.

Intranet Applications are those internal applications that can be accessed only by your employees, Affiliates’ employees, or onsite contractors.

“Licensed Developer” means one of your employees or third-party consultants who: (a) subject to the same conditions and limitations applicable to you herein, is authorized by you to develop, host, or manage a website or Intranet Application specifically for your benefit using the Software in accordance with this Agreement; and (b) you, to the extent permitted by applicable law, hereby agree to assume all liability and responsibility for hereunder.

Production Purpose means use or deployment of the Software for the Vanda User

Production Server means a server on which the Software is used for a Production Purpose.

1. Software License

1.1 General. The terms and conditions that apply to your use of the Software depend on the type of license you elect to purchase. Subject to the terms and conditions set forth in this Agreement, Magicsoft hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual, royalty-free, non-exclusive license (the “License”) to, and to allow your Licensed Developer(s) to, (a) install and use the Software, of the edition that you choose at the time of License purchase, and any updates, upgrades, modifications and error corrections thereto provided to Licensee by Magicsoft; and (b) build, use and distribute add-on modules to the Vanda product portion of the Software solely for use in conjunction with Vanda. Edition-specific License terms are set forth below.

1.2 Source Code. You may receive a copy of the source code for the Software as an option for an additional fee.  Such source code is provided “as is”, without warranty of any kind. Such source code is licensed to you for the sole purpose of enabling you to understand, at a source code level, why the Software operates as it does. You may not use such source code as a basis of development of derivative works of the Software or other software products. You acknowledge that such source code is strictly confidential and contains valuable and proprietary trade secrets of Magicsoft. You must expend every effort to insure the confidentiality of the source code provided to you hereunder and ensure that individuals employed by your company do the same. You agree to assume full responsibility for such individuals’ use, or misuse, of such source code as if it was your use or misuse. Under no circumstances may you distribute, disclose, or otherwise make available to any third party any portion of such source code or any modified version of such source code. You may not modify the source code for the Software; however, if you breach this restriction and develop any modifications to the source code independently, or if you contact Magicsoft for assistance with the Software and modify the source code for the Software jointly with Magicsoft, such modifications and all rights associated therewith will be the exclusive property of Magicsoft, and you agree to and hereby do assign all right, title and interest in and to such modifications to Magicsoft. Magicsoft has no obligation to support any modifications that you make to the source code for the Software. This Section 1.4.5 shall survive the termination or expiration of this Agreement.

1.3 General Terms Applicable to All Editions. The following terms apply to all editions of the Software.

1.4 Reservation of Rights. Any and all rights in the Software not expressly granted to you as part of the License hereunder are reserved in all respects by Magicsoft.

1.5 Third Party Software

1.6 Open Source.  Any Open Source Software that may be delivered by Magicsoft embedded in or in association with Magicsoft products is provided pursuant to the open source license applicable to the software.

2. License Restrictions

2.1 Administrative Use Limited to Vanda Users. At no time may the Software be (i) used for administrative / content management purposes by anyone other than Vanda Users or (ii) be used simultaneously by more than the number of Vanda Users permitted to use the Software at any given time under the License for the edition of the Software that you purchased.

2.2 No Use of the Software by Third Parties. Except as otherwise provided for in this Agreement, you may not sublicense, distribute, publish, transfer, rent, lease or otherwise make available the Software to any third parties. Except as otherwise provided for in this Agreement, you may not permit third parties to access and use the Software on a time-sharing or service bureau basis.

2.3 No Reverse Engineering. To the fullest extent permitted by applicable law, you may not disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Software.

2.4 No Modification. You may not copy, modify, alter, edit or create derivative works of the Software.

2.5 No Use of Magicsoft Brand. You may not use the Magicsoft product names, logos or trademarks to market your website, products or services without the express prior consent of Magicsoft.

2.6 Limitations on Use and Distribution of Add-On Modules. You are prohibited from using the Software to create add-on modules for use with third party website development and administration software products or in any environment other than Vanda. If you want to use an add-on module that you have created through use of the Software to administer a publicly viewable website, you may only do so if such website is developed and administered with Vanda. You may distribute add-on modules that you create by using the Software, provided however, that (a) you may only distribute such add-on modules to third parties that agree to use such add-on modules in conjunction with Vanda pursuant to a valid Vanda license obtained by such third parties from Magicsoft, and (b) you do not distribute such add-on modules on terms that make Vanda subject to a license that requires (i) the source code for Vanda to be disclosed or distributed in source code form; (ii) Vanda to be licensed for the purpose of making derivative works; or (iii) Vanda to be redistributable without charge.

2.7 No Use to Create Competitive Product. You may not use the Software as a whole, or any of its components, as a basis for creation of another software product that has the same or similar functionality as the Software.

3. Delivery

Magicsoft shall deliver to you a copy of the Software licensed hereunder in electronic format only, as well as a license key that permits you to access and use the Software.

4. Trademarks and Branding

4.1 Web Page Footers. Web pages on a website created using any edition of the Software may (but are not required to) contain Magicsoft‘s Vanda™ logo on the footer of each web page.

4.2 No Alteration. You may not remove, alter or obscure any Magicsoft trademarks, logos, tag lines or other Magicsoft branding included in the Software.

4.3 Co-Branding. You may (but are not required to) co-brand the Software with your own company’s trademarks. Any co-branding efforts you undertake are at your own risk, and you agree to indemnify and hold Magicsoft harmless from all third party suits and proceedings, and all damages, losses, costs (including attorneys’ fees) and other liabilities, resulting from your co-branding efforts. Any goodwill accruing from your use of your own trademarks shall accrue to and be owned by you. Any goodwill accruing from Magicsoft ‘s placement of Magicsoft trademarks logos, tag lines or other Magicsoft branding on the Software, or from your placement of the Vanda logo on the footers of web pages created using the Software, shall accrue to and be owned by Magicsoft.

4.4 Quality Control. Magicsoft reserves the right to review your website and add-on modules you create using the Software to ensure your compliance with terms of this Section 4; your breach of this Section shall be grounds for termination by Magicsoft of this Agreement and the License granted to you hereunder.

5. Support and Updates

5.1 The level of support (if any) that you receive for the Software depends on which edition of the Software you select at the time of License purchase.  To be eligible for support: (i) your use of the Software must be in full compliance with the terms of this Agreement; (ii) you must provide all information and evidence necessary for Magicsoft support personnel to adequately understand your support issue and diagnose the cause of such issue; and (iii) in the case of multiple Licenses, the Top Level Domain for which you are requesting support must be eligible for the level of support requested.  Magicsoft may limit or terminate your access to any or all of the support services available hereunder if your use of the support services is determined by Magicsoft, in its sole and reasonable discretion, to be excessive.

5.2 Exclusions and Limitations on Support Applicable to all Editions of the Software. Support is not available or provided hereunder for or related to:

5.2.1 Machine error;

5.2.2 Licensee’s failure to follow operating instructions;

5.2.3 Licensee’s use of the Software that is not in accordance with the Documentation;

5.2.4 Licensee’s negligence or improper use of the Software;

5.2.5 Modifications to the Software (including modifications to the original database schema) by any person or entity other than Magicsoft;

5.2.6 The Lucene.Net component of the Software;

5.2.7 Any data or software other than the Software, including, but not limited to, application programs, databases, files, source codes, object codes or proprietary data, or any configuration, installation or reinstallation of any software or data. You are responsible for backing up copies of all your data and software prior to seeking support from Magicsoft;

5.2.8 Any custom development, integration or implementation, project upgrades or project migrations; or

5.2.9 Any installation, deployment, or use of the Software: (i) in any country or by any individual or entity subject to SINGAPORE Export restrictions; (ii) for any purpose(s) which Magicsoft determines in its sole discretion is/are unlawful, immoral, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable, or in violation of any party’s privacy or intellectual property rights; (iii) in any situation where failure or fault of the Software could lead to death or serious bodily injury of any person, or to physical or environmental damage.

5.3 If it is determined by Magicsoft in its sole discretion that you have received support from Magicsoft for which you were not eligible or to which the above exclusions and limitations apply, Magicsoft may assess and you agree to pay reasonable and appropriate fees for such support.

5.4 Vanda Automated Renewal Program.   Licensee may choose not to participate in the Automated Renewal Program by providing Magicsoft 30 days’ written notice prior to the end of the of any one-year term.   Magicsoft may adjust pricing with respect to the Automated Renewal Program three years after the date of the initial purchase and each three-year anniversary.

5.5 Agreement Applies to Update Software. If you receive Minor Updates or Major Updates pursuant to this Agreement, you acknowledge that such updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the update. You may use the resulting updated Software only in accordance with the terms of this License.

5.6 Support Incidents. A single support incident may involve several e-mails and offline work in order to be resolved. You agree to provide Magicsoft with detailed information about the issue encountered and cooperate with Magicsoft‘s requests for additional information as they attempt to resolve the issue. Magicsoft support engineers will make reasonable efforts to resolve your support issues; however, Magicsoft does not guarantee that all support issues will be resolved. Bug reports and product feature suggestions are not considered support incidents, and Magicsoft is not obligated to acknowledge or address such bug reports and/or product feature suggestions.

6. Term and Termination

6.1 Term. This Agreement and the License granted hereunder shall last as long as you use the Software in compliance with this Agreement.

6.2 Termination. Magicsoft may terminate this Agreement and the License granted hereunder if you fail to comply with any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you must immediately cease use of the Software and destroy all copies of the Software in your possession. Unless otherwise prohibited by law and without prejudice to Magicsoft ‘s other rights or remedies, and without limiting the generality of the foregoing, Magicsoft shall have the right to terminate this Agreement and the License granted hereunder immediately in the event that: (i) you breach any of the License restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering, distribution of any software of Magicsoft (including the Software), or engage in any activities involving the Software that are prohibited by law; or (ii) you engage in the unauthorized use of any software of Magicsoft (including the Software) or infringe upon any intellectual property right of Magicsoft.

7. Product Discontinuance

Magicsoft reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software. However, to the extent Magicsoft is obligated to provide support for the Software in accordance with the terms set forth in this Agreement, Magicsoft will provide support for all such discontinued components for a period of one (1) year after the date of discontinuance.

8. Limited Warranty

Magicsoft warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which you purchase the License for the Software. Magicsoft does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) Licensee’s negligence or improper use of the Software, (iv) modifications to the Software (including modifications to the original database schema) by any person or entity other than Magicsoft. In the event of a breach of the foregoing express warranty, Licensee’s sole and exclusive remedy and Magicsoft‘s sole and exclusive obligation, is repair or replacement of the defective Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and Magicsoft‘s maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if Magicsoft receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, MAGICSOFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Magicsoft be liable for any indirect, special, incidental, or consequential damages arising under this Agreement, or, out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Magicsoft ‘s entire liability under this Agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to Magicsoft for the Software giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable.

10. Indemnity

You agree to indemnify, hold harmless, and defend Magicsoft, its licensors and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney’s fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (a) your use or misuse of the Software or from the websites that you develop and administer through the use of the Software (but excluding such Claims that are solely attributable to infringement of third party intellectual property rights by the Software solely as a result of your authorized use of the Software), or (b) the add-on modules you develop using the Software.

ARTICLE III General Terms

The terms and conditions of this Article III are applicable to this entire Agreement; they apply to trial use of the Software under Article I and commercial use of the Software under Article II.

1. Intellectual Property

1.1 The Software is licensed, not sold. All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Magicsoft that are used in connection with the Software are and shall at all times remain exclusively owned by Magicsoft and its licensors. Any and all rights in the Software not expressly granted to you hereunder are reserved in all respects by Magicsoft.

2. Collection and Use of Data.

Magicsoft uses tools to deliver certain Software features and extensions, identify trends and bugs, collect activation information, usage statistics and track other data related to your use of the Software as further described in the most current version of Magicsoft ‘s Privacy Policy (located at: http://medicare-asia.com/index.php?option=com_content&view=article&id=214). By Your acceptance of the terms of this Agreement and/or use of the Software, You authorize the collection, use and disclosure of this data for the purposes provided for in this Agreement and/or the Privacy Policy.

3. Reports and Audit Rights.

Licensee shall grant Magicsoft audit rights against Licensee twice within a calendar three hundred and sixty five (365) day period upon two weeks written notice, to verify Licensee’s compliance with this Agreement.  Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement.

4. Confidentiality

Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to it that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Magicsoft‘s prior written permission. Each party’s obligations under this Section 4 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.

5. Governing Law

This Agreement and the licenses granted hereunder will be governed by the law of the SINGAPORE, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in SINGAPORE, and the parties hereby agree to submit to the jurisdiction and venue of such court.  The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

6. No Assignment

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Magicsoft‘s prior written consent.

7. Entire Agreement

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof, and may only be amended by a written agreement between the parties. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect.

8. No Waiver

Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

9. Severability

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.

10. No Use By .NET Component Vendors

Individuals and companies that are Content Management System and/or .NET component vendors are not allowed to use the Software without the express permission of Magicsoft. If you or the company you represent is a Content Management System and/or .NET component vendor, you may not purchase a license for or use the Software unless you contact Magicsoft directly and obtain permission.

11. Survival

This Article III, all provisions of this Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any terms that expressly state that they shall survive termination or expiration, shall survive termination or expiration of this Agreement.

12.  Force Majeure

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.

13. Export Classifications

You expressly agree not to use, deploy, export or re-export Magicsoft Software or your add-on modules in or to any country, person, entity or end user subject to SINGAPORE export restrictions. You specifically agree not to export, re-export, or transfer the Software to any country to which the SINGAPORE has embargoed or restricted the export of goods or services, including without limitation any country listed in SINGAPORE Export Administration Regulation Country, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in SINGAPORE export transactions by any federal agency of the SINGAPORE government. You warrant and represent that neither the SINGAPORE Bureau of Industry and Security, SINGAPORE Department of Commerce, nor any other federal agency has suspended, revoked or denied your export privileges.

You acknowledge that you have read this agreement, that you understand this agreement, and understand that by continuing the installation of the software, by loading or running the software, or by placing or copying the software onto your computer hard drive, you agree to be bound by this agreement’s terms and conditions. you further agree that, except for written separate agreements between magicsoft and you, this agreement is a complete and exclusive statement of the rights and liabilities of the parties.