SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.

BY CLICKING ON THE "ACCEPT" BUTTON, OPENING THE PACKAGE, DOWNLOADING THE PRODUCT, OR USING THE EQUIPMENT THAT CONTAINS THIS PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON, DOWNLOAD THE PRODUCT, OPEN THE PACKAGE OR USE THE EQUIPMENT THAT CONTAINS THE SOFTWARE.

This End User License Agreement ("EULA") is hereby entered into and agreed upon by You and the business entity you represent (collectively, “You” or "Licensee") and Stream Financial Ltd. (“Stream”) and its Affiliates for the Software.

Open source Software and/or Components Portions of the Software provided to Licensee contain open source software or publicly available content under separate license and copyright requirements which can be found at

https://www.stream-financial.com/company/legal/opensource

Nothing in this Agreement limits an end user’s rights under, or grants the Licensee rights that supersede, the terms of any applicable Open Source Program end user license agreement.

Application Programming Interface (APIs) The APIs are provided for Licensee's use solely for the purpose of creating programs or scripts that communicate with Stream Software. Licensee’s use of such programs or scripts is "AS-IS" without support or warranty of any kind, expressed or implied.

GRANT OF LICENSE. Upon payment of all applicable fees, Stream hereby grants to Licensee a non-exclusive, non-transferable license to use the Software and any related documentation, subject to the following terms:

Licensee may:

1. use the Software in object code form on computer hardware owned or leased by Licensee, and

2. make one copy of the Software for back-up and archival purposes, provided that any copy must contain all of the original Software's proprietary notices.

The Software is "in use" on a computer when it is loaded into temporary memory or installed in permanent memory (Hard Drive, CD-ROM or other storage device), Licensee is responsible for ensuring that the software is only used on computer hardware supplied by Stream or a Stream affiliate or licensee provided hardware which complies with the systems requirements provided for the Software.

Licensee agrees to use Licensee's best efforts to prevent and protect the contents of the Software and Documentation from unauthorized use or disclosure.

Licensee is responsible for ensuring that all individuals who access the Software licensed under this Agreement are familiar with the terms of this Agreement and will only use the software in compliance with these terms.

EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE

Licensee agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Stream. Licensee agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Stream. Licensee agrees to implement reasonable security measures to protect such trade secrets and copyrighted material.

Title to Software and documentation shall remain solely with Stream. This Agreement does not grant Licensee any rights, title, or interest in or to any trademarks, service marks, or trade secrets of Stream or its affiliates. The Software and Documentation are protected by the copyright and intellectual property laws of the United Kingdom and international copyright and intellectual property laws and treaties. All rights not expressly granted under this Agreement are reserved by Stream and its affiliates.

Licensee agrees that it will only use the Software and Documentation in a manner that complies with all applicable laws, in the jurisdictions in which Licensee will use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

In addition, Licensee acknowledges that the Software may contain technology that is not fully fault tolerant and agrees that it will not use the Software in any environment or application in which failure of the Software could lead to death, personal injury or severe physical, property or environmental damage.

Any violation of this Agreement shall be grounds for immediate termination of Licensee's license to the Software.

LIMITED WARRANTY Stream warrants that for a period of ninety (90) days from the date of shipment from Stream or its Affiliates the Software substantially conforms to its published specifications.

Stream further warrants that the Software has been tested in accordance with standard industry practice and found free from computer virus and other malicious third party software infections.

Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to the original Licensee. Licensee's exclusive remedy and the entire liability of Stream and its affiliates under this limited warranty will be, at Stream’s option, prompt repair or replacement of the software or, upon its return to the party supplying the software, a refund upon request.

In no event does Stream warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions.

Stream agrees to provide to Licensee during this limited warranty period and subject to the terms of this Agreement email and online support for the Software subject to Licensee providing adequate information to Stream to assist in any investigations and to confirm that any problems have been resolved. Stream does not provide guaranteed response time but will make good faith effort to answer emails and online support tickets within two working days.

Stream’s obligation to provide Support is contingent upon proper use of the Software and full compliance with this Agreement. Moreover, Stream shall be entitled to make additional charges for support should such services be required due to failure to operate the Software within the systems requirements provided for the Software or use of the Software in combination with other products not provided or expressly approved by Stream.

This warranty does not apply if the software

1. has been altered, except by Stream,

2. has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Stream,

3. has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or

4. is used in hazardous activities.

The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any other software for which Stream does not receive a license fee. All such software products are provided “AS IS” without any warranty whatsoever.

DISCLAIMER EXCEPT AS EXPRESSLY STATED IN THIS SECTION, STREAM IS PROVIDING AND LICENSING THE SOFTWARE TO LICENSEE “AS IS” ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

IN NO EVENT WILL STREAM OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF STREAM OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall Stream's or its Affiliates' total liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.

 

INDEMNITIES

Licensor’s Indemnity Stream shall defend Licensee against any third party claim that Licensee’s use of the Software in accordance with the terms of this Agreement infringes any copyright, trademark or patent, and Stream will indemnify Licensee against damages awarded on any such claim, provided that Stream is promptly notified of any and all threats, claims and proceedings against Licensee related thereto and given reasonable assistance (at Stream’s expense) with, and sole control over, the defence and all negotiations for a settlement or compromise. Stream will not be responsible for any settlement it does not approve in writing. This Section sets forth Licensee’s sole and exclusive remedy and Stream’s sole obligation with respect to claims of infringement.

In the event that Licensee’s use of the Software is determined to infringe any third party’s intellectual property rights, Stream will, at its option, and at no cost to Licensee, either (a) procure for Licensee a license enabling Licensee to continue to use the Software, (b) replace the Software with substantially equivalent software, or (c) refund the fee paid by Licensee hereunder. The obligations of Stream under this Section do not apply with respect to Software that has been modified or altered by Licensee or any third party, has not been updated with essential maintenance releases advised by Stream or is not used in accordance with the terms of this Agreement and the documentation.

Licensee’s Indemnity. Licensee is responsible for the consequences of its use of the Software. Licensee agrees to defend, indemnify and hold harmless Stream, and any of its directors, officers, employees, affiliates, suppliers or agents, from and against any and all claims, losses, damages, liabilities and other expenses (including legal fees) based on any claim brought by a third party, arising from Licensee's use, modification or distribution of the Software except to the extent Stream is required to indemnify Licensee, provided that Licensee is promptly notified of any and all threats, claims and proceedings against Stream related thereto and given reasonable assistance (at Licensee’s expense) with, and sole control over, the defence and all negotiations for a settlement or compromise. Licensee will not be responsible for any settlement it does not approve in writing.

MAINTENANCE AND SUPPORT Upon the payment of all appropriate fees and subject to the terms of this Agreement, Stream will make support and maintenance services available to Licensee for a minimum period of five years from the expiration of the warranty period as follows:

SUPPORT Stream will provide email and online support to Licensee subject to Licensee providing adequate information to Stream to assist in any investigations and to confirm that any problems have been resolved. Stream does not provide guaranteed response time but will make good faith effort to answer emails and online support tickets within two working days.

MAINTENANCE Stream will provide and supply, at no additional charge, any improvements, upgrades, or modifications to the Software that Stream makes generally available. Any such improvements, upgrades, or modifications shall become part of the Software for all purposes of this Agreement.

Licensee acknowledges and agrees that the Maintenance to be provided by Stream hereunder is limited to the most current version of the Software.

Stream’s obligation to provide Support is contingent upon proper use of the Software and full compliance with this Agreement. Stream shall be entitled to make additional charges for support should such services be required due to failure to operate the Software within the systems requirements provided for the Software or use of the Software in combination with other products not provided or expressly approved by Stream.

TERMINATION This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Stream if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of Software.

MISCELLANEOUS If any provision of this Agreement is held to be unenforceable such provision shall be modified to the minimum extent necessary by law; any such modification shall not affect the enforceability of the remaining provisions.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof including without limitation any purchase order issued in connection with this Agreement unless otherwise expressly agreed by Stream in such purchase order or other written document.

This Agreement may only be amended or modified when agreed by both parties in writing and duly signed by authorized representatives of each party.

Licensee may not assign, sublicense or otherwise transfer this Agreement or any of its rights hereunder without Stream’s prior written consent except to a purchaser of substantially all of Licensee’s assets.

This Agreement will be governed by and construed in accordance with the laws of England and Wales to the exclusion of its conflict of laws rules. The Courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.