1. Application of agreement
1.1This agreement applies to you and, where you are trialing the Software as agent for or on behalf of any entity (such as your employer), to that entity (and, in that case, any reference in this agreement to “you” will be read as a reference to both you and that entity).
1.2For the purposes of this agreement, any reference to the Software includes the "MAX400 " software program, ancillary programs, related manuals and other documentation and any upgrades.
2.1Upon agreeing to the terms and conditions contained in this agreement, you may trial the Software and MAX400 Co Ltd (Daecheong Tower 823-Ho, GaePo-dong GangNam-gu, Seoul, 135-939, South Korea) grants you a limited, nonexclusive and nontransferable license to install and use the Software on one computer server (as identified by the server serial number provided by you) for a trial period of 14 days (or less) from the date on which the Software is first used.
2.2The trial period referred to in clause 2.1 may be extended (at MAX400 Co Ltd 's discretion) by your application for a temporary license key to be provided by MAX400 Co Ltd prior to the expiry of the original trial period.
2.3Upon receipt of payment of the applicable license fee, MAX400 Co Ltd will provide you with a permanent or rental/lease period license key, the limitation in clause 2.1 will no longer apply, and the license granted in clause 2.1 will continue until terminated in accordance with this agreement.
2.4You will be entitled to all upgrades and maintenance of the Software
provided by MAX400 Co Ltd for the period of your lease/purchase immediately following the date upon which payment of that fee is received by MAX400 Co Ltd .
3. Your obligations
3.1You agree to:
• not copy, reproduce, translate, adapt, reverse engineer, decompile, disassemble, vary, modify or create a derivative work from the Software or any associated documentation without the express consent of MAX400 Co Ltd , except as authorized by this agreement;
• Not transfer or sublicense
the Software to any other person or provide or make the Software available for use in any way on any additional computer server; and
• supervise and control the use of the Software to ensure that all use of it accords with this agreement and that each person who has access to the Software is aware of and complies with the terms of this agreement.
4.1You acknowledge that MAX400 Co Ltd is and at all times remains the owner of all rights, including the copyright, in the Software and all associated documentation. You will not do or permit the doing of any act, during or after the term of this agreement, which infringes those rights.
4.2You indemnify MAX400 Co Ltd against any liability, cost or expense which MAX400 Co Ltd may incur as a result of your breach of the copyright provisions in this agreement.
4.3You may not copy the Software except to make one copy solely for backup purposes.
4.4You acknowledge that “MAX400 Co Ltd” and “MAX400” are trademarks of MAX400 Co Ltd and you will not do anything which adversely affects those marks.
4.5You indemnify MAX400 Co Ltd and hold MAX400 Co Ltd harmless against all losses, liabilities and costs in respect of claims that your use of the Software or any part of it infringes any intellectual property, contractual or other rights of any third parties.
5.1Subject to clause 5.3, MAX400 Co Ltd disclaims all warranties, including those relating to merchantability, fitness for a particular purpose, freedom from viruses or defects, non infringement of third party rights or compatibility and interoperability whether express or implied by custom or statute.
5.2You acknowledge that the Software cannot be guaranteed to be error free and the existence of any errors in the Software will not constitute a breach of this agreement. You accept all risk associated with the use of the Software and acknowledge that MAX400 Co Ltd will not be liable for any damages whatsoever (including any consequential loss of any kind) arising from the use of the Software.
5.3To the extent that any law implies terms into this agreement which cannot be lawfully excluded, MAX400 Co Ltd’s liability for breach of such terms will be limited, at MAX400 Co Ltd ’s option, to any one or more of the following:
• Replacement of the Software or supply of equivalent software (or payment of the cost of doing so); or
• correcting any defects in the Software (or payment of the cost of doing so).
5.4Without limiting the generality of clauses 5.2 and 5.3, MAX400 Co Ltd will not be liable for any damages whatsoever (including any consequential loss of any kind), if the Software is not able to be used by you for any period in excess of 30 days as a direct result of the act or omission of MAX400 Co Ltd . During any such period, MAX400 Co Ltd ’s only obligation will be to refund to you a prorata proportion of the annual maintenance fee or rental fee calculated having regard to the length of that period as a proportion of the term for which the fee is paid.
6. Term of the License
6.1The license granted by this agreement will terminate if you:
• breach any term of this agreement;
• being a firm or partnership, are dissolved or, being a company, are deregistered or become the subject of insolvency proceedings or, being an individual, die or become bankrupt; or
• destroy the Software.
6.3Upon termination of this agreement, you will destroy any remaining copies of the Software and any associated documentation or otherwise return or dispose of such material in the manner specified by MAX400 Co Ltd .
6.4Termination of this agreement will not affect any rights or remedies which MAX400 Co Ltd may have against you under this agreement or at law.
7.1This agreement is personal to you and you may not assign, sublicense or transfer your rights in the Software to anyone.
7.2If any provision of this agreement is invalid or unenforceable under applicable law, it (or, if possible, the offending part) will be severed from this agreement and the remainder of this agreement will continue in full force and effect.
7.3MAX400 Co Ltd ’s failure to enforce at any time any provision of this agreement will not constitute a waiver of MAX400 Co Ltd ’s rights under this agreement.
7.4This agreement will be governed by and construed according to the laws of South Korea and you submit to the jurisdiction of the courts of South Korea in respect of any dispute arising under or in relation to this agreement. This agreement will not be governed by the terms of the United Nations Convention on Contracts for the International Sale of Goods.
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