EULA

Lector SA, the owner of the Sole Rights to produce and market the Lector© products, is willing to grant you, or, in the case that you represent a corporation or other organization, that corporation or organization (collectively and interchangeably, "Licensee" or "You") a limited, personal, non-exclusive license to use the "Software" set forth on the one or more order forms, paper or electronic, You have entered into with Lector SA relating to the Software (each, an "Order Form") subject to Your acceptance and agreement to be bound by the terms of this End User Software License Agreement (together with the terms and conditions set out on the Lector SA website, Order Form or Agreement on, paper or electronic.)

1. Grant of License. Subject to the terms and conditions of this Agreement, Lector SA grants to You a personal, limited, non-exclusive, non-transferable license to use the number of Licenses for the Software set forth in each applicable Order Form, solely in executable form, and solely to use it in accordance to the aforesaid license agreement. No Private Software license for our product may be used for financial gain or service rendered to any entity other than You the licensee. All Commercial Software Licenses issued irrespective of the purpose of operating, meaning for financial gain and/or success are subject to this EULA and the License Agreement. In this license agreement (License Agreement), you, the purchaser of the license rights granted by this Agreement, are referred to as "Licensee" or "You." In accordance with the terms and conditions of this License Agreement, Lector SA (Licensor) grants Licensee the non-exclusive license to use the accompanying software (Software) and documentation (Documentation) only in the specified location as set out in our Agreement. In this License Agreement, the Software and Documentation and any copies or modifications are referred to as the "Licensed Product." All rights to and in the Licensed Product, including, but not limited to, copyrights and trade secret rights, belong to Licensor and Licensor holds title to each copy of the Software. The Licensee shall not transfer or distribute the Licensed Product to others, and this Agreement shall automatically terminate in the event of such a transfer or distribution. Licensee shall not copy or modify the Licensed Product.

2. Installation. With a Private License, the Software shall only be installed, used, accessed, displayed and runned on a single computer. With a Commercial License, the Software can be installed, used, accessed, displayed and runned on the number of computers set out in the Agreement. However, a license for the Software may not be shared among multiple users, as each license is limited to a single authorized user and site. If You wish to expand the number of authorized users of the Software, You may purchase additional licenses from Lector SA, any additional licenses will be subject to the terms of this Agreement.

3. Restrictions. Except as expressly permitted under this Agreement, You will not, and will not allow any third party to: (a) copy the Software; (b) modify, translate, adapt, alter, or create derivative works from the Software; (c) merge the Software with any other software or documentation;(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (e) distribute, sublicense, rent, lease or loan the Software to any third party; or (f) use the Software for the business needs of another person or entity, including without limitation, providing outsourcing or on-line services to third parties. You may not remove, alter or obscure any proprietary notice that appears on the Software in accordance with this Agreement.

4. Ownership. The Software is licensed, not sold, to You for use solely subject to the terms and conditions of this Agreement. The Software and all worldwide intellectual property and proprietary rights therein and relating thereto, are and will remain the exclusive property of Lector SA or its licensors, if any. Except for the limited rights expressly granted under Section 1, You will have no right, title or interest (whether by implication, estoppel, or otherwise) in or to the Software or any Intellectual Property Rights (as defined below) therein or thereto. Lector SA retains all rights, title and interest in and to any and all trademarks and logos of Lector displayed on or in the Software. You agree not to challenge or contest Lector SA’s rights to or ownership of, or otherwise attempt to assert any rights in, the Software. "Intellectual Property Rights" means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights.

5. Third Party Code. The Software may contain or include software code owned or provided by third-party licensors of Lector SA ("Third-Party Code"). For any Third-Party Code clearly indicated to be subject to the terms of a third party software license (a "Third-Party License"), the terms of the applicable Third-Party License will apply to the Third-Party Code independent of the terms of this Agreement. Any Third Party Code not subject to a Third Party License is subject to the terms and conditions of this Agreement and the licensors of any such Third Party Code are third party beneficiaries of this Agreement. Nothing in this Agreement limits Your rights under, or grants rights to You that supersede, the terms of any applicable Third-Party License.

6. Version Restrictions: You acknowledge that the Software identified as a "Lector®" product version and do not entitle you to any upgrades. Upgrade is provided solely as a convenience for You. The Software may include additional features or functionality currently under development for inclusion in the Software, but is not currently supported by Lector SA. You covenant to treat all Software to the restrictions on use set forth in Section 3.

7. Maintenance and Support Services. For one year following the Effective Date, subject to the terms and conditions of this Agreement, Lector SA will provide, on a commercially reasonable basis, the following support services for the Software ("Support") via email during normal Lector SA business hours(which are 8:00 AM - 5:00 PM GMT+2, Monday through Friday, excepting holidays): (1) investigation and confirmation of a report by You (submitted to Lector SA via email) of a Failure (as defined below),including (i) isolation of the problem(s) causing such Failure; and (ii) within 30 days, repair or replacement, as applicable and at Lector SA’s sole discretion, of the Software as necessary to cure the Failure; (2) installation assistance; and (3) assistance with understanding the standard features of the Software. Lector SA will use commercially reasonable efforts to respond to all support-related email within five business days of receipt of such email. A "Failure" means a failure of the Software to operate substantially in accordance with the then-current specifications for that software when the software has been installed and used in accordance with those specifications. Lector SA will have no obligation to provide Support for any Failure that: (a) is due to a breach by You of the Agreement; (b) cannot be reasonably remedied; (c)is due to use of the Software in combination with third-party products, equipment, software, or data;(d) is due to any release of the Software other than the most current release; (e) is due to any modifications to the Software not provided by Lector SA; (f) has been listed as a known issue on Lector SA’s website, or (f) is caused by Your negligence, abuse, misapplication, or use of the Software. You will provide Lector SA with reasonable assistance to resolve the Failure, including providing Lector SA with sufficient access to and information regarding Your computing environment to enable Lector SA to duplicate the Failure at issue and (as applicable) to determine that the Failure has been corrected. Lector SA will have no liability for any changes required by Your hardware or software configuration which may be necessary to use the Software due to a work around, error correction, or maintenance release. Lector SA reserves the right to provide updates and upgrades for the Software to You at its convenience. Any updates, upgrades and any other repairs, replacements or modifications to the Software made available to You will be considered part of the "Software" for purposes of this Agreement and will be subject to the terms and conditions of this Agreement applicable to the Software.

8. Fees and Payment.

8.1 License Fee. In consideration of the rights to the Software provided under this Agreement, You will pay Lector SA the fees ("Fees") set out on the Agreement applicable to the Software.
8.1.1 Initial License Fee. The Initial License fee as set out in Lector SA’s price list is applicable to both the Private and Commercial Licenses before the Software will be shipped to the licensee.
8.1.2 Monthly License Fee and additional Module Fees. The fees are payable only by the Commercial licensees on the dates as determined and set out in the Agreement.
8.1.3 Three Yearly Renewal Fee. The fees are payable only by the Commercial licensees on the dates of renewal as determined and set out in the Agreement according to the conditions in the aforesaid Agreement.

8.2 Payment. Payment of the Fees must be made in ZAR South African Rand, and must be paid direct into Lector SA’s bank account. You grant Lector SA the right to charge your account specified in the applicable Order Form for all Fees incurred under this Agreement. On the Effective Date, You will remit to Lector SA a one-time payment of the Initial License Fees as set forth on the Order Form or Agreement based on the number of end-user licenses You are purchasing. You may, at any time during the term of the Agreement, increase the number of licenses which you have purchased upon providing written notice to Lector SA, together with payment of Lector SA’s then-current Fees associated with such number of additional end-user licenses. All Fees are non-refundable. Your obligation to pay Fees not subject to a reasonable dispute will be unconditional and not subject to abatement, set off or defence of any kind. Fees exclude all applicable sales, use, and other taxes, fees, duties and similar charges, and You will be responsible for payment of all such taxes. The monthly License Fees for Commercial Licenses set out in the Agreement must be paid before or on the last day of the month. The Three Yearly Renewal Fee must be paid before or on the last day of the month in which the previous three year term ends according to the date in the Agreement. Any portion of the Fees not paid when due will accrue interest at 18% per annum (1.5% per month) or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. By placing an order for licences you authorize LectorSA to Invoice you for the amount and undertake to pay the aforesaid amount within 30 days.

9. Term and Termination. The term of this Agreement will begin on the Effective Date and, unless earlier terminated as set forth in this Agreement, will continue for 12 Months. You may terminate this Agreement at any time by providing notice to Lector SA as set out in the Agreement. This Agreement will also automatically terminate if You breach a material term of this Agreement. Upon any termination of this Agreement, You agree to immediately cease all use of the Software, return all copies of the Software, and, upon the request of Lector SA or their agents, certify in writing Your compliance with the terms and conditions of this Section 9. Upon any termination of this Agreement due to uncured breach by Lector SA, You will be entitled to receive a pro rata amount of the Fees paid under this Agreement. The foregoing is Your exclusive remedy for Lector SA’s breach of this Agreement. Sections 4, 10, 11, 12, 13 and 16 shall survive termination of this Agreement.

10. Warranty and Disclaimer. LECTOR SA DOES NOT WARRANT THAT: (A) THE OPERATION OF THE SOFTWARE OR HARDWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT FUNCTIONS CONTAINED IN THE SOFTWARE WILL OPERATE IN COMBINATIONS OF SOFTWARE OR HARDWARE THAT MAY BE SELECTED FOR USE BY YOU; (B) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) ANY RESULTS, OUTPUT, OR DATA PROVIDED THROUGH ORGENERATED BY THE SOFTWARE WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LECTOR SA SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, RELATING TO THIS AGREEMENT AND THE SOFTWARE AND ANY SERVICES PROVIDED TO YOU, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

11. Limitation of Liability. THE LIABILITY OF LECTOR SA UNDER THIS AGREEMENT, REGARDLESS OF THE BASIS OF LIABILITY OR THE FORM OF ACTION, WILL NOT EXCEED THE FEES PAID TO LECTOR SA FOR THE PORTION OF THE SOFTWARE OR SERVICES CAUSING THE LIABILITY. IN NO EVENT WILL LECTOR SA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND REGARDLESS OF WHETHER LECTOR SA HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, INCLUDING WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY RESULTS OBTAINED FROM OR THROUGH THE SOFTWARE. LECTOR SA WILL NOT BE LIABLE FOR ANY NETWORK-RELATED PROBLEMS ATTRIBUTABLE TO THE SOFTWARE OR CHANGES TO NETWORK CONFIGURATION THAT MAY AFFECT THE PERFORMANCE OF THE SOFTWARE.

12. Indemnification. You will indemnify, defend, and hold harmless Lector SA, its licensors, and each of their respective employees, officers, directors, and affiliates ("Indemnified Parties"), from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from Your use of the Software or Your breach of any term of this Agreement. Lector SA will provide You with notice of any such claim or allegation, and Lector SA will have the right to participate in the defence of any such claim at its expense.

13. Confidential Information. You acknowledge that the Software contains confidential and proprietary information of Lector SA, including without limitation the Source Code, inventions, algorithms, know-how and other proprietary information contained therein (collectively, "Confidential Information"). You agree to protect the Confidential Information with at least the same degree of care employed with respect to Your own confidential or proprietary information. You will not use the Confidential Information for any purpose other than in connection with Your use of the Software under the Agreement. Except as otherwise set forth in this Agreement, under no circumstances will You allow any third party to have access to the Software.

14. Assignment. You may not assign, delegate or otherwise transfer this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of Lector SA. Unless specifically authorized in writing by Lector SA, assignment of this Agreement will not release You from any prior outstanding obligation under this Agreement or allow You or Your assignee to expand the number of installations of the Software authorized under this Agreement. This Agreement is freely assignable by Lector SA and will inure to the benefit of Lector SA’s successors and assigns. Any assignment in violation of this Section 14 is null and void.

15. Additional Terms. If any provision of this Agreement is found to be unenforceable, such term will be considered severable from the remaining terms, which will continue to be valid and enforceable. Any amendments or modifications of this Agreement will be binding upon the parties only if made in writing and signed authorized representatives of both parties. Under no circumstances will the pre-printed terms of any purchase order or any other terms apply to this Agreement. No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless made in writing and signed by authorized representatives of both parties and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either of the parties in exercising any right will operate as a waiver, nor will any single or partial exercise by the either of the parties of any right preclude any other or further exercise thereof or the exercise of any other right. All notices, consents and approvals under this Agreement must be delivered in writing by personal delivery, electronic facsimile or certified mail, postage pre-paid, to the other party at its address set forth on the Lector SA Web Site or at such other address as may be later designated by such party. Notices will be deemed to have been received upon the date of receipt or, in the case of certified mailing, 2 days after deposit in the mail. This Agreement will be governed by the laws of the Republic of South Africa without regard to conflicts of law principles. All disputes arising under this Agreement must be brought in the province and courts located in Pretoria, Gauteng, as permitted by law. Each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding. No agency, partnership, or joint venture is created by this Agreement. The parties are and remain at all times independent contractors and not agents or employees of the other party.