1. Definitions:
- “Software”: The computer software program(s) and related documentation provided by the Vendor to the Customer, as described in the applicable Order Form.
- “Customer”: The individual or entity purchasing or using the Software from the Vendor.
- “Vendor”: Softek Software Ltd, the provider of the Software.
2. License Grant:
- Non-Exclusive, Non-Transferable License: The Vendor grants the Customer a non-exclusive, non-transferable license to use the Software for the purpose of barcode recognition within the Customer’s organization, subject to the terms of this Agreement and the scope of the particular license purchased.
3. Payment Terms:
- Pricing: The price of the Software is as outlined in the Order Form and is subject to change upon notice from the Vendor.
- Payment Method: Payment shall be made via the agreed method within 30 days of invoice date.
4. Intellectual Property:
- Ownership: All intellectual property rights, including copyrights, trademarks, and trade secrets related to the Software, remain the exclusive property of the Vendor.
5. Restrictions:
- Reverse Engineering: The Customer shall not reverse engineer, decompile, or otherwise attempt to modify the Software.
- Distribution: The Customer shall not distribute, rent, lease, or sublicense the Software to any third party without prior written consent from the Vendor.
6. Warranties and Disclaimers:
- Limited Warranty: The Vendor warrants that the Software will substantially conform to its published specifications for a period of [specified timeframe] from the date of purchase.
- Exclusion of Warranties: EXCEPT AS EXPRESSLY STATED ABOVE, THE VENDOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability:
- Damage Limitation: In no event shall the Vendor be liable for any indirect, incidental, consequential, or punitive damages arising out of the use or inability to use the Software, even if the Vendor has been advised of the possibility of such damages.
8. Termination:
- Breach: This Agreement may be terminated by either party upon material breach by the other party, with prior written notice.
9. Governing Law:
- Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England & Wales.
10. Entire Agreement:
- Full Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.