Software License Agreement

Please read these terms carefully. By accessing and using any part of the Sryas website (the “Website”), you indicate that you agree to each of the terms set forth below (the “Terms of Use”).

Software license agreement

THIS AGREEMENT IS MADE BETWEEN YOU (“LICENSEE”) AND SRYAS INC, 17708 BONIELLO DRIVE, BOCA RATON, FL 33496, USA (“SRYAS”) AND ITS CORRESPONDING SCHEDULE GOVERN YOUR INSTALLATION AND USE OF ANALANCE. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE, AND/OR BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE, AND INDICATE YOUR ACCEPTANCE BY CHOOSING “I ACCEPT”. BY CHOOSING “I ACCEPT”, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS OF THIS LICENSE AGREEMENT. THE DATE YOU ACCEPT THIS LICENSE AGREEMENT BY CHOOSING “I ACCEPT” SHALL BE THE “EFFECTIVE DATE” OF THIS AGREEMENT.

Whereas

  1. Sryas has developed and/or obtained rights in the software namely, the AnalanceTM suite of products, more particularly set out in the Schedule hereinafter collectively referred to as Software; 
  2. the said Software can be used as set out in the Schedule to this Agreement; 
  3. LICENSEE desires to use the said Software and the services of SRYAS for the sole purposes as set out below; 
  4. the LICENSEE is downloading or using the Software free of charge for evaluation purposes only and/or for commercial use based on the licensing terms agreed by both SRYAS and LICENSEE. 
  5. the agreement applies whether the software is used on LICENSEE location as specified in the Schedule, any third-party cloud provider infrastructure or SRYAS provided Analance Cloud. 
  6. the LICENSEE has placed an order for the license of the Software as outlined in the Schedule which shall form part and parcel of this Agreement; 
  7. SRYAS desires to grant the LICENSEE and the LICENSEE desires to obtain from the SRYAS, a nonexclusive, nontransferable license to use the Software and Software Documentation for internal purposes upon the terms and conditions contained in this Agreement. 

IT IS HEREBY AGREED as follows:

1. DEFINITIONS

In this Agreement, unless otherwise expressly provided for, the following expressions shall have the following meanings:

  1. “Agreement” shall mean this Software License Agreement; 
  2. “Schedule” shall mean a collective agreement that defines the software license and other terms, as applicable, created between the LICENSEE and SRYAS, attached separately; 
  3. “Equipment” shall mean the hardware and/or systems software configuration (e.g., the computer, computer platform, operating systems and/or data base management system) specified in the Schedule, or, in the absence of any such specification in the Schedule, the hardware and/or systems software configuration on which SRYAS generally supports use of the Software; 
  4. “Delivery Date” shall mean the date on which SRYAS shall deliver the Software Materials at the LOCATION specified in the Schedule; 
  5. “Licensed Purposes” shall mean the purposes for which the license has been granted which is set out more particularly in the Schedule; 
  6. “Location” shall mean the LICENSEE’s building/location where the Software is to be delivered and where the LICENSEE is given license for use as specified the Schedule; 
  7. “Media” shall mean the Media on which the Software and the Software Documentation, as provided to the LICENSEE by SRYAS, is recorded or printed; 
  8. “New Release” shall mean a commercially available modification or improvement that significantly changes the Software by modifying or adding functions to the Software; 
  9. “Parties” shall mean SRYAS and the LICENSEE (each, a “Party”); 
  10. “Proprietary Information” shall mean any information contained or embodied in the Software, Software Materials, Software Documentation or otherwise disclosed or made available to the LICENSEE by or on behalf of SRYAS pursuant to or in connection with this Agreement and whether or not such information is expressly stated to be confidential or marked as such; 
  11. “Software” shall mean the computer programs, Analance Suite of Products, in machine-readable executable code only as specified in the Schedule for which SRYAS has expressly granted license to the LICENSEE for use The software may contain materials prepared or developed by other third party developers called Independent Software Vendors (ISVs) or Original Equipment Manufacturers (OEMs) as set out in the Schedule; 
  12. “Software Documentation” shall mean user manual and all other related materials in eye-readable form written in English as supplied to the LICENSEE by SRYAS for aiding the use and application of the Software only as specified in the Schedule; 
  13. “Software Materials” shall mean the Software, the Software Documentation and the Media. The software material may contain materials prepared or developed by other third party developers called Independent Software Vendors (ISVs) or Original Equipment Manufacturers (OEMs); 
  14. “Use the Software Materials” shall mean to use the Software, and to read and possess the Software Documentation in conjunction with the use of the Software and to possess the Media; 
  15. “Update” shall mean a subsequent release of the Software that SRYAS makes generally available for the Software Maintenance and Support services for which the parties hereto have entered into a separate Annual Software Maintenance and Support services agreement. Updates shall not include any release, future product, or any upgrade in features, functionality or performance of the Software which SRYAS licenses separately or offers only for an additional fee; 
  16. “Intellectual Property” shall mean any and all rights in patents, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks (including, where applicable, all derivative works of the foregoing); 
  17. “Confidential Information” shall mean non-public information of a business partner, affiliate or a party to this Agreement that is identified as or would be reasonably understood to be confidential and/or proprietary. Confidential Information of SRYAS includes, without limitation, the Software Documentation, all the Software provided under Software and all algorithms, methods, techniques, code (Source Code and Object Code) and processes revealed or utilized therein. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation; or (iv) is independently developed by the Recipient without access to Confidential Information; 
  18. “Recipient” shall mean the party receiving Confidential Information hereunder; 
  19. “Discloser” shall mean the party providing Confidential Information hereunder; 
  20. “Source Code” shall mean computer programs written in higher-level programming languages and readable by humans; 
  21. “Third Party Licensor” shall mean a third party whose software products (“Third Party Products”) have been made available to SRYAS for distribution and licensing under the terms of its agreement with SRYAS; 
  22. “User Restriction” shall mean any Software component User Restriction identified in the Schedule (for example, and without limitation, number of named users); 
  23. ”User License” shall mean a legal contract between SRYAS and the end user of an application. User License details how the Software can and cannot be used and any User Restrictions that SRYAS imposes; 
  24. “Named User Licenses” shall mean the user license to the stated maximum number of individual named users as set out in the Schedule, to end user who have user access to the Software Material(s) irrespective as to whether any such user is actively logged on to the Software Material(s) at a given point in time; 
  25. “Material Defect” shall mean a material deviation between the then-current, general release version of the Software Material and its Software Documentation, for which defect, the LICENSEE has given SRYAS enough information for SRYAS to replicate the deviation on a computer configuration. 

Files

2. GRANT OF SOFTWARE LICENSE

2.1 EVALUATION LICENSES

If LICENSEE is downloading the Software for the first time, solely for purposes of considering the purchase of a subscription to the Software, using the Software through the Free Trial section of the SRYAS website, or if a Schedule specifies that an evaluation license is being granted thereunder, SRYAS hereby grants to LICENSEE, and LICENSEE accepts, a non transferable, non exclusive, limited right to use the Software and the Software Material only in the Location and solely on or in conjunction with the Equipment specified (as set out in the Schedule) and to be accessed only by the named User License as set out in the Schedule and solely for the purposes as set out in the Schedule.

The evaluation period is limited to a maximum of 30 days, unless SRYAS has extended such period at its sole discretion or unless a different period is stated in the applicable Schedule.
If LICENSEE wishes to purchase a license, contact SRYAS at marketing@sryas.com or via sryas.com

2.2 LICENSE TO USE

SRYAS hereby grants LICENSEE a non transferable, non exclusive, annual and (or) perpetual license to use the Software and the Software Material only in the Location and solely on or in conjunction with the Equipment (as set out in the Schedule) and to be accessed only by the named User License as set out in the Schedule and solely for the purposes as set out in the Schedule.

2.3 RESTRICTION ON MAKING COPIES

If LICENSEE is downloading the Software for the first time, solely for purposes of considering the purchase of a subscription to the Software, using the Software through the Free Trial section of the SRYAS website, or if a Schedule specifies that an evaluation license is being granted thereunder, SRYAS hereby grants to LICENSEE, and LICENSEE accepts, a non transferable, non exclusive, limited right to use the Software and the Software Material only in the Location and solely on or in conjunction with the Equipment specified (as set out in the Schedule) and to be accessed only by the named User License as set out in the Schedule and solely for the purposes as set out in the Schedule.

The evaluation period is limited to a maximum of 30 days, unless SRYAS has extended such period at its sole discretion or unless a different period is stated in the applicable Schedule.
If LICENSEE wishes to purchase a license, contact SRYAS at marketing@sryas.com or via sryas.com

2.4 SOURCE CODE

Unless otherwise explicitly provided in the Schedule, the LICENSEE has no license to access or use or any other rights in or to, the Source Code for a particular component system. If the Schedule grants LICENSEE a license to use Source Code for a particular component, then the LICENSEE has the limited right to use such Source Code to modify such Component System for its own, internal computing operations. Subject to the foregoing, the LICENSEE will not disclose all or any part of the Source Code for a Component System to any person except the LICENSEE employees who, before obtaining access to the Source Code, have been informed by the LICENSEE in writing of the nondisclosure obligations imposed on both the LICENSEE and such LICENSEE’s Employees under this agreement. SRYAS will own all right, title and interest to al derivative works of the component system (“Derivative Works”), even if solely created by the LICENSEE pursuant to a license to use Source Code hereunder. The LICENSEE hereby assigns to SRYAS absolutely all of its rights, title and interest in and to any Derivative Works created by the LICENSEE together with all intellectual property rights therein. SRYAS grants the LICENSEE (if licensed to use the Source Code hereunder) a perpetual (unless otherwise specified in the Schedule), non-exclusive, non-transferable license (without the right to sublease or sublicense) to use and copy for use the Derivative Works created by the LICENSEE or created by SRYAS at the LICENSEE’s request and payment, for the LICENSEE’s own, internal computing operations. Upon SRYAS’s request the LICENSEE will provide SRYAS with a copy (including all documentation related thereto) of all Derivative Works created by the LICENSEE and will execute and deliver to SRYAS any documents reasonably necessary to vest in SRYAS all right, title and interest therein.
3. PRICE AND PAYMENT

3.1  LICENSE FEE:

The fee for the license to be granted to LICENSEE by SRYAS under this Agreement (the “License Fee”), including the terms of payment, are more particularly set out in the Schedule. Notwithstanding what is stated in the Schedule, the License Fee, including the taxes, others charges and all other sums payable in connection with this agreement, are to be paid by immediately upon execution of this Agreement.

3.2  TAXES AND OTHER CHARGES:

The License Fee and any other charges, including the following payable under this Agreement, are independent charges, and unless otherwise specified, and are to be paid by the LICENSEE to SRYAS on demand:

  1. any packing, delivery or transportation charges incurred in connection with this agreement, including delivery of the Software at the Location; 
  2. any applicable tax, including sales tax, duty, tariff, service tax or any other duties including related interest or penalty, which may be charged or chargeable on any goods or services or Software Material provided to the LICENSEE hereunder or in connection with this Agreement; 
  3. any additional tax, levy or duty due to change in the government policy or for any other reason whatsoever. 

3.3  Any sum payable under this Agreement is not paid within [15 days] after the due date, then (without prejudice to SRYAS’s other rights and remedies) SRYAS reserves the right to charge interest at 1.5% per month on such unpaid from the due date to the date of payment inclusive;

3.4 The LICENSEE shall not be entitled to withhold payment of any sum by reason of any right of set-off or any claim or dispute with SRYAS, whether relating to the quality or performance of the Software Materials or otherwise.

3.5  SRYAS shall have the right to suspend delivery or any further services in connection with this Agreement or related agreement where it reasonably believes that the LICENSEE will not make payment in accordance with this Clause 3.

4. DELIVERY 

4.1  SRYAS shall use all reasonable endeavors to deliver to the LICENSEE within the time frame specified in the Schedule at the Location.

4.2  SRYAS shall not be liable for any delay caused by events beyond its reasonable control (which events are set out in the Force Majeure Clause below) and in such case SRYAS shall be entitled to a reasonable extension of time to perform its obligations pursuant to this Clause.

4.3  SRYAS shall not be responsible for complying with statutory regulations, local bye-laws, or the fulfillment of any specific regulations affecting the LICENSEE in connection with this agreement.

5. RESTRICTION ON USE

5.1 The LICENSEE shall use the Software Material only for the Licensed Purposes and for no other purposes

5.2  The LICENSEE shall use the Software Material at the Location and on the equipment as specified in the Schedule.

5.3  The LICENSEE shall not permit any other person other than the persons set out under named User Licenses (as set out in the Schedule) to access the Software Material and solely for the purposes set out in the Schedule.

5.4  The LICENSEE shall not permit any third party other than SRYAS to use the Software Materials, nor shall the LICENSEE use the Software Materials on behalf of or for the benefit of any third party other than SRYAS in any way whatsoever.

5.5  The LICENSEE acknowledges and agrees that international export control laws and other applicable export and import laws govern its use of the Software Material and the LICENSEE will neither export nor re-export, directly or indirectly, the Software Materials, nor any direct product thereof. The LICENSEE acknowledges that a special security program or code (“Key”) may be required to operate the Software. Any such key may prevent the Software from operating (i) on any configuration other than the equipment or (ii) for more than the maximum number of users specified in the Schedule.

5.6  The license granted under this Agreement to LICENSEE shall not be deemed to extend to any programs or materials of SRYAS other than the Software Materials unless expressly agreed to in writing by SRYAS in the Schedule.

5.7  The LICENSEE shall not make or allow copies of any or all of the Software Materials to be made.

5.8  During the continuance of this Agreement, the LICENSEE shall:

  1. effect and maintain adequate security measures to safeguard the Software; 
  2. protect Software Materials from access or unauthorized use by any unauthorized body or person; 
  3. retain the Software Materials under its exclusive control. 
6. WARRANTY

6.1  Subject to the limitations set forth in this Agreement, SRYAS warrants that, for a period of sixty (60) days (“Warranty Period”) after the date of delivery, the Media on which the Software is delivered will be free from material defects in material and workmanship. SRYAS sole obligation with respect to a breach of either of the foregoing warranties shall be to repair or replace that part of the Software or Media giving rise to the breach of warranty. The Software is not warranted to be free from error, or to operate uninterruptedly and/or that all software defects can or will be corrected.

6.2 LIMITED WARRANTY
The limited warranty set forth herein constitutes the only warranty with respect to the software and is in lieu of all other warranties written or oral, statutory, express or implied, including, without limitation thereto, the warranties of merchantability and fitness for a particular purpose. SRYAS shall not be liable for any incidental or consequential damages of any nature or for any reason either before or after installation of the software.

6.3  While SRYAS has endeavored to use reasonable care in compiling the systems and information incorporated in the Software Materials, SRYAS can accept no liability of any kind whatsoever for the accuracy, completeness and information/data generated by such systems or the Software Materials.

6.4  The LICENSEE acknowledges that the Software Materials have not been produced to meet the individual requirements of the LICENSEE and cannot be tested in every possible combination. SRYAS does not warrant that the facilities and functions comprised in the Software will meet all of the LICENSEE’s requirements.

6.5  SRYAS shall have no obligation to repair or replace the Software Materials under any circumstances except as expressly provided in this Agreement.

6.6 WARRANTY CONDITIONS
SRYAS’s obligation to remedy a claimed breach of warranty shall be conditioned upon the following:
  1. the receipt by SRYAS during the Warranty Period, of a written notice from LICENSEE stating with reasonable particularity the claimed Software failure; 
  2. that the Software shall not have been altered or repaired by any party other than SRYAS; 
  3. that the Software failures shall not be the result of the use of software not supplied and installed by SRYAS or as the result of the improper use, mishandling, abuse, misuse, improper installation, improper maintenance, or improper operation of the Software; 
  4. that Software shall not have been damaged by any other cause whatsoever not attributed to SRYAS. 

7. MAINTENANCE AND SUPPORT 

SRYAS agrees to provide support for the use of the Software Material and to maintain the Software beyond the warranty period only if the LICENSEE enters into a separate Software Maintenance and Support Plan Agreement with SRYAS on terms to be agreed to between both of the Parties.

8. MODIFICATIONS

8.1  The LICENSEE shall enter into a separate Services Agreement so as to enable SRYAS to customize/configure the software for use by the LICENSEE. The modification of the Software Materials shall be at the cost of and the responsibility of the LICENSEE and to the extent necessary for the effective use of the Software Material by the LICENSEE.

8.2  The LICENSEE shall not either by itself or through third parties make any modifications, amendments or alterations to any or all the Software Material and the same would amount to infringement of the intellectual property rights of SRYAS.

9. PROPRIETARY RIGHTS

9.1  The Software Materials and all copyrights, database rights, patents, trade secrets, trademarks and other proprietary or intellectual property rights whatsoever, howsoever and wheresoever arising in the Software Materials and in all other written or oral information provided by SRYAS for the purposes of this Agreement, including the specific design, structure, and logic of individual programs of the Software, their interactions with
the LICENSEE’S database(s) and web servers, both internal and external, and the programming techniques employed therein, are and shall remain the exclusive property of SRYAS. SRYAS reserves the right to grant licenses to use or otherwise exploit the Software Materials to any other person or body. The LICENSEE shall not acquire any intellectual property rights of whatever nature in the Software Materials and may not copy them or
attempt in any way to decompile, disassemble, imitate or reverse engineer the Software except as expressly permitted in this Agreement.

9.2  The LICENSEE shall notify SRYAS immediately if the LICENSEE becomes aware of any unauthorized use or exploitation of the whole or any part of the Software Materials by any person or body.

9.3  The LICENSEE will permit SRYAS or any third party authorized by SRYAS to check the use of the Software Materials by LICENSEE at all times during normal business hours, and for that purpose the LICENSEE shall grant SRYAS (and its agents, employees and representatives) a license to enter its premises and audit the records and systems of the LICENSEE at any time during normal business hours, upon SRYAS giving the LICENSEE five
(5) days written notice prior to the date of such inspection. 


If the inspection/audit reveals that the LICENSEE is using the Software Material beyond the scope of the license granted herein, then notwithstanding and without prejudice to any other remedies available to SRYAS, the LICENSEE will promptly reimburse SRYAS for the cost of such audit and pay for SRYAS the underpaid License.  


Fees therefore and all other associated fees including maintenance and support based on SRYAS’s then current list rates, as well as any applicable late charges. 

9.4  All grants of rights to use Intellectual Property intended to be accomplished by this license are explicitly stated and no additional grants of such rights shall be inferred or created by implication. LICENSEE warrants to SRYAS that, unless otherwise agreed to in writing, LICENSEE is not purchasing the rights granted by this license in anticipation of reselling those rights.

10. CONFIDENTIALITY OF THE PROPRIETARY INFORMATION 

10.1 The LICENSEE undertakes to treat as confidential and keep secret the Proprietary Information, and shall not without the prior written consent of SRYAS: 

  1. exploit the Proprietary Information in whole or part other than as may be necessary to enable the LICENSEE to use the Software Materials in accordance with the terms and conditions of this Agreement; 
  2. disclose the Proprietary Information in whole or part or make any aspect of the Proprietary Information available to any person or body, other than to: 
    1. the LICENSEE’s own employees as need to know or use the same for the purpose of performing their duties to the LICENSEE for processing the LICENSEE’s own data for its internal business purposes; 
    2. any person or body who is appointed by the LICENSEE to maintain any equipment on which the Software is used (in accordance with the terms of this Agreement) and then only to the extent necessary to enable such person or body to properly maintain such equipment. 

10.2  The LICENSEE undertakes to ensure that any person or body to whom any part of the Proprietary Information is disclosed pursuant to Clause 11.1(b) is made aware prior to the disclosure of any part of the Proprietary Information that (i) the same is confidential and (ii) they owe an express duty of confidence to SRYAS. The LICENSEE shall indemnify and hold the SRYAS harmless against any loss or damage which SRYAS may suffer or incur as a result of the LICENSEE failing to comply with such undertaking. 

10.3  The LICENSEE shall indemnify SRYAS for any loss occasioned to SRYAS on account of breach of SRYAS’s proprietary rights by any person or body to whom the LICENSEE divulges all or any aspect of the Proprietary Information and shall give SRYAS all reasonable assistance in connection with any proceedings which SRYAS may institute against such person or body in respect of such breach of confidence. 

10.4  The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement. 

11. INTELLECTUAL PROPERTY INFRINGEMENT 

11.1 The LICENSEE hereby undertakes that it shall not either directly or indirectly infringe upon the intellectual property rights of SRYAS upon the Software Material. 

11.2  The LICENSEE shall indemnify SRYAS against any expense or loss SRYAS may incur resulting from the infringement of SRYAS’s and/third party patents, copyrights, database rights, trade secrets, trademarks or other proprietary or intellectual property rights whatsoever, howsoever or wheresoever arising in consequence of any matter referred to herein. 

11.3 If claims arise out of the infringement of any patent or copyright of any third party which is valid and effective at the date of this Agreement, with respect to the use by the LICENSEE of the Software pursuant to the terms of this Agreement: 

  1. the LICENSEE shall promptly notify SRYAS in writing of any allegations of infringement of which it has notice or becomes aware; 
  2. SRYAS shall have sole control over the defense of any such suit or claim and over all negotiations in relation thereto, responsibility for any and all attorneys’ fees and legal costs related to defense of any such suit or claim, and, in particular, the LICENSEE shall not make or attempt to make any settlement or admit any 
    liability in relation to such suit or claim without the prior written consent of SRYAS; 
  3. the LICENSEE shall take such actions and provide such information and enter into all such documents as SRYAS may reasonably require in relation to the defense of any such suit or claim. 

11.4 If LICENSEE is prohibited by a court order from using the Software, then SRYAS shall have the right at its sole option to terminate this Agreement in respect of the Software so affected, if SRYAS considers that, in its reasonable opinion, the foregoing alternatives are not available on reasonable terms, in which event the LICENSEE shall cease using such prohibited Software forthwith and, at SRYAS’s direction, shall return, or certify that it has destroyed, the original copies of such Software so affected and any copies made by the LICENSEE thereof. In such event, SRYAS shall not refund the license fees paid by the LICENSEE and SRYAS shall be under no further liability to the LICENSEE with respect to the Software so affected. 

11.5  Where any computer program materials, in relation to which rights are owned by a third party, are to be copied or otherwise used by the LICENSEE in association with the Software Materials, the LICENSEE warrants that they have any and all necessary permissions, express or otherwise, to enable them to copy or otherwise use such 
computer program materials without infringing such third parties’ rights. 

11.6If the LICENSEE discloses such computer program materials to SRYAS or requests or permits SRYAS to copy or otherwise use such computer program materials, the LICENSEE warrants that they are entitled to make such disclosures or requests or give such permission, and that it has any necessary consent, express or otherwise, to enable SRYAS to copy or otherwise use such computer program materials as so requested or permitted 
without infringing said third party rights. 

12. CONFIDENTIAL INFORMATION 

12.1  Except as otherwise permitted under this Agreement, the Recipient will not disclose to any third party, or make any use of, the Discloser’s Confidential Information and shall take all measures to maintain the confidentiality of the Discloser’s Confidential Information. 

12.2  The LICENSEE’s obligation to maintain as confidential, the information contained in any or all of the Software material including any software programs, all algorithms, methods, techniques, code and processes revealed therein, will survive in perpetuity. 

12.3 SRYAS shall treat as confidential all information supplied by the LICENSEE under this Agreement which is designated as confidential by the LICENSEE or which is by its nature clearly confidential (the LICENSEE’s Confidential Information). This Clause shall not extend to any information which: 

  1. was lawfully in the possession of SRYAS prior to the commencement of the negotiations leading to this Agreement; 
  2. is already public knowledge or becomes so at a future date; 
  3. comes into SRYAS’s knowledge from a third party who lawfully possesses such information. 

12.4 SRYAS shall not divulge any LICENSEE Confidential Information to any person or body except to: 

  1. such of its own employees, consultants, agents or representatives including the suppliers of any third party 
  2. software as need to know the same for the purpose of performing their duties pursuant to this Agreement. SRYAS shall ensure that its employees, consultants, agents or representatives are aware of and comply with the provisions of this Clause; 
  3. SRYAS’s auditors and any other bodies having the right, duty or obligation to know the business of SRYAS and then only in pursuance of such right, duty or obligation. 

12.5 The foregoing obligations of this Clause shall survive any termination of this Agreement for a period of one year from the date of termination of this agreement. 

13. LIMITATION OF LIABILITY 

13.1 Notwithstanding anything in this agreement to the contrary in no event will SRYAS and/or any of its suppliers be liable to or through LICENSEE for: (a) any indirect, special, incidental or consequential damages (including, but not limited to, lost profits, lost saving, or interruption of business) suffered by LICENSEE for any reason; (b) any damages suffered by LICENSEE as a result of LICENSEE’s failure to live up to LICENSEE’S obligations hereunder, or (c) any claim against LICENSEE by any third party for damages of any kind; any or all of which arise from or in connection with the delivery, or use of, or performance of the Software Material, and even if SRYAS and/or any of its suppliers have been advised of the possibility of such loss; this limitation of liability was a material factor in the establishment of the License Fee paid by the LICENSEE to SRYAS. 

13.2  The LICENSEE acknowledges that they are exclusively responsible for: 

  1. supervision, management and control of the use of the Software Material pursuant to the terms of this Agreement and ensuring that their personnel are, at all times, educated and trained in the proper use and operation of the Software Materials; 
  2. processing their data and ensuring the security and accuracy of all inputs and outputs; 
  3. making regular back-up copies of their data to ensure recovery of their data in the event of malfunction of the Software; 
  1. the selection, use of and results obtained from any other programs, equipment, materials or services used in conjunction with the Software Materials. 

13.3Subject to what is stated in clauses 13.1 and 13.2 above, and notwithstanding anything contained in this agreement, the liability of SRYAS to the LICENSEE in connection with this agreement including its breach shall be restricted to and shall not exceed the License Fee that the LICENSEE actually paid to SRYAS under this agreement. 

13.4 The LICENSEE shall indemnify SRYAS and shall keep SRYAS fully and effectively indemnified against any loss, expense, or damage of any kind (direct, indirect, economic or consequential) arising from the breach of this Agreement by the LICENSEE, its employees, agents or sub-contractors, LICENSEEs, third parties or customers. 

14. TERMINATION 

14.1  Any Party hereto may terminate this Agreement forthwith on giving notice in writing, to a party committing breaching, if the breaching Party commits any material or continuing breach of any term of this Agreement and fails to remedy such breach within 15 days after the receipt of a request in writing from the aggrieved Party to do so (such request will contain a warning of the aggrieved Party’s intention to terminate), provided, however, SRYAS may terminate this Agreement immediately with written notice in the event that LICENSEE fails to pay any part of the License Fee or any other amounts payable under this agreement within 15 days of the due date for payment. 

14.2  Forthwith upon the termination of this Agreement for whatever reason: 

  1. the Parties shall be discharged from any further liability to perform under this Agreement, except as otherwise specified in this Agreement; 
  2. The LICENSEE shall pay SRYAS on demand for all goods and services provided to the LICENSEE by SRYAS prior to such termination; 
  3. The breaching Party shall indemnify the party not in default, any loss suffered on account of such breach. 

14.3  Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of any party nor shall it affect the enforceability of any provision hereof which is expressly intended to come into or continue in force on or after such termination. 

15. ASSIGNMENT 

15.1  The LICENSEE shall not be entitled to assign or otherwise transfer any part of this Agreement or assign, sublicense or otherwise transfer, resell, redistribute, charge or encumber the Software Materials or any copies 
thereof without the prior written consent of SRYAS. Such consent, if given, may be made subject to the payment of any additional fee and/or any other term or condition as specified by SRYAS. Any purported assignment, license or transfer by the LICENSEE without such consent shall be void. 

15.2 SRYAS may assign the benefit of this Agreement including the right to receive monies, or sub-contract the performance of any of its obligations to SRYAS’s subsidiary without the consent of the LICENSEE. 

16. WAIVER OF REMEDIES 

No waiver of any rights arising under this Agreement shall be effective unless in writing and signed by a duly authorized signatory of the Party against whom the waiver is to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement (except as expressly provided herein) shall operate as a waiver of any such right, power or remedy. Waiver of any one or more right arising under this agreement shall not be treated as waiver of all the rights arising to the parties under this Agreement. 

17. USE OF NAME AND TRADEMARKS; PRESS RELEASE COOPERATION. 

Unless otherwise requested by Licensee, SRYAS may reference Licensee name and use Licensee logo and trademarks as well as indicate that Licensee is a SRYAS customer in SRYAS’s business development and marketing efforts and materials (both printed and online), including without limitation its website. Further, promptly after execution of this Agreement, the parties shall work together in good faith to issue a press release announcing the relationship created hereunder. 

18. NOTICES 

Any notices or other communications required or permitted hereunder or otherwise in connection herewith shall be in writing and shall be delivered personally (including by courier), sent by facsimile transmission or sent by certified or registered mail, postage prepaid. Any notice shall be deemed given when so delivered personally, or if sent by facsimile transmission, when so transmitted provided that the sender’s facsimile machine produces printed confirmation of error free transmission to the correct number, or if mailed, upon receipt, as follows:  

SRYAS: 17708 Boniello Drive, Boca Raton, FL 33496, USA 

19. SEVERABILITY 

Should any provision of this Agreement be void or illegal for any reason, the validity of the remainder of the Agreement shall not be affected and the Parties shall promptly enter into negotiation in good faith to find a replacement for the provision which is of similar economic effect to both Parties. 

20. FORCE MAJEURE 

Notwithstanding any provision in the Agreement to the contrary, neither party shall be in default under any provision herein wherever, and for the period of time that performance of any contract obligation is prohibited, prevented or made commercially impossible by reason of any act or occurrence of Force Majeure or the effective order or injunction of any governmental agency or court. “Force Majeure” shall mean acts of God, war, insurrection, defaults or delays due to changes in governmental regulations, acts of governmental bodies or their employees or agents, inclement weather, strikes, lockouts, boycotts, picketing actions of any employees or any labor organizations, the inability to secure labor or any materials including gas, water, food, fuel or electricity specified or reasonably 
necessary in connection with building, delivering and installing the Software Material through ordinary business channels, fire, unusual delays in transportation, unavoidable casualties or other circumstances having a materially adverse effect upon the ability of either party to perform as provided herein that are reasonably out of the control 
of the party whose performance is deficient provided, however, that the Parties hereto shall resume performing such obligations as soon as such circumstances have ended. 

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21. FURTHER ASSURANCE 

Each Party agrees to execute such documents and waivers and generally do everything further that may be necessary to fulfill its obligations under this Agreement. 

22. REGULATIONS 

21.1 The Software Materials may be subject to regulations imposed by governmental authorities (the REGULATIONS) restricting the ultimate destination of such Software Materials. The LICENSEE agrees to indemnify SRYAS against any liability SRYAS may incur in consequence of LICENSEE’s infringement of the Regulations, where SRYAS has attempted to substantially comply in good faith with said Regulations. 

21.2 This Agreement shall be conditional on the LICENSEE complying with all regulations for the purchase, installation and use of the Software Material in the location specified in the Schedule and SRYAS shall be excused performance under this Agreement if the LICENSEE fails to comply with any statutory requirement in 
connection with this Agreement. 

23. MISCELLANEOUS 

SRYAS shall be permitted to reference this Agreement in one or more press releases; otherwise, no public statements concerning the existence or terms of this Agreement will be made or released to any medium except with the prior approval of both Parties or as required by law. SRYAS and the LICENSEE are independent contracts under this Agreement and nothing herein will be construed to create a partnership, joint venture or agency 
relationship between them. This Agreement shall be construed as if drafted by both Parties and shall not be strictly construed against either Party. 

24. LAW AND DISPUTES 

Any dispute, claims or disagreement arising out of or relating to this Agreement or to the breach thereof including its interpretation, performance or termination, arising between the parties to the Agreement or any person acting on behalf of the parties or claiming under this Agreement shall be referred to arbitration. A sole arbitrator, appointed 
by SRYAS, shall conduct the arbitration. The laws of the State of Florida shall govern the arbitration. The decision of the arbitrator shall be final and binding upon the Parties. This Agreement and the terms and conditions thereon shall be governed by the laws of the State of Florida. 

25. ENTIRE AGREEMENT 

24.1  This Agreement supersedes all prior agreements, arrangements, proposals and undertakings between the Parties in relation to the subject matter hereof (whether written or oral) and constitutes the entire Agreement between the Parties relating to the subject matter hereof. The LICENSEE further warrants that they have not relied on any oral representation made by SRYAS or any agent, employee or other representative or upon any description, illustration or specification contained in any advertisements, catalogues or publicity materials produced by or on behalf of SRYAS or in any correspondence between SRYAS and LICENSEE before the date of this Agreement. 

24.2  No addition to or modification of any provision of this Agreement shall be binding upon the Parties unless made by a written instrument signed by a duly authorized signatory of each of the Parties. Any other terms, conditions or provisions whether proposed by LICENSEE orally or in writing shall be of no effect and the supply of the Software Materials or any other goods or services by SRYAS to the LICENSEE shall not constitute acceptance by SRYAS of such other terms, conditions or provisions. 

LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS LICENSE AGREMEENT AND AGREES TO BE BOUND BY ALL OF THE TERMS.