About

This Software is licensed software for Enterprise Management
 
TERMS AND CONDITIONS
  1. LICENSE
    1. Licensor hereby grants to Licensee, for the term of this Agreement, a nonexclusive, non-assignable, right and license to use the Software in connection with its business of selling properties.
    2. This license is expressly limited to 100 users on Licensee's LAN. In the event that Licensee desires to add more Users to the LAN, it shall notify Licensor of such fact, provide Licensor with the details of additional Users to be added, and agree to pay the Additional User Fee recited in Schedule A attached hereto.
    3. No right or license is being conveyed to Licensee to use the Software at any other location. Licensee is prohibited from making any copies, archival or otherwise, of the Software. Licensee is further prohibited from using the Software in any manner other than as described above.
  2. TERMS

This Agreement shall be effective as of the date of execution by both parties and shall extend for the period of 1 year.  Thereafter (Initial Term) this Agreement shall be renewed upon the payment of the renewal license fee for additional term as per License Fees structure in Fee Payment Schedule recited in Schedule A. Unless Licensee shall provide the Licensor in writing of its intention not to renew the Agreement, said notice to be provided at least 120 days prior to the expiration of the then in-effect.

3. COMPENSATION

  1. In the event that Licensee should add additional users to the LAN exceeding 100 to concurrently access this software, Licensee agrees to pay Licensor an Additional User Fee per user as recited in Schedule A attached hereto, prorated in accordance herewith when such additional users are added to the LAN.
  2. At the time of installation, Licensee agrees to pay Licensor the Installation Fee recited in Schedule A attached hereto. In the event that additional installations are required after initial installation, Licensee agrees to pay the Additional Installation Fee recited in Schedule A prior to such additional installation.

4. CONFIDENTIALITY

  1. Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for 3 years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor concerning Products, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor's Software and shall assume responsibility that its employees, sublicensees, and assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.
  2. Licensee shall take no steps in attempting to reverse engineer the Software.

5. INSTALLATION, TRAINING, AND ACCEPTANCE

  1. Licensor shall install the Software on Licensee's server in accordance with the Delivery Schedule recited in Schedule A attached hereto. At the time of such installation, Licensor shall provide Licensee with appropriate documentation for the Software reasonably acceptable to licensee.
  2. At the time of installation of the Software and for no additional consideration, Licensor shall train at least 20 employees of Licensee in the use of the Software at Licensee's facility.
  3. Subsequent to the installation of the Software, Licensor agrees to provide additional training to Licensee's employees at Licensor's facilities for $15/ session/50 users
  4. In the event that Licensee fails to notify Licensor of any difficulties or problems with the Software within 60 days after installation thereof, Licensee shall be deemed to have accepted the Software. Prior to acceptance of such Software, Licensor shall have the right to repair or replace the Software at its discretion. Upon acceptance of such Software, Licensor shall be under no obligation to repair or replace such Software except as provided for in the Warranty provision in this Agreement.

6. MAINTANANCE

  1. The licensor takes the obligation to correct the software for any corrective maintenance during the acceptance period. Thereafter the licensee shall be required to pay maintenance fees as listed in schedule A

7. WARRANTIES

  1. Licensor further represents and warrants that it has no actual knowledge that the Software infringes any valid rights of any third party.
  2. The software is sold “AS IS” and any additions made will be additional
  3. Licensor warrants that the Software will perform in accordance with the specifications provided by Licensor to Licensee, a copy of which will be added to this Agreement. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  4. In the event of a claim by Licensee under this warranty, Licensor shall have the option to either repair or replace the Software. In the event that Licensor fails to repair or replace the Software within a reasonable period, Licensee's sole recourse shall be to terminate the Agreement and Licensor's sole obligation shall be to return any Licensee Fees paid by Licensee. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.

8. TERMINATION

The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:

Right to terminate Upon Notice. Either party may terminate this agreement on 30 days written notice to the other party in the event of breach of provision of this Agreement by the other party, provided that, during the 60days the party fails to cue breach.

Licensee Right to Terminate. License shall have the right to terminate this agreement at any time on 90 days written notice to Licensor for any reason.

9.POSTTERMINATION RIGHTS

  1. Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.
  2. Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement. This software will still remain interlectual/propriatray property of henkel chamboko and this document or others does not amount to any transference of ownership of this work in any manner whatsoever.

10. INDEMNITY

  1. Licensor agrees to indemnify and hold Licensors and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to Licensee’s violation of the terms and conditions of this Agreement, violation of any laws, regulations or third party rights or any negligent act, omission or willful misconduc

11. NOTICES

  1. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
  2. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

12. JURISDICTION AND DISPUTES

  1. This Agreement shall be governed by the laws of Zimbabwe.
  2. All disputes hereunder shall be resolved in the applicable state or federal courts of Zimbabwe. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

13. AGREEMENT BINDING ON SUCCESSORS

This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.

14 NON-WAIVER

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

15. SEVERABILITY

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

16. ASSIGNABILITY

The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.

17. INTEGRATION

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith. The Licensor However reserves the right to revise the contract upon renewal of a license term.