1. Definitions:

• "Software" means all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) SDS or third party computer information or software; (ii) digital images, stock photographs, clip art, sounds or other artistic works ("Stock Files"); (iii) related explanatory written materials or files ("Documentation"); and (iv) fonts; and Upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by SDS (collectively, "Updates").


• "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by SDS. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "SDS" means Software Development Services, Ground Floor, Imperial Court (New), Dr. Ziauddin Ahmed Road, Karachi-75530, Pakistan


• "DLN" or "License" means a software generated file containing your registration information that authorises and allows you to operate the software on the Computer Hardware for which registration information is given

8. LIMITATION OF LIABILITY:

• IN NO EVENT WILL SDS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN SDS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. SDS'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.


• Nothing contained in this Agreement OR Software of SDS supplied to you constitues ANY LIABILITY WHATSOEVER as you agree to use this software AT YOUR OWN RISK AND COST

2. Software License:

• As long as you comply with the terms of this End User License Agreement (the "Agreement"), SDS grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation. Some third party materials included in the Software may be subject to other terms and conditions, which are typically found in a "Read Me" file located near such materials.


• You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers


• You may install one copy of the Software on your computer file server for the purpose of downloading and installing the Software onto other computers within your internal network up to the Permitted Number or you may install one copy of the Software on a computer file server within your internal network for the sole and exclusive purpose of using the Software through commands, data or instructions (e.g. scripts) from an unlimited number of computers on your internal network. No other network use is permitted, including but not limited to, using the Software either directly or through commands, data or instructions from or to a computer not part of your internal network, for internet or web hosting services or by any user not licensed to use this copy of the Software through a valid license from SDS


• You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.


• You may display, modify, reproduce and distribute any of the Database Files included with the Software. However, you may not distribute the Database Files on a stand-alone basis, i.e., in circumstances in which the Database Files constitute the primary value of the product being distributed. Database Files may not be used in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic material or any material that infringes upon any third party intellectual property rights or in any otherwise illegal manner. You may not claim any trademark rights in the Database Files or derivative works thereof.


• The Software includes distributable runtime modules for running of SDS software modules and you may Use these software as described above on the Permitted Number of computers and output such software on any output devices connected to such computers.

9. Export Rules:

• You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the Government of Pakistan or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

3. Intellectual Property Rights:

• The Software and any copies that you are authorized by SDS to make are the intellectual property of and are owned by Mr. Naseem G.H. Chagani sole owner of SDS. The structure, organization and code of the Software are the valuable trade secrets and confidential information of SDS. The Software is protected by Digital License Number file and also by copyright, including without limitation by International Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 ("Software License"). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.


• You agree not to modify, adapt or translate the Software.You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested SDS to provide the information necessary to achieve such operability and SDS has not made such information available. SDS has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by SDS or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software.


• Requests for information should be sent in writing to SDS. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant you any intellectual property rights in the Software.

10. Governing Law:

• This Agreement will be governed by and construed in accordance with the substantive laws in force in the Sindh Province, Pakistan or


• Mutual consultations and meeting with EXPLICIT UNDERSTANDING THAT THE DECISION OF the President of SDS WILL BE FINAL AND BINDING ON ALL CONCERNED


• This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

4. Transfer:

• You may not, rent, lease, sublicense or authorize all or any portion of the Software to be copied onto another users computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that:
  
  
  • you also transfer this Areement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions to such person or entity;
  
  
  • you retain no copies, including backups and copies stored on a computer; and
  
  
  • the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
  
  

11. General Provisions:

• If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of SDS Updates may be licensed to you by SDS with additional or different terms. This is the entire agreement between SDS and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

5. Multiple Environment Software / Multiple Language Software / Dual Media Software / Multiple Copies/ Bundles / Updates:

• If the Software supports multiple platforms or languages, if you receive the Software on multiple media, if you otherwise receive multiple copies of the Software, or if you received the Software bundled with other software, the total number of your computers on which all versions of the Software are installed may not exceed the Permitted Number. You may not, rent, lease, sublicense, lend or transfer any versions or copies of such Software you do not Use. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use the Update. You may continue to Use the previous version of the Software on your computer after you receive the Update to assist you in the transition to the Update, provided that: the Update and the previous version are installed on the same computer; the previous version or copies thereof are not transferred to another party or computer unless all copies of the Update are also transferred to such party or computer; and you acknowledge that any obligation SDS may have to support the previous version of the Software may be ended upon availability of the Update.

12. Notices to U.S. Government End Users:

• The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users
  
  
  • only as Commercial Items and
  
  
  • with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
  
  

6. No warranty:

• The Software is being delivered to you "AS IS" and SDS makes no warranty as to its use or performance. SDS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SDS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

13. Compliance with Licenses:

• If you are a business or organisation, you agree that upon request from SDS or SDS's authorised representative, you will within thirty (30) days fully document and certify that use of any and all SDS Software at the time of the request is in conformity with your valid licenses from SDS.

7. Pre-release Product Additional Terms:

• If the product you have received with this license is pre-commercial release or beta Software ("Pre-release Software"), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supercede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from SDS, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre-release Software is provided to you "AS-IS", and SDS disclaims any warranty or liability obligations to you of any kind. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, SDS'S LIABILITY SHALL BE NONE. You acknowledge that SDS has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that SDS has no express or implied obligation to you to announce or introduce the Pre-release Software and that SDS may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by SDS, you will provide feedback to SDS regarding testing and use of the Pre-release Software, including error or bug reports.


• If you have been provided the Pre-release Software pursuant to a separate UNDERSTANDING, for Unreleased Products, your use of the Software is also governed by such agreement. You agree that you may not and certify that you will not sublicense, lease, loan, rent, or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by SDS of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from SDS and to abide by the terms of the End User License Agreement for any such later versions of the Pre-release Software. Notwithstanding anything in this Section to the contrary, if you are located outside Pakistan, you agree that you will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for SDS's first commercial shipment of the publicly released (commercial) Software

If you have any questions regarding this Agreement or if you wish to request any information from SDS please use the address and contact information included with this product to contact the SDS office serving your jurisdiction.