End User License Agreement of CWorks Technologies Sdn. Bhd. - Care CMMS

This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and CWorks Technologies Sdn. Bhd. ("CWORKS TECHNOLOGIES"). Care CMMS ("SOFTWARE PRODUCT") includes computer software, and may include associated media, printed materials, and "online" or electronic documentation. The SOFTWARE PRODUCT also includes any fixes, releases, upgrades, new versions or enhancements that may subsequently be issued to you. By purchasing, installing, copying, downloading, accessing or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.


SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by Malaysia copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. CWORKS TECHNOLOGIES retains copyright to the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold. The term "COMPUTER" as used herein shall mean the HARDWARE, if the HARDWARE is a single computer system, or shall mean the computer system with which the HARDWARE operates, if the HARDWARE is a computer system component.


GRANT OF LICENSE.

This EULA grants you the following rights:

1. Software Installation and Use

CWORKS TECHNOLOGIES hereby grants you a per-concurrent user connection, non-exclusive, non-transferable license to use the SOFTWARE PRODUCT in accordance with the terms and conditions of the EULA. Any rights not expressly granted are reserved. You may install and use the SOFTWARE PRODUCT for a concurrent user on the server, computer system or network.

2. Co-branding Prohibited

The SOFTWARE PRODUCT may not be co-branded or otherwise extended to any other product. You are prohibited from allowing access to features of the SOFTWARE PRODUCT such that the SOFTWARE PRODUCT appears to reside on servers or be part of a system in any way other than the computer or hardware for which the license to use the SOFTWARE PRODUCT has been granted. Such usage is expressly prohibited under this EULA. If you are interested in such usage of this program, you must contact CWORKS TECHNOLOGIES to make arrangements for obtaining a license for this type of usage.

3. Back-up Copy

You may make a single back-up copy of the SOFTWARE PRODUCT. You may use the back-up copy solely for archival purposes. You may not otherwise make copies of the SOFTWARE PRODUCT, including the printed materials accompanying the SOFTWARE.


DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

1. Separation of Components

The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer or hardware.

2. Rental

You may not rent, lease or lend the SOFTWARE PRODUCT.

3. Software Product Transfer

You may not assign all or any part of your rights or obligations under this EULA without the prior written consent of CWORKS TECHNOLOGIES, and any attempt to the contrary will be void and a material breach of this EULA. CWORKS TECHNOLOGIES may withhold such consent in its sole discretion. CWORKS TECHNOLOGIES may not impose transfer fees as a condition of any permitted transfer. A transfer of this EULA will terminate any right to your continued possession or use of the SOFTWARE PRODUCT and you must promptly destroy all remaining copies of the SOFTWARE PRODUCT in your possession or under your control. No transfer shall be allowed unless the recipient agrees to the terms of this EULA.

4. Termination

This EULA shall continue in full force and effect in perpetuity unless terminated earlier in accordance with this or another section of this EULA. This EULA will terminate automatically if you breach any provision of it. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts and cease all further use of it. You further agree that CWORKS TECHNOLOGIES has the right to use any and all means necessary to enforce its rights if you are in material breach of this agreement, including but not limited to the right to repossess the software electronically by disabling it remotely over the Internet. Termination will have no effect on your obligation to safeguard and protect proprietary rights of CWORKS TECHNOLOGIES, disclaimers and warranties, export restrictions, or the Refund Policy.

5. Trademarks

This EULA does not grant you any rights in connection with any trademarks or service marks of this product or of CWORKS TECHNOLOGIES.

6. Copyright Notice

Under all circumstances, you are prohibited from removing the copyright notice from the software such that it is no longer visible on the software. Removal of the copyright notice by User such that it is no longer visible on the software shall constitute a material breach of this EULA.


UPGRADES

If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you were granted a license for as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.


COPYRIGHT

1. Ownership

Except as noted below, all title and intellectual property rights in and to the SOFTWARE PRODUCT (including but not limited to any source code, images, photographs, animations, video, audio, music, text and "applets," incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned by CWORKS TECHNOLOGIES. You may not copy the printed materials accompanying the SOFTWARE PRODUCT. Any customization, modification, or revision of the source code of the SOFTWARE PRODUCT by you immediately becomes the intellectual property of CWORKS TECHNOLOGIES. The creation of derivative works based on or through the use of the source code of the SOFTWARE PRODUCT is prohibited unless through written consent from CWORKS TECHNOLOGIES. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner. This EULA grants you no rights to use such content. All rights not expressly granted under this EULA are reserved by CWORKS TECHNOLOGIES.

2. Your Responsibilities

You agree to use due diligence to safeguard and protect the SOFTWARE PRODUCT. You will at all times use due diligence to safeguard and protect all such confidential and proprietary information pertaining to the SOFTWARE PRODUCT. You will ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the SOFTWARE PRODUCT remain intact and clearly legible. You shall not do or attempt to do anything in the opinion of CWORKS TECHNOLOGIES that would have adverse effects to any CWORKS TECHNOLOGIES' intellectual property rights including but not limited to Trademarks, COPYRIGHTS and goodwill developed and owned by CWORKS TECHNOLOGIES. You shall inform CWORKS TECHNOLOGIES of any infringement of CWORKS TECHNOLOGIES' intellectual property rights by any third party (whether actual or potential) upon your discovery of the same and shall provide all necessary assistance, co-operation and supports to CWORKS TECHNOLOGIES in the event that CWORKS TECHNOLOGIES decides to commence any action or proceeding in relation to infringement of CWORKS TECHNOLOGIES' intellectual property rights.


DUAL-MEDIA SOFTWARE PRODUCT

You may receive the SOFTWARE PRODUCT in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for the COMPUTER. You may not use or install the other medium on another computer. You may not loan, rent, lease, lend or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the SOFTWARE PRODUCT.


PRODUCT SUPPORT

Product support for the SOFTWARE PRODUCT is provided by CWORKS TECHNOLOGIES. For product support, please refer to the documentation included with the SOFTWARE PRODUCT, such as the "Readme" file. Should you have any questions concerning product support, or if you desire to contact CWORKS TECHNOLOGIES for any other reason, please refer to the contact information provided in the other documentation included with the SOFTWARE PRODUCT.


PRICE & PAYMENT

1. Price

You agree to pay CWORKS TECHNOLOGIES the applicable license fee determined by reference to CWORKS TECHNOLOGIES published prices at the time the SOFTWARE PRODUCT was ordered. Payment of the license fee entitles you to use the licensed program in accordance with this EULA during the stated term. If the license fee is based on usage, then you will maintain any necessary usage records for calculating fees according to the documentation.

2. Payment

Unless otherwise stated on CWORKS TECHNOLOGIES invoice, the applicable fees and shipping charges are payable by you promptly upon delivery. You will pay all sales, use, value-added, GST, personal property or other governmental tax or levy associated with this transaction (including interest and penalties imposed thereon) other than taxes based on the net income or profits of CWORKS TECHNOLOGIES. You also agree to pay any applicable fees for installation, customization, or other product support. If you fail to pay any amount when due, your license to use the SOFTWARE PRODUCT will automatically terminate and you will pay all costs of enforcement, including reasonable legal fees. CWORKS TECHNOLOGIES shall be entitled to impose an interest rate of 10% per annum on the outstanding amount calculated on a daily basis from the due date until the date of the full settlement of the outstanding amount with interest accrued.


INDEMNITY

You shall keep CWORKS TECHNOLOGIES fully indemnified and safe from all loss, actions, claims, costs, expenses, charges and fees suffered or incurred by CWORKS TECHNOLOGIES in connection with any non-compliance, failures, omission, acts of negligent by yourself in relation to the Intellectual Property Rights and other obligations and matters under this agreement.


DISCLAIMER OF WARRANTY

The SOFTWARE PRODUCT and the accompanying files are licensed to you "AS IS" and without warranty of any kind either express, implied or statutory, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Should the SOFTWARE PRODUCT prove defective, you and not CWORKS TECHNOLOGIES assume the entire risk of using the program and the entire cost of any service and repair. Failure to install the program is not a valid reason for requesting a refund of the purchase price. This disclaimer of warranty constitutes an essential part of this agreement.


NO LIABILITY FOR CONSEQUENTIAL DAMAGES

To the maximum extent permitted by applicable law, in no event shall CWORKS TECHNOLOGIES be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if CWORKS TECHNOLOGIES has been advised of the possibility of such damages. In any case, CWORKS TECHNOLOGIES entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the SOFTWARE.


REFUND POLICY

The SOFTWARE PRODUCT and the accompanying files are licensed to you "AS IS" and without warranties as to performance or merchantability or any other warranties whether expressed or implied. By purchasing or using the software product, you acknowledge and agree that there shall be absolutely no refunds for any reason whatsoever, including failure to install the program, a change in market conditions, a change in business, a claim that the product does not suit your needs or is not what you expected, the unavailability of CWORKS TECHNOLOGIES for customizations to the SOFTWARE PRODUCT, or for any other reason.

By purchasing or using the SOFTWARE PRODUCT, you acknowledge that you have exercised due diligence in ascertaining that the SOFTWARE PRODUCT will run on your computer and that it will meet your needs.


SPECIAL PROVISIONS

This End User License Agreement and Warranty are governed by the laws of Malaysia. This document constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral. Any provision found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.