IMPORTANT - USE OF THIS SOFTWARE IS SUBJECT TO LICENCE RESTRICTIONS. CAREFULLY READ THIS LICENCE AGREEMENT BEFORE USING THE SOFTWARE.
This licence is a legal "Agreement" concerning the use of Software between you, the end user, either individually or as an authorized representative of the company acquiring the licence, and Packetmobile Pte Ltd, and its parent company Asiapac Technology Holdings (Pty) Ltd acting directly or through their subsidiaries or authorized distributors (collectively "Packetmobile"). USE OF SOFTWARE INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. If you do not agree to these terms and conditions, promptly return, or, if received electronically, certify destruction of Software and all accompanying items within five days after receipt of Software and receive a full refund of any licence fee paid.
1. GRANT OF LICENCE. The software programs you are installing, downloading, or have acquired with this Agreement, including any updates, modifications, revisions, copies, documentation and design data ("Software") are copyrighted, trade secret and confidential information of Packetmobile or its licensors who maintain exclusive title to all Software and retain all rights not expressly granted by this Agreement. Packetmobile grants to you, subject to payment of appropriate licence fees, a nontransferable, nonexclusive licence to use Software solely: (a) in machine-readable, object-code form; (b) for your internal business purposes; and (c) on the computer hardware or at the site for which an applicable licence fee is paid, or as authorized by Packetmobile. A site is restricted to a one-half mile (800 meter) radius. Packetmobile's standard policies and programs, which vary depending on Software, licence fees paid or service plan purchased, apply to the following and are subject to change: (a) relocation of Software; (b) use of Software, which may be limited, for example, to execution of a single session by a single user on the authorized hardware or for a restricted period of time (such limitations may be communicated and technically implemented through the use of authorization codes or similar devices); (c) support services provided, including eligibility to receive telephone support, updates, modifications, and revisions. Current standard policies and programs are available upon request.
2. RESTRICTIONS ON USE. You may copy Software only as reasonably necessary to support the authorized use. Each copy must include all notices and legends embedded in Software and affixed to its medium and container as received from Packetmobile. All copies shall remain the property of Packetmobile or its licensors. You shall maintain a record of the number and primary location of all copies of Software, including copies merged with other software, and shall make those records available to Packetmobile upon request. You shall not make Software available in any form to any person other than employees and contractors, excluding Packetmobile's competitors, whose job performance requires access. You shall take appropriate action to protect the confidentiality of Software and ensure that any person permitted access to Software does not disclose it or use it except as permitted by this Agreement. Except as otherwise permitted for purposes of interoperability as specified by applicable and mandatory local law, you shall not reverse-assemble, reverse- compile, reverse-engineer or in any way derive from Software any source code. You may not sublicence, assign or otherwise transfer Software, this Agreement or the rights under it, whether by operation of law or otherwise ("attempted transfer"), without Packetmobile's prior written consent and payment of Packetmobile's then - current applicable transfer charges. Any attempted transfer without Packetmobile's prior written consent shall be a material breach of this Agreement and may, at Packetmobile's option, result in the immediate termination of the Agreement and licences granted under this Agreement.
The terms of this Agreement, including without limitation, the licensing and assignment provisions shall be binding upon your heirs, successors in interest and assigns. The provisions of this section 4 shall survive the termination or expiration of this Agreement.
3. LIMITED WARRANTY.
3.1 Packetmobile warrants that during the warranty period Software, when properly installed, will substantially conform to the functional specifications set forth in the applicable user manual. Packetmobile does not warrant that Software will meet your requirements or that operation of Software will be uninterrupted or error free. The warranty period is 90 days starting on the 15th day after delivery or upon installation, whichever first occurs. You must notify Packetmobile in writing of any nonconformity within the warranty period. This warranty shall not be valid if Software has been subject to misuse, unauthorized modification or installation. Packetmobile'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE, AT Packetmobile'S OPTION, EITHER (A) REFUND OF THE PRICE PAID UPON RETURN OF SOFTWARE TO Packetmobile OR (B) MODIFICATION OR REPLACEMENT OF SOFTWARE THAT DOES NOT MEET THIS LIMITED WARRANTY, PROVIDED YOU HAVE OTHERWISE COMPLIED WITH THIS AGREEMENT. Packetmobile MAKES NO WARRANTIES WITH RESPECT TO: (A) SERVICES; OR(B) SOFTWARE WHICH IS LICENCED TO YOU FOR A LIMITED TERM OR LICENCED AT NO COST; ALL OF WHICH ARE PROVIDED "AS IS."
3.2 THE WARRANTIES SET FORTH IN THIS SECTION 3 ARE EXCLUSIVE. NEITHER Packetmobile NOR ITS LICENSORS MAKE ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO SOFTWARE OR OTHER MATERIAL PROVIDED UNDER THIS AGREEMENT. Packetmobile AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
4. LIMITATION OF LIABILITY. EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE LAW, IN NO EVENT SHALL Packetmobile OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF Packetmobile OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Packetmobile'S OR ITS LICENSORS' LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICE GIVING RISE TO THE CLAIM. IN THE CASE WHERE NO AMOUNT WAS PAID, Packetmobile AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER.
5. LIFE ENDANGERING ACTIVITIES. NEITHER Packetmobile NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF SOFTWARE IN ANY APPLICATION WHERE THE FAILURE OR INACCURACY OF THE SOFTWARE MIGHT RESULT IN DEATH OR PERSONAL INJURY.
6. INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS Packetmobile AND ITS LICENSORS FROM ANY CLAIMS, LOSS, COST, DAMAGE, EXPENSE, OR LIABILITY, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF SOFTWARE AS DESCRIBED IN SECTION 7.
7. INFRINGEMENT.
7.1 If an infringement claim is made, Packetmobile may, at its option and expense: (a) replace or modify Software so that it becomes noninfringing; (b) procure for you the right to continue using Software; or (c) require the return of Software and refund to you any licence fee paid, less a reasonable allowance for use.
7.2 Packetmobile has no liability to you if infringement is based upon: (a) the combination of Software with any product not furnished by Packetmobile; (b) the modification of Software other than by Packetmobile; (c) the use of other than a current unaltered release of Software; (d) the use of Software as part of an infringing process; (e) a product that you make, use or sell; (f) any Beta Code contained in Software; (g) any Software provided by Packetmobile's licensors who do not provide such indemnification to Packetmobile's customers; or (h) infringement by you that is deemed willful. In the case of (h) you shall reimburse Packetmobile for its attorney fees and other costs related to the action upon a final judgment.
7.3 THIS SECTION 7 STATES THE ENTIRE LIABILITY OF Packetmobile AND ITS LICENSORS AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION BY ANY SOFTWARE LICENCED UNDER THIS AGREEMENT.
8. TERM. This Agreement remains effective until expiration or termination. This Agreement will immediately terminate upon notice if you exceed the scope of licence granted or otherwise fail to comply with the provisions herein . For any other material breach under this Agreement, Packetmobile may terminate this Agreement upon 30 days written notice if you are in material breach and fail to cure such breach within the 30- day notice period. If Software was provided for limited term use, this Agreement will automatically expire at the end of the authorized term. Upon any termination or expiration, you agree to cease all use of Software and return it to Packetmobile or certify deletion and destruction of Software, including all copies, to Packetmobile's reasonable satisfaction.
9. EXPORT. Software is subject to regulation by local laws and United States government agencies, which prohibit export or diversion of certain products, information about the products, and direct products of the products to certain countries and certain persons. You agree that you will not export any Software or direct product of Software in any manner without first obtaining all necessary approval from appropriate local and United States government agencies.
10. END USER'S WARRANTY. You hereby warrant to Packetmobile that you have not been induced to enter into this Agreement by any prior representations whether oral or in writing, except as specifically contained in this Agreement and you hereby waive any claim for breach of any such representations which are not so specifically mentioned.
11. THIRD PARTY BENEFICIARY. For any Software under this Agreement licenced by Packetmobile from other licensors, the applicable licensor is a third party beneficiary of this Agreement with the right to enforce the obligations set forth herein.
12. AUDIT RIGHTS. With reasonable prior notice, Packetmobile shall have the right to audit during your normal business hours all records and accounts as may contain information regarding your compliance with the terms of this Agreement. Packetmobile shall keep in confidence all information gained as a result of any audit. Packetmobile shall only use or disclose such information as necessary to enforce its rights under this Agreement.
13. CONTROLLING LAW AND JURISDICTION. This Agreement shall be governed by and construed under the laws of Singapore. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the Singapore courts. This section shall not restrict Packetmobile's right to bring an action against you in the jurisdiction where your place of business is located.
14. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision shall be severed from this Agreement and the remaining provisions will remain in full force and effect.
15. PAYMENT TERMS AND MISCELLANEOUS. You will pay amounts invoiced, in the currency specified on the applicable invoice, within 30 days from the date of such invoice. This Agreement contains the parties' entire understanding relating to its subject matter and supersedes all prior or contemporaneous agreements, including but not limited to any purchase order terms and conditions, except valid licence agreements related to the subject matter of this Agreement (which are physically signed by you and an authorized agent of Packetmobile) either referenced in the purchase order or otherwise governing this subject matter. This Agreement may only be modified in writing by authorized representatives of the parties. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse. The prevailing party in any legal action regarding the subject matter of this Agreement shall be entitled to recover, in addition to other relief, reasonable attorneys' fees and expenses.

