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End User License Agreement

ZENE END-USER LICENCE AGREEMENT

IMPORTANT: Please read this carefully

This End-User Licence Agreement (the "Agreement") is a legal agreement between the user and Nabrio Co., Ltd.  (referred to hereunder as "Nabrio", "we," or "us") for the Nabrio software products accompanying this agreement, which includes any software or similar materials and may include "Online" or electronic documentation, associated media, and printed materials ("Software").

By installing, copying, or otherwise using the Software or any Updates, the user agree to be bound by the provisions of this Agreement. If the user do not agree to the terms and conditions of this Agreement, do not install, copy, or otherwise use the Software and the user may return the Software to the place of purchase.

This Agreement can be accepted only by an adult of legal age of majority in the country in which the Software is used.

1.              Definition

1.1.        Unless stated otherwise, in this Agreement:

"Documentation" means any documentation (including online, printed or other documentation) provided by Nabrio for use with the Software under this Agreement;

"Effective Date" means the date upon which the User gives the User's express consent to this Agreement, following the issue of this Agreement by Nabrio;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);

"Maintenance Services" means the supply to the User and application to the Software of Updates;

"Minimum Term" means, in respect of this Agreement, the period of 1 month beginning on the Effective Date;

"Nabrio" means Nabrio Co., Ltd.

"Output Work" means all results, or other items created or generated by or through any use of the Software, including any products, or services based on or using such results, or other items.

"Services" means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this Agreement;

"Software" means any software or similar materials and may include "Online" or electronic documentation, associated media, and printed materials

"Software Defect" means a defect, error or bug in the Software having an adverse effect on the appearance, operation, functionality, or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

i.         any act or omission of the User or any person authorised by the User to use the Software;

ii.       any use of the Software contrary to the Documentation by the User or any person authorised by the User to use the Software;

iii.     a failure of the User to perform or observe any of its obligations in this Agreement; and/or

iv.     an incompatibility between the Software and any other system, network, application, program, hardware, or software not specified as compatible in the Software Specification;

"Software Specification" means the specification for the Software set out in the Documentation;

"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;

"Supplementary Agreement" means an additional agreement signed directly with one or more Nabrio entities that add on or amends this Agreement.

"Support Services" means support in relation to the use of the Software and the identification and resolution of errors in the Software, but shall not include the provision of training services whether in relation to the Software or otherwise;

"Term" means the term of this Agreement, commencing in accordance with Section 2.1 and ending in accordance with Section 2.1;

"Update" means security fixes, hotfixes, patches, and other updates (including new features, new functions and other modifications released between Upgrades), if and when made available to the User by Nabrio and determined by Nabrio to constitute an update;

"Upgrade" means new versions, or add-ons to or additional products associated with the Software, if and when made available to You by Nabrio and determined by Nabrio to constitute an upgrade; and

"User" means the user, the person to whom Nabrio grants a right to use the Software under this Agreement, if the user are entering into this Agreement on behalf of a company or other legal entity, the user represent that the user have the legal authority to bind the entity to this Agreement, in which case "User" will mean the entity the user represent;

2.              Term

2.1.        This Agreement becomes effective on the Effective Date and continue in effect indefinitely or otherwise terminated in accordance with Section 12 or any other provision of this Agreement.

2.2.        If there is any conflict between this Agreement and the Supplementary Agreement, the Supplementary Agreement will control in relation to their subject matter. Any arrangement with respect to the Software is expressly conditioned on the User's agreement to this Agreement and the Supplementary Agreement, and any further or different terms are rejected.

3.              Third-Party Licences

3.1.        Notwithstanding the terms and conditions contained in this Agreement all or any portion of the Software which constitutes non-proprietary Nabrio software or software provided under Open-source licence by third parties ("third-party software"), is licenced to the User subject to the terms and conditions of the software licence agreement accompanying such third-party software, or in the absence of third-party terms and conditions, the terms of this Agreement. Use of the third-party software by the User shall be governed entirely by the terms and conditions of such licence. Copyright to third party software is held by the copyright holders indicated in the third-party software or licence. The User can find the licence terms and conditions in the file " Zene_Third-Party_Licences.txt".

4.              Licen****ce to use the Software.

4.1.        Nabrio hereby grants to the User from the date of supply of the Software to the User until the end of the Term a worldwide, non-exclusive licence to:

i.         install a single instance of the Software;

ii.       use a single instance of the Software in accordance with the Documentation; and

iii.     create, store, and maintain a single back-up copy of the Software, subject to the limitations and prohibitions set out and referred to in Section 5.

5.              Licence requirements and limitations.

5.1.        The User may not sub-licence and must not purport to sub-licence any rights granted under Section 4 without the prior written consent of Nabrio.

5.2.        Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any licence granted under Section 4 shall be subject to the following prohibitions:

i.         the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;

ii.       the User must not alter, edit, or adapt the Software; and

iii.     the User must not decompile, de-obfuscate or reverse engineer, or otherwise attempt to discover the source code of the Software or algorithms contained therein or create any derivative works from the Software, except as expressly provided in this Agreement.

5.3.        The User shall be responsible for the security of copies of the Software supplied to the User under this Agreement (or created from such copies) and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this Agreement.

5.4.        The User may not copy or use the Software except as set forth in this Agreement. The User may not remove any proprietary notices or labels on the Software; any copies that the user are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on and in the Software.

5.5.        The User may not use the Software in connection with any inherently dangerous application, including any application that could result in death, personal injury, catastrophic damage or mass destruction;

6.              Trial versions

6.1.        Nabrio may make available or deliver the Software (or features of the Software) labelled or offered as "not for resale," "free," "evaluation," "trial," "pre-release," "beta", alpha" or another similar designation (collectively, "Trial Versions").

6.2.        You may download, install, access, or use Trial Versions only during the period and for the purpose of the trial, as expressly permitted by Nabrio. Except as expressly set forth in the online or other Documentation for the Trial Version, the User's use will be limited to non-commercial evaluation purposes with no rights to make available or distribute the Trial Version to any third party and the use of the Software will be only by the User.

6.3.        Notwithstanding the terms and conditions contained in this Agreement, the Supplementary Agreement or otherwise,

i.         Nabrio makes no commitments with respect to Trial Versions regarding any features, functions, service levels or data and provides no warranties of any kind with respect to Trial Versions;

ii.       Nabrio may choose not to generally release any Trial Versions or convert any Trial Version into a product offering; and

iii.     Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure and Nabrio reserves the right, without any further notice, to end any Trial Versions at any time.

7.              Reservation of Rights

7.1.        All title and intellectual property rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying Documentation, and any copies of the Software are owned by Nabrio or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Nabrio to the User, or from the User to Nabrio.

8.              Limited Warranty

8.1.        Except otherwise stated in a separate agreement between Nabrio and the User, Nabrio warrants that the Software will perform substantially in accordance with the user corresponding user manual for the Software for a period of ninety (90) days from the date of receipt.

8.2.        This limited warranty does not apply to the following, which are made available "as is" and without a warranty from Nabrio:

i.         Updates;

ii.       pre-release Software, trial Software, and sampler Software;

iii.     any software made available by Nabrio for free via web download from a Nabrio website.

8.3.        The entire liability of Nabrio and its affiliates related to such warranty claim and the User's sole and exclusive remedy under any warranty will be limited to either, at Nabrio's option:

i.         support of the Software based on the warranty claim;

ii.       replacement of the Software; or

iii.     if support or replacement is not practicable at Nabrio's determination, return of the price paid, Nabrio received for the Software (if any). The User shall only request refunds from the vendor who sold the User the Software.

8.4.        If Nabrio reasonably determines, or any third party alleges, that the use of the Software by the User in accordance with this Agreement infringes any person's Intellectual Property Rights, we may act reasonably at its own cost and expense:

i.         modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights; or

ii.       procure for the User the right to use the Software in accordance with this Agreement.

8.5.        Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

8.6.        All warranty claims must be made, along with proof of purchase, to Nabrio representatives.

8.7.        All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

9.              Warranty limitations and disclaimers

9.1.        THE LIMITED WARRANTY IN SECTION 8 AND ANY STATUTORY WARRANTY AND REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW ARE THE ONLY WARRANTIES AND EXCLUSIVE REMEDIES APPLICABLE TO THE SOFTWARE. OTHER THAN THOSE OFFERED AND STATUTORY WARRANTIES AND REMEDIES, NABRIO, ITS AFFILIATES, ITS LICENSORS, AND SUPPLIERS, DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR ANY OUTPUT WORK, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. OTHER THAN SUCH OFFERED AND STATUTORY WARRANTIES AND REMEDIES, THE SOFTWARE AND ACCESS TO ANY WEBSITES, NABRIO OR THIRD-PARTY ONLINE SERVICES, ARE PROVIDED "AS IS" AND WITH ALL FAULTS. NABRIO DOES NOT SEEK TO LIMIT CUSTOMER'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

9.2.        The Limited Warranty in Section 8 is void if failure of the Software has resulted from accident, abuse, or misapplication.

9.3.        Any statements about the Software (including any statements about their functionality or performance) or Output Work, or other communications with the User, that are not contained in this Agreement or the Supplementary Agreement are for information purposes only and do not constitute a warranty, representation, condition, or other commitment.

9.4.        Without limitation as to the generality of the foregoing, Nabrio does not warrant or otherwise commit that:

i.         the Software or Output Work, or the access thereto or use thereof, will be available, uninterrupted, error-free, secure, accurate, reliable or complete;

ii.       the Software will meet any particular performance;

iii.     the User Content will not be lost or damaged; or

iv.     errors will be corrected or any particular support requests will be resolved to meet the User needs.

9.5.        The Software is only designed to be compatible with that software specified as compatible in the Software Specification, and Nabrio does not warrant or represent that the Software will be compatible with any other software.

10.          Limitations on liability

10.1.    EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY NABRIO AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, NABRIO, ITS AFFILIATES, ITS LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, FAILURE OF OR DEFECTS IN THE OUTPUT WORK, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, DAMAGES RESULTING FROM FORCE MAJEURE EVENT, OR CLAIMS BY A THIRD PARTY, EVEN IF AN NABRIO REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, NABRIO'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, ITS LICENSORS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.

10.2.    Nothing contained in this Agreement will:

i.         limit or exclude any liability for death or personal injury resulting from Nabrio's gross negligence;

ii.       limit or exclude any liability for fraud or fraudulent misrepresentation caused by Nabrio;

iii.     limit any liabilities in any way that is not permitted under applicable law; or

iv.     exclude any liabilities that may not be excluded under applicable law,

and, if a party is a consumer, that party's statutory rights will not be excluded or limited by this Agreement, except to the extent permitted by law.

10.3.    THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE USER'S JURISDICTION.

11.          Indemnity

11.1.    At Nabrio's request, the User will indemnify and hold harmless and defend Nabrio against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by Nabrio by reason of any claim, suit or proceeding ("Claim") arising out of or relating to:

i.         the User Content;

ii.       the User use of the Software, including any Output Work or other results produced by such use; and

iii.     the User breach of these Terms (including any Supplementary Agreement, or any other applicable terms), including a Claim that asserts or purports to be based on Nabrio negligence.

12.          Termination

12.1.    Without prejudice to any other rights, Nabrio may terminate this Agreement if:

i.         the User fails to comply with the terms and conditions of this Agreement and/or any Supplementary Agreement and fail to cure such breach within 30 days after written notice of the breach;

ii.       the User has failed to timely pay any amounts (including fees and taxes) owing with respect to the Software or otherwise owing to Nabrio;

iii.     the User becomes subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting the User creditors (including an assignment for the benefit of the creditor) or commence a process of liquidation. This agreement and the Supplementary Agreement will automatically terminate without further notice or action by Nabrio if the User goes into liquidation.

iv.     The User dies (if the User is an individual); or

v.       as a result of illness or incapacity, that the User becomes incapable of managing his or her own affairs (if the User is an individual).

12.2.    The User may terminate if Nabrio is in material breach of this Agreement and any other Supplementary Agreement and fails to cure such breach within 30 days after written notice of the breach.

13.          Effect of termination

13.1.    Upon any termination of this Agreement and any other Supplementary Agreement, the User will cease all access to and use of the Software, and (iii) the effects described above with respect to expiration or termination of a subscription or other Offering will apply. The following provisions will survive the termination of this agreement for any reason:

i.         The User's payment obligations;

ii.       ownership of the User's Output Work;

iii.     indemnity obligations (including those in the "Indemnity" section (Section 11));

iv.     Nabrio's reservation of rights (including the rights in the "Reservation of Rights" section (Section 7));

v.       The warranty limitations and disclaimers (in the "Warranty limitations and disclaimers" section (Section 9));

vi.     The limitations on liability (in the "Limitations on liability" section (Section 10)); and

vii.    the User's responsibility for anyone who accesses or uses (or obtains) the Software through the User;

but this will not imply or create any continued right to use the Software after termination of this agreement.

13.2.    The User must immediately cease to use the Software and must destroy all copies of the Software and all of its component parts upon the termination of this Agreement and the Supplementary Agreement.

14.          General

14.1.    This agreement may only be modified in writing, signed by an authorised officer of Nabrio.

14.2.    Nabrio reserves the right and the User acknowledge and agree that Nabrio may from time to time:

i.         modify or discontinue the features and functionality, or supporting services or availability with respect to the Software, whether generally or in any geographic area or language; or

ii.       add or modify license keys, authorisations, or other means of controlling access to or use of the Software. Nabrio will endeavour to inform the User of major changes to the Software.

14.3.    To the maximum extent permitted by applicable law, Nabrio reserves the right and the User acknowledges and agrees that Nabrio may from time to time modify the Agreement. Nabrio will endeavour to notify the User of any material modification to the Agreement that may have a materially adverse effect on the User ("Modification Notice"), and the User will then have an opportunity to review such modification. Except as otherwise expressly set forth in the Supplementary Agreement, if any such modification has a material adverse effect on the User and the User do not agree to the modification, the User may reject the modification by notifying Nabrio of the rejection within thirty (30) days of the Modification Notice. If You reject a modification under these circumstances, the User's right to use the Software affected by the modification will continue to be governed by the terms in effect immediately before the modification (except to the extent the modification was made for security, privacy, or legal compliance reasons) until 180 days after the Modification Notice and the User's rights to the Software will then terminate.

14.4.    The User acknowledges that the User's commitments with respect to the Software are not contingent on the delivery of future features or functionality (or oral or written statements about future features or functionality).

14.5.    Any reference in this Agreement to "days" are to calendar days unless otherwise specified. The words "including" and "for example" or "e.g.," and words of similar import, are not limiting or exclusive and will be deemed followed by "without limitation," whether or not such language is included. Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision. Any rights and remedies provided for in the Agreement are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under applicable law.

14.6.    This Agreement shall be governed by and construed in accordance with Thai law without giving regard to the conflict of law rules thereof. All disputes arising in connection with this Agreement or its validity shall be finally settled and submitted to the court in Thailand.

14.7.    This is the entire agreement between Nabrio and the User relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.