SAGE PASTEL SDK LICENCE AGREEMENT RELATING TO DEVELOPMENT TOOLS

Your right to use the Sage Pastel Software Developers Kit (SDK) is subject to the terms set out in this licence agreement (Agreement).

Do not use this software until you have read and accepted all the terms of this licence and wish to become the licensee of the software. Acceptance shall bind you and all your employees to the terms of the licence. Your use of the software shall be deemed to be your acceptance of the following terms.

1. Program and Grant of Licence

The "Program" means the licensed software provided to you with this Agreement consisting of (a) development tools, (b) certain software source code to be used solely in conjunction with the development tools, and (c) any relevant operational literature. Under copyright law you are prohibited from installing or running the software or using any manuals or literature supplied to you without the consent of Softline Pastel (Pastel). Copyright © vests in Softline Holdings (Pty) Ltd, 2003. All rights reserved world-wide. Softline Pastel is a wholly owned subsidiary of Softline Holdings (Pty) Ltd.

In consideration of your paying the licence fee agreed with Pastel ("Licence Fee"), Pastel grants you, the "Licensee" of the software, a non-exclusive right (the "Licence") to install and run the software as permitted by this Agreement. The Licence is for a period of one year following payment of the Licence Fee (the "Term"). The Term may be extended for successive Terms of one year subject to payment by you of additional Licence Fees annually in advance of each such successive Term. The Licence is personal to you, and may not be assigned, sold or transferred in any other way without Pastel's express prior consent in writing. The Licence granted by Pastel under this agreement shall terminate at the end of the current Term for which a Licence Fee has been received by Pastel.

(a)  Under the terms of this Licence you are permitted to:

• Use the Program in connection with a single personal computer including a lap-top or, on a single network which is under your control. If you wish to use the Program on more than one computer or network, you must obtain a separate licence for another copy of the Program.
• Transfer the Program from one computer to another owned by you within a single location, provided that it is installed and used on only one computer at a time.
• Distribute the supplied control DLL's, OCX's and/or VBX's royalty free.
• Use and modify example source versions of software identified as 'Example Code'.
• Use the Program to adapt other software licensed to you by Pastel ("Existing Software"), subject to the conditions in subparagraph (b) below.

(b)  Any adaptation by you of Existing Software or exploitation of any adaptations are subject to the following conditions:

• You may only use source code provided by Pastel under this Agreement to amend any Existing Software. 
• If you adapt any Existing Software all intellectual property rights in any resulting software developed by you ("Developed Software") and any modifications or enhancements to it shall belong to Pastel and shall vest in Pastel unconditionally and immediately on the Developed Software having been created, developed, written or prepared. If any Developed Software created by you constitutes a new copyright work which is substantially different from the Existing Software, and which can operate independently from the Existing Software or any other Pastel software, you shall own any such Developed Software. 
• You shall not license, sub-license, transfer, assign or otherwise deal with any Developed Software unless authorised by Pastel to do so on terms approved by Pastel. In addition all Licence Fees payable by you under this Agreement must have been paid. If you are a Value Added Reseller designated by Pastel, Developed Software may be licensed by you on terms which are substantially similar to Pastel's standard terms without requiring Pastel's approval. In any event, you shall also ensure that any licence by you of Developed Software complies with the conditions set out in subclauses (b)(iv) to (ix) below. 
• You shall ensure that any Developed Software or related documentation or other software or documentation owned by you which was developed using the Program contains a clearly visible acknowledgement in reasonably sized and prominent type on any media, user interface or packaging as follows: 
  
  " This product was created using development software belonging to Softline Pastel, Softline Technology Park, 151 Katherine Street, Athol Ext 12, Sandton, 2031, South Africa  (Tel: +27 11 290 2700. Fax: +27 11 784 0200)."
  
  
  Other than as set out in (iv) above, you shall have no other rights to use Pastel names, trademarks or copyrights.

• You shall ensure that you can terminate any licence of Developed Software or documentation that is granted by you without cause on three months notice. You shall make clear to any third party licensee ("Customer") that the Developed Software and documentation belongs to Pastel and that you are authorised by Pastel to grant licences of the Developed Software and documentation but that you are not the agent, partner or authorised representative of Pastel and that no legal relationship, whether contractual or otherwise, exists between that Customer and Pastel and that you accept full responsibility for any defects in the Developed Software or documentation licensed by you.
• You shall ensure that all agreements you enter into with Customers relating to the Developed Software can be freely transferred by you. 
• You shall ensure that each Customer keeps confidential all information it receives from you relating to the Developed Software, Pastel or its affiliates and you shall enforce any such obligations of confidentiality and the terms of any licence agreement to the fullest extent permitted by law. You shall ensure, if requested by Pastel to do so, that any such Customer enters into a separate confidentiality agreement with Pastel on Pastel's standard Terms and Conditions. 
• You shall defend and indemnify Pastel against any claim made against Pastel relating to the use by any third party of the Developed Software or other software or documentation licensed or used by you. Without limitation to the foregoing, you shall defend Pastel and its affiliates from and against any claim or action that the use or possession of the Developed Software by any Customer or any part of the Developed Software infringes the intellectual property rights of a third party ("IPR Claim") and shall indemnify Pastel and its affiliates from and against any losses, damages, costs (including legal fees) and expenses incurred by or awarded against Pastel or any of its affiliates as a result of, or in connection with, that IPR claim. This indemnity shall remain in full force and effect not withstanding any termination of this Agreement.

(c) You may not yourself, nor may you permit others to: 

• Transfer or part with possession of the Program or seek to sub-license or assign the licence or your rights under it except as expressly authorised by this Agreement.
• Use, copy or transfer the software or other component parts of the Program except as expressly authorised by this Agreement.
• Distribute, rent, loan, lease, sub-license or otherwise deal in the software and/or any other component elements of the Program. Distribution by the user of any designer's or design time assistant's (exe's or dll's), executables, source code, example code, or license files (. LIC) distributed by Pastel as part of this product is prohibited. Without limitation to the foregoing, you shall ensure that if licensed by Pastel to use any source code you shall keep the source and object code of the software confidential and in safe custody and shall not use the same other than for the purpose of adapting Existing Software in accordance with the terms of this Agreement.
• Alter, adapt, merge, modify or translate the software or other component elements of the Program in any way, or for any purpose, other than with the prior written consent of Pastel.
• Reverse engineer, disassemble or de-compile the Program otherwise than with the prior written consent of Pastel.
• Remove, change or obscure any identification marks or notices of proprietary rights and restrictions on or in the software and any other component elements of the Program.

2. Termination

• Pastel may, at its sole and absolute discretion, terminate this Licence, in which event it will refund to you a pro rata proportion of the Licence Fee of the Program for the remainder of the current Term.
• This Licence may be terminated by Pastel without refund if you fail to make payment after seven days' notice of any sums due to Pastel under this or any other contract with Pastel.
• Your rights to use the Program will terminate automatically if you fail to comply with any term of this Licence. This Agreement will also terminate without further action or notice by Pastel if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, or if you suffer or file any similar action in consequence of debt. 
• Within 14 days of termination or expiry of this Licence, you will remove all copies or part copies of the Program from your computer, furnishing to Pastel a letter attesting to the removal of such copies from your computer. You may terminate this Licence at any time by removing all copies and furnishing such confirmation. 
• Any use of any copies of the Program after termination or expiry of the Licence is unlawful. On termination or expiry of this Agreement for whatever reason you shall, at Pastel's request (but not otherwise), assign to Pastel without charge any or all contracts entered into by you with third party customers relating to the Developed Software and shall do all things and execute all documents so as to facilitate and effect any such assignment at no expense to Pastel.

3. Warranty

Pastel warrants to you only that:

• The Program, when used properly, will provide the functions and facilities and will perform substantially as described.
• If the Program is supplied on disk, the disk will be free from defects in material and workmanship under normal conditions of use.
• In the event of any errors in the Program, Pastel may, at its sole discretion, correct the same by "patching" or by replacing the Program with a new version. Should Pastel be unable to rectify any defect in the Program, it will terminate this Licence by refunding your purchase price, after you have removed all copies of the Program from your computer. Pastel does not warrant or guarantee that you will have uninterrupted or error free service from the Program.

Pastel's entire liability and your exclusive remedy under the warranties given in this section 3 will be at Pastel's option:

• To repair or replace the Program which does not conform with the warranty.
• This guarantee excludes defects caused by accidents, abuse, poor storage or handling.

4. Exclusion of Other Warranties

Except for the express warranties contained in section 3 above, Pastel gives and you receive no other warranties, conditions or representations, express or implied, statutory or otherwise.

Without limitation, the implied terms of quality and fitness for a particular purpose are excluded. Pastel does not warrant that the operation of the Program will be error free or uninterrupted. It is your exclusive responsibility to ensure that the Program is suitable for your needs and the entire risk as to results obtained from its use is assumed by you. You hereby acknowledge that the content and accuracy of any Developed Software and of any documents or software or information produced by the Program are your sole responsibility and, whether or not produced using the Program, that you also remain responsible for ensuring that any information, opinions, recommendations, forecasts or other comments submitted to third parties are accurate and complete.

Pastel in no way warrants that any updates or enhancements made by it to the Program in the future will be compatible with any Developed Software developed by you.

5. Disclaimer and Limitation of Liability

You hereby acknowledge that the allocation of risk in this Agreement reflects the price paid for the Program and also the fact that it is not within Pastel's control how, and for what purposes, the Program is used by you. In no event, therefore, will Pastel be liable for any indirect, consequential, incidental or special damage or loss of any kind or for any loss of profits, loss of contracts, business interruptions, loss of or corruption to data however caused and whether arising under contract or tort, including negligence or otherwise. If any exclusion, disclaimer or other provision contained in this Licence is held to be invalid for any reason by a court of competent jurisdiction and Pastel becomes liable thereby for loss or damage that could otherwise be limited, such liability, whether in contract, tort or otherwise, will not exceed the amount actually paid by you for the Program.

Pastel does not exclude or limit its liability for death or personal injury resulting from any act or negligence perpetrated by it.

6. General

• Pastel shall not be liable to you in respect of circumstances outside its reasonable control.
• Failure by Pastel to enforce any particular term of this Licence shall not be construed as a waiver of any of its rights under it.
• If any part of this Licence is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, the validity of the remainder of terms will not be affected.
• This Licence constitutes the entire agreement between the parties in relation to the Program and its licensing and supersedes any other oral or written communications, agreements or representations with respect to the Program.
• As an additional service Pastel will provide assistance and support when necessary through email only and only to registered users.

The terms and conditions of this Licence will be governed and construed in accordance with South African law, and any dispute arising under this Agreement or in connection with the Program shall be submitted to the exclusive jurisdiction of the South African Courts, save where Pastel otherwise agrees. No variation, amendment of or addition to this Licence shall be effective unless Pastel's prior agreement in writing shall have been obtained.

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