End User Licence Agreement

            This End User licence agreement (“Licence Agreement” or “agreement”) constitutes a legal agreement between the End User and or their nominated representative (“you”) and TRADEBREAKUP (“TRADEBREAKUP”). This agreement is for the use of the TRADEBREAKUP Software which includes any software, media, and accompanying on-line or printed documentation and direct or indirect write access to the TRADEBREAKUP table structures collectively are TRADEBREAKUP Intellectual Property (“Software”). By clicking on the accept button during the install procedure, installing, copying or otherwise using the TRADEBREAKUP Software or signing a copy of this agreement, you agree to accept and be bound by the terms of this Licence Agreement. If you do not agree to the terms of this Licence Agreement, do not install or use the Software and return all unused copies in your possession to TRADEBREAKUP.

1] Grant of Licence: Copyright laws and international copyright treaties, as well as other intellectual property rights and treaties protect the Software. Upon your acceptance of this Licence Agreement, TRADEBREAKUP grants you a non-exclusive, non-transferable licence to use the Software. Use of the Software is also subject to payment of the Annual Licence Fee in accordance with clause 6 below. Right, title, ownership and interest including the intellectual property rights in and to the Software (including any modifications done for you) shall remain in TRADEBREAKUP. You may: (a) Install and use the Software on the number and types of computers as per the Licence Type; and (a) copy the Software for back-up and archival purposes on condition that any copy contains all of the original Software’s proprietary notices While you remain validly licensed you shall receive any updates (which may contain enhancements to the functionality and improve the performance of the Software) as issued by TRADEBREAKUP from time to time.

2] Licence Restrictions: You may not: (a) permit other individuals to use the Software except under the terms of this Licence Agreement; (b) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based on the Software; (c) copy the Software (except for back-up or archival purposes); (d) resell, rent, lease, transfer, or otherwise transfer rights to the Software; or (e) remove any proprietary notices or labels on or in the Software.

3] Licence Types The Software is licensed through a number of different licence types, to which the additional rights and restrictions set out below apply: (a) Database Licence: If you have purchased a Licence of the Software you may install the TRADEBREAKUP Database on the hard disk of one computer (“Server”). Additional copies of the Software and the TRADEBREAKUP Databases may only be made for archival and backup purposes, of the licensed user only. (b) Client Access Licence: A connection to the database requires the purchase of a Client Access Licence. The maximum number of computers or workstations that may directly or indirectly access or otherwise utilise the Database at any given point in time may not exceed the number of Client Access Licences that you have purchased. Use of software or hardware that reduces the number of users directly accessing or utilising the Server-installed Software (sometimes called “multiplexing” or “pooling” software or hardware) does not reduce the number of Client Access Licences required. On payment of the Annual Licence Fee as detailed in clause 6, a licence code will be issued for a Client Access Licence. This Client Access Licence allows you to install the Software on the hard disk of a single computer for access to the Database installed on the Server. The maximum number of computers or workstations that may directly or indirectly access or otherwise utilise Server-installed Database or the Software at any given point in time may not exceed the total number of Client Access Licences that you have purchased. (c) Evaluation Client Access Licence: If you have obtained permission from TRADEBREAKUP to evaluate the Software, you may install the Software on a temporary basis for evaluation purposes only. The evaluation period is limited to 30 invoice. Upon completion of the Evaluation Period your licence to use the Software expires. During the Evaluation Period, the Software is provided on an “as is” basis and you assume the entire risk as to the quality and performance of the software.

4] Third Party Software Products This licence does not grant you any rights in relation to any third party software products required in conjunction with the Software, for example third party database products. You are responsible for obtaining the necessary licences for such third party software products as you may require. You acknowledge that the licensing scheme for third party software products may not correspond with the licensing scheme for the Software. This licence does not include licences to any 3rd Party database server software that is required to correctly operate the Software.

5] Work Performed by Third Parties You may as part of your installation of the Software separately engage the services of a TRADEBREAKUP Enterprise Solutions Partner or TRADEBREAKUP Enterprise Solutions Platinum Partner. These services are supplied independently of TRADEBREAKUP and TRADEBREAKUP accepts no responsibility or liability whatsoever in respect of the services provided.

6] Annual Licence Fees The Annual Licence Fee allows you to continue to use the TRADEBREAKUP Software and documentation. You agree to pay the Annual Licence Fee from the Start Date. The registration code(s) expire 12 months after the Start Date and payment will need to be received prior to the annual anniversary to continue using the software and documentation. The Annual Licence Fee is as per the current TRADEBREAKUP price List. TRADEBREAKUP will provide you with a licence code representing the Client Access Licence to allow full use of the Software once TRADEBREAKUP receives payment of the Annual Licence Fee. All licence changes that effect calculation of the Annual Licence Fee must be notified to TRADEBREAKUP at least 60 days prior to the anniversary of the Start Date.

7] Breach of Licence TRADEBREAKUP may unilaterally terminate this Licence Agreement if you fail to comply with the terms of this Licence Agreement. No prior notice shall be required from TRADEBREAKUP to effect a termination. Upon termination, you must destroy all copies of the software and documentation. The Software contains software locking or disabling features, which may activate upon attempted use of the software in breach of this Licence Agreement. You agree that incorporation of these features into the Software is commercially reasonable and you accept all risk associated with these features. You should backup your data on media not associated with the Software to reduce the risk of any loss of data that might result from the activation of such features.

8] Limited Warranty TRADEBREAKUP warrants that the Software, as updated and when properly used, will perform substantially in accordance with its documentation. If during the trail period you discover that the Software does not perform substantially in accordance with its documentation do not purchase it. TRADEBREAKUP does not refund money after the software has been purchased. It is up to yourself to substantiate that the software is suitable for you.

9] Limitation of liability (a) TRADEBREAKUP makes no representation that the Software is fit for your intended business purpose, and by accepting the terms of this Agreement, you acknowledge and accept that you have exercised your own judgment in selecting the Software as being fit for your business purpose. (b) TRADEBREAKUP shall not be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use the Software, even if TRADEBREAKUP has been advised of the possibility of such damages. (d) TRADEBREAKUP’s maximum aggregate liability to you: (i) for failure to comply with a consumer guarantee (where applicable) in respect of the supply of the Software which is not of a kind ordinarily acquired for personal, domestic or household use or consumption; and (ii) for loss or damage suffered by you as a result of any breach of this Licence Agreement or other default by TRADEBREAKUP is limited, at TRADEBREAKUP’s option in its sole discretion to: (iii) the replacement of the Software (or the particular component of the Software, which caused the failure) or the supply of equivalent software (or particular component of the Software); or (iv) the payment of the price paid to TRADEBREAKUP by your Business Partner for the Software licences (or the particular component of the Software, which caused the failure).

10] Protection of your data You acknowledge that the data stored on 3rd party products (such as database servers and hardware) is your responsibility to maintain, archive, backup, report from and similar, and to undertake whatever is necessary to ensure the protection of and access to the information, beyond the use of the Software.

11] Definitions Any terms used in this Licence Agreement, unless defined otherwise, have the following meaning: Annual Licence Fee means the annual fee payable by you in order to continue to use the Software and Documentation after the Renewal Date. Documentation means the technical documentation supplied with the Software at the time of supply. End User, you or your means the legal entities specified in the schedule of this document and or your nominated representative(s). Licence Type means the type of licence grant as determined in accordance with Clause 3. Software any software, media, and accompanying on-line or printed documentation and direct or indirect access to the TRADEBREAKUP table structures which collectively are TRADEBREAKUP Intellectual Property. Start Date is the date nominated in the execution schedule for commencement of Annual Licence Fees. Any amendment, modification or variation to this Licence Agreement must be in writing and signed by both you and an authorized representative of TRADEBREAKUP. If any provision of this Licence Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. TRADEBREAKUP may assign its rights and obligations under this agreement at anytime without notice to you. You may not assign or transfer any rights or obligations under this Licence Agreement without prior written consent from TRADEBREAKUP.