This Software Licensing Agreement shall be deemed to have been entered into by and between PikaPage Limited (Licensor), and Licensee, on the day the Licensee first use the software provided.
Recitals. WHEREAS, Licensor is engaged in the business of designing and developing computer-related software and hardware systems and related products and has created and developed software and data hosting platforms which are described in invoice or quotations or online sales materials of Licensor’s websites. the "Software"); and
WHEREAS, Licensee desires to utilize such Software for events or activities as described in invoice or quotations;
WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use Licensor's Software pursuant to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
Licensor hereby grants to Licensee, for the term of this Agreement, a non-exclusive and nonassignable, right and license to use the Software for purposes as described in invoice, quotation, sign-up form.
No right or license is being conveyed to Licensee to use the Software for other purposes. 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.
This Agreement shall be effective as of the date when Licensee first use the Software and shall extend for the period as specified in the invoice, quotation or sign-up forms.
In consideration for the licenses granted hereunder and during the Term of the Agreement, Licensee agrees to pay to Licensor the Fees recited in invoice, quotations or sign-up forms.
4. INTELLECTUAL PROPERTY AND CONFIDENTIALITY.
Licensor will retain exclusive interest in and ownership of its intellectual property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement. 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 additional 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, 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, contractors and volunteers, will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.
Licensee shall take no steps in attempting to reverse engineer the Software.
5. INSTALLATION, TRAINING, AND ACCEPTANCE.
Licensor shall install the Software (if provided in installable form) only on Licensee's computers. At the time of such installation, Licensor shall provide Licensee with appropriate documentation for the Software reasonably acceptable to Licensee.
At the time of installation of the Software and for no additional consideration, Licensor shall train at least one of Licensee in the use of the Software at a mutually agreed location or via the Internet.
Subsequent to the installation of the Software, Licensor agrees to provide additional training to Licensee's employees at Licensor's facilities for a fee of to be quoted per employee.
In the event that Licensee fails to notify Licensor of any difficulties or problems with the Software within 7 days after installation thereof, Licensee shall be deemed to have accepted the Software.
The Licensor and Licensee accept, the Licensed Programs “AS IS”. THE LICENSOR PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAMS IS WITH THE LICENSEE. THE LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET THE LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.
7. IMPROVEMENTS AND MAINTENANCE.
Licensor will provide to Licensee, at Licensor’s sole expense, any improvements, modifications, updates, extensions and enhancements that Licensor makes to the Software and that Licensor offers to other Licensees of the Software. Any such improvements, modifications, updates, extensions and enhancements shall be automatically included in this Agreement. Licensor shall further provide Licensee with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications, as determined by Licensor. Licensor may, but will not be required to, provide these maintenance services if Licensee has modified the Software or is in default.
8. POST-TERMINATION RIGHTS.
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.
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.
9. JURISDICTION AND DISPUTES.
This Agreement shall be governed by the laws of Hong Kong.
Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
10. 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.
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.
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.
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.