ClinicMaster INTERNATIONAL
Software License Agreement
This Software License Agreement ("Agreement") is entered into by and between ClinicMaster INTERNATIONAL ("Licensor") and the user ("Licensee"). By installing, accessing, or using the software product ClinicMaster.FingerprintRecognition ("Software"), Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree to these terms, Licensee must not use the Software.
1. License Grant
Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Software solely for internal business purposes. This license is limited to the number of users, devices, or locations specified in the applicable order or subscription plan. Licensee may not:
Modify, adapt, translate, or create derivative works of the Software.
Distribute, sell, rent, lease, sublicense, or otherwise transfer the Software to any third party.
Use the Software for any purpose other than as expressly authorized in this Agreement.
2. Restrictions
Licensee shall not, and shall not permit any third party to:
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except as permitted by applicable law.
Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Software.
Use the Software in any unlawful manner, for any unlawful purpose, or in any way inconsistent with this Agreement.
Circumvent or attempt to circumvent any technical restrictions or limitations in the Software.
3. Ownership
Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant Licensee any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software, except for the limited license granted herein.
4. Term and Termination
4.1 Term: This Agreement is effective upon Licensee's acceptance and shall continue until terminated as set forth herein.
4.2 Termination by Licensor: Licensor may terminate this Agreement immediately if Licensee breaches any term of this Agreement. Upon termination, Licensee must cease all use of the Software and destroy all copies of the Software in its possession or control.
4.3 Survival: Sections 3 (Ownership), 5 (Disclaimer of Warranties), 6 (Limitation of Liability), and 7 (Governing Law) shall survive any termination of this Agreement.
5. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
7. Governing Law and Dispute Resolution
7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Uganda, without regard to its conflict of laws principles.
7.2 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved amicably, it shall be submitted to the exclusive jurisdiction of the courts located in Uganda.
8. General Provisions
8.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, or representations regarding the Software.
8.2 Amendments: Any amendments or modifications to this Agreement must be in writing and signed by both parties.
8.3 Waiver: Failure by Licensor to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
8.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.5 Assignment: Licensee may not assign or transfer this Agreement or any rights granted hereunder without the prior written consent of Licensor.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of Licensee's acceptance.