End-User License Agreement (“EULA”)

Doftwerks Software and Grant of License In consideration of YOUR agreement to the terms and conditions contained in this EULA, Doftwerks grants to YOU a limited, non-exclusive, non-transferable license to use the Software, in object code form only, for YOUR own benefit. For purposes hereof, "Software" means the Doftwerks computer program with which this Software License Agreement is included together with any associated documentation and any other relevant operational literature contained within the Doftwerks Software and any updates to these received by YOU. The number of copies of each of the Doftwerks Software that YOU are licensed to use is listed in the official Purchase Order or other documentation used to procure the Doftwerks Software.

You may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided YOU have a license for each separate computer on which the Software is installed and run. You may physically transfer the Software between computers provided that it is used on only one computer at any given time for each individual license purchased. A license for the Software may not be shared, installed or used concurrently on different computers.& YOU may make one copy of the Software in machine-readable form solely for backup purposes. If the Software contains documentation that is provided in electronic form, you may print one copy of such documentation. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software.You may not copy any printed materials accompanying the Software. YOU are expressly prohibited from installing or running the Doftwerks Software other than as prescribed in this EULA. The license granted here under is personal to YOU, and may not be assigned, sold, or transferred in any way without the prior written consent of Doftwerks.

For purposes of illustration only and without limitation, under the terms of this Agreement, you may not permit others to

• For purposes of illustration only and without limitation, under the terms of this Agreement, you may not permit others to
• Transfer the license for the Doftwerks Software or seek to sublicense or assign the license or YOUR rights under it.
• Use, copy, or transfer the Software or other component parts of the Software except as expressly permitted by this Agreement.
• Distribute, rent, sell, loan, lease, sublicense, or otherwise deal in the Software and or any other component elements of the Doftwerks Software.
• Alter, adapt, merge, modify, or translate the Software or other component elements of the Software in any way, or for any purpose, other than with the prior written consent of Doftwerks;
• Reverse engineer, disassemble or de-compile the Software or otherwise attempt to obtain the source code for the Software; or
• Adapt, alter, create derivative works based on, modify, or translate the Software, in whole or in part;
• 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 Software;
• Electronically transfer the Software in whole or in part from its computer server, or any other computer or device, to any third party, or enable any timesharing or service bureau use of the Software to any third party.

The Software is proprietary to Doftwerks and/or its licensors. All rights, title, and interest in and to the Software and all copyright, trade secret rights, patents, trademarks, and any other intellectual property or proprietary rights in and to the Software, and all copies of the Software regardless of the form or media on which it exists, shall at all times, remain the exclusive property of Doftwerks and/or its licensors. All rights not expressly granted under this Agreement are reserved by Doftwerks.

YOU agree that in the event of an actual or threatened breach of this Section by YOU, Doftwerks will have no adequate remedy at law and will be entitled to immediate and injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

This EULA and the licenses granted hereunder may be terminated by Doftwerks, without refund, if YOU fail to make full payment of any amount due to Doftwerks in accordance with this or any other agreement with Doftwerks. Notwithstanding the foregoing, YOUR rights to use the Software will terminate automatically if YOU fail to comply with any terms of this EULA. This EULA will also terminate without further action or notice by Doftwerks 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 ten (10) days of termination of this EULA, YOU will return the original, as well as all copies or part copies of the Software, or will furnish to Doftwerks a letter certifying the destruction of the original and any such copies. Doftwerks will delete all customer setups and files within 14 days of their license expiration.

This EULA and the licenses granted hereunder may be terminated by Doftwerks, without refund, if YOU fail to make full payment of any amount due to Doftwerks in accordance with this or any other agreement with Doftwerks. Notwithstanding the foregoing, YOUR rights to use the Software will terminate automatically if YOU fail to comply with any terms of this EULA. This EULA will also terminate without further action or notice by Doftwerks 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 ten (10) days of termination of this EULA, YOU will return the original, as well as all copies or part copies of the Software, or will furnish to Doftwerks a letter certifying the destruction of the original and any such copies. Doftwerks will delete all customer setups and files within 14 days of their license expiration.

No employee, agent, representative, or affiliate of Doftwerks has the authority to bind Doftwerks to any oral representations or warranty concerning the Software. Any written representation or warranty not expressly contained in this EULA will not be enforceable. The disclaimers and limitations on liability set forth above are fundamental elements of the basis of the agreement between Doftwerks and YOU. YOU expressly acknowledge and agree that Doftwerks would not be able to provide the Software on an economic basis without such limitations. Such disclaimers and limitations on liability shall inure to the benefit of Doftwerks's licensors, if any.

Doftwerks makes no warranties, whether express, implied, or statutory regarding or relating to the software or any updates or upgrades thereto, or any materials or services furnished or provided to you under this EULA, including maintenance and support. Doftwerks expressly and specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, results, workmanlike effort, course of dealing and title, and noninfringement with respect to the software and said other materials and services, and with respect to the use of any of the foregoing. No rights or remedies referred to in Article 2A of the UCC will be conferred on you unless expressly granted herein. Doftwerks does not warrant that the operation of the software will be error-free or uninterrupted.

To the maximum extent permitted by law, Doftwerks shall not be liable, under any contract, negligence, strict liability, or other legal or equitable theory for any of the following, however, caused and whether arising under contract or tort, including negligence or otherwise:

• Any loss of business;
• Loss of reputation;
• Loss of profits or goodwill;
• Loss of use;
• Loss or damage to or corruption of data;
• The unauthorized disclosure of sensitive, valuable, or confidential information;
• Loss attributable to your failure to make and retain reasonable back-ups of your data;
Interruption of business;
• Any indirect, special, incidental, punitive, or consequential damages; and
• Any costs of procuring substitute goods, services, technology, or rights.

You hereby acknowledge that the allocation of risk in this Agreement reflects the price paid for the Doftwerks software. If any exclusion, disclaimer, or other provision contained in this EULA is held to be invalid for any reason by a court of competent jurisdiction and Doftwerks 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 software.

You shall indemnify and hold Doftwerks harmless from and against any costs, losses, liabilities, and expenses (including reasonable attorneys fees) arising out of third party claims related to your use of the software or violation of this Agreement.

You acknowledge and agree that the Software and any other technical data provided hereunder are subject to restrictions and controls imposed by the Nigeria Government. You agree and certify that neither the Software nor any technical data provided hereunder is being or will be acquired, shipped, transferred, or re-exported, directly or indirectly, into any country prohibited by the Nigeria Government or will be used for any purpose prohibited by the same. You further agree to comply with all laws and regulations of all jurisdictions in your use of the Software.

The Doftwerks Software is a commercial item, commercial computer software, and/or commercial computer software documentation under Nigerian copyright law. The Nigeria Government may use, reproduce, perform, display, or release the Software only as expressly permitted under this Agreement. Modification, adaptation, or creation of derivative works is strictly prohibited without written consent from Doftwerks. All title, ownership, and intellectual property rights remain with Doftwerks, a private company in Nigeria. Unauthorized use, reproduction, or disclosure constitutes a violation of Nigerian law and this Agreement.

Any reseller, distributor, or dealer (including any Doftwerks-approved dealer) from whom YOU may have purchased the Software is not appointed or authorized by Doftwerks as its agent. No such person has any authority, either express or implied, to enter into any contract or provide any representation, warranty, or guarantee with or to YOU on behalf of Doftwerks, or to otherwise bind Doftwerks. Doftwerks shall not be responsible for any modifications or additions made to the Software by any such third party.

Failure by Doftwerks to enforce any particular term of this EULA shall not be construed as a waiver of any of its rights under it.

If any part of this EULA is held by a court of competent jurisdiction to be unenforceable for any reason, YOU and Doftwerks agree that the validity of the remaining terms will not be affected.

The validity, interpretation, construction, and performance of this EULA shall be governed by the laws of the Federal Republic of Nigeria. Any action under this EULA shall be commenced solely in the courts of competent jurisdiction within Nigeria, and YOU waive any rights to contest venue or request a change of venue.

No variation, amendment, or addition to this EULA shall be effective without Doftwerks’ prior written consent.

You hereby acknowledge that the allocation of risk in this Agreement reflects the price paid for the Doftwerks software. If any exclusion, disclaimer, or other provision contained in this EULA is held to be invalid for any reason by a court of competent jurisdiction and Doftwerks 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 software.

You shall indemnify and hold Doftwerks harmless from and against any costs, losses, liabilities, and expenses (including reasonable attorneys fees) arising out of third party claims related to your use of the software or violation of this Agreement.

This EULA, including any addendum or amendment, constitutes the entire agreement between YOU and Doftwerks with respect to the Software and supersedes all prior communications, representations, understandings, or agreements, whether oral or written, relating to the Software or any other subject matter covered by this EULA.