License Agreement
The present License Agreement is a legal agreement between you and ESSEL TECHNOLOGIES LIMITED (“ESSEL”).
By concluding the present Agreement, ESSEL exercises powers on software product disposition on the basis of the Agreement dated August 18, 2010. ESSEL carries out all rights and obligations regarding the software product disposition on right holder’s behalf in full.
The software package includes set of scripts, and may include associated media, printed materials, and "online" or electronic documentation, such as administration and installation manual. By purchasing, accessing or otherwise using the software products, you agree to be bound by the terms of this License Agreement.

1. THIS LICENSE AGREEMENT GRANTS YOU THE FOLLOWING RIGHTS

1.1. In accordance with the terms of the present Agreement and for a remuneration, ESSEL provides you with a right to use one copy of the software product. The present license is unexclusive (ordinary). For the granted right to use the software product you pay ESSEL the license fee in the amount indicated for the corresponding license on the software product site. Settlements are effected by placing an online order on the software product site or by any other convenient way previously agreed on by the Parties. The Software Product will be delivered to you as a hosted solution (as a service) or via other Internet means after the payment is approved by payment processing system and received by ESSEL in full.

1.2. This License Agreement authorizes you to install and use a single copy of the software product on a single domain name or IP address. If you install additional copies, even if such additional copies are located on the same domain and/or the same IP, such usage is prohibited unless additional licenses are purchased or a license allowing installation on several domains is purchased (hereinafter referred to as multidomain license). If a multidomain license is purchased you have the right to install the software product on several domains, on the same IP address, server, directory or different IP addresses, servers, directories. The number of licenses and terms of their installation and use subject to the description of multidomain license presented on the software product advertising site.


2. COPYRIGHT

2.1. All rights for the software product, including any source code, images, photographs, animations, and text incorporated into the software product, the accompanying printed materials, and any copies of the software product, are protected by the current legislation as items of intellectual property. Any customization, translation, modification, or revision of the source code of the software product does not contain right to selling, licensing, giving away, or otherwise distributing such source code either in full or any subpart thereof. Creation of other products based on this software product or usage of the source code is prohibited.

2.2. For the purposes of this License Agreement, copyright infringement includes the acts of selling, licensing, giving away, or otherwise distributing all or any part of the source code contained in this software product, or using all or any part of the source code to create derivative works. Copyright infringement for purposes of this License Agreement shall also include using all or any part of the source code of the software product as part of another program that you or any subsequent party either sells, licenses, gives away, or otherwise distributes via any method. Copyright infringement under this License Agreement shall also include the act of appropriating any of the concepts, techniques, programming methods, or algorithms contained in the source code for the software product if the infringing party viewed or otherwise had access to the source code in any way, even if the source code of the infringing product has been modified or obfuscated so as to appear different from the source code of the software product. Access to the source code of the software product by the infringing party shall constitute proof of copyright infringement under this License Agreement if any of the other conditions above have been satisfied.

2.3. Copyright notices. Under all circumstances, you are prohibited from removing any of the copyright notices from the software, whether contained in the program code or within the HTML pages that the program generates. Removal or alteration of said copyright notices shall constitute a material breach of this License Agreement. You agree that if you remove copyright notice in violation of this section, ESSEL shall have the option of assessing a monetary penalty against you for such violation in lieu of terminating the license to use the software product.

2.4. You are authorized to use open source code of the software product only for personal purposes: for implementing necessary changes into the software product or adding necessary functions. Sale, licensing, transfer and any other code distribution is forbidden. You may not use open source code of the software product and its separate scripts (parts) as components of other programs which are sold, licensed, transferred or distributed in any other way.

2.5. The validity period of the present License Agreement is not limited. The present Agreement is automatically cancelled once you break any of its clauses. In this case you are obliged to stop further use of the software product, eliminate all its copies and components. You agree that in case of a breach of clauses of the Agreement ESSEL is authorized to use any means necessary for assertion of its copyright, which includes removing the software remotely, via Internet or limiting access to it. Also in case you break the clauses of the present Agreement, you forfeit the right to return the amount of money paid under the present Agreement.

2.6. The mark about the copyright holder for the software product (copyright). In all circumstances you are forbidden to remove any copyright marks contained in the programming code or inside HTML pages and generated by the program. Removal or modification of any records about the copyright possession shall be a reason for cancelling the present License Agreement. You agree that in case of removal of any copyright marks, ESSEL shall be authorized to impose money sanctions on you, which will also implicate cancelling the license validity. Nevertheless, you are authorized to remove all the visible copyrights such as links to the site of the software product.

2.7. ESSEL does not bear responsibility for any content located by you in the programming product and also for the content, provided by third-parties.

3. LIABILITIES OF PARTIES

3.1. You agree not to disclose or divulge any information whatsoever about the software product in any printed, electronic, or other formats either now known or hereafter developed or to cause or direct any other individual, company, organization, or other entity to undertake the activities outlined above, without the prior express written consent of ESSEL. It is not allowed to harm the reputation of the company with the purpose of resignation of requirements or requests within the scope of this License Agreement. In case of violation of the above mentioned provisions of the given clause of the License Agreement you shall be held financially liable by judicial procedure in accordance with the current legislation. Such financial liability is intended to compensate for damages and thus constitute a remedy and not a penalty.

3.2. You agree to indemnify ESSEL for all losses caused by violations of terms of the present Agreement, as well as losses caused as a result of you transferring the data to third parties, whether or not this was done with your consent. Such third parties may include hosting companies (individuals), ISP, your customers, business partners, or any other parties.

3.3. You agree to use due diligence to safeguard and protect the software product and all source code from non-authorized third parties.

3.4. You specifically agree to indemnify ESSEL for all losses that it may incur due to the theft of all or any part of the source code of the software product while in your possession.

3.5. You are absolutely liable for legalness of usage of the software product and also for all the actions referring to the data which is located by yourself in the software product.

4. TECHNICAL SUPPORT AND UPDATES (UPGRADES)

4.1. ESSEL provides support and technical assistance for all licensed copies of the software product, except for technical assistance for third-party applications integrated in the software product, which is provided by ESSEL to the extent technically feasible. ESSEL has a right to deny technical assistance for a third-party application integrated in the software product which does not work due to the fault of a third party developer or due to your fault. ESSEL reserves the right to determine time frame and amount of assistance provided. Abnormal support issues may incur additional service fees. ESSEL has the right to request access information to files and database of the software product necessary to carry out technical support. In case of your refusal to provide the indicated details rendering of technical support may not be possible.

4.2. In cases of issues caused through your fault, technical support may require an additional fee and is subject to the terms of additional warranty provided for such cases.
4.3. If the software product implies receiving updates (further upgrades) that were guaranteed to you with the software product license, you may apply the upgrade to the initial version of the product or use the new version of the software product (a single copy on a single domain or IP) after having removed the initial version of the software product.

4.4. ESSEL determines time frame and delivery terms of software product upgrades provision. You may choose to upgrade software product or not to.

4.5. Upgrades are provided for licensed software products copies only. A new version of software product is provided for a licensed copy of the same software product and may not be technically compatible with the previous version of software product. The upgrade may also be not compatible with customized (either by you or by developers of ESSEL upon your request) versions of software products.

4.6. ESSEL provides upgrades both within version or next version of the software product for free within 12 months after the initial purchase, except as otherwise expressly provided by the product description on the site. In case you request an upgrade 12 months after the initial purchase of the software product, the software product upgrade will require an additional fee. Upgrade installation, data transfer and other activities connected with version upgrade of the software product, if such are necessary, may also incur an additional fee.

5. HOSTING SERVICES

5.1. ESSEL provides hosting services to their clients for an extra charge in accordance with the hosting plan the client selects. You agree to provide necessary information to ensure proper functioning of all additional services of ESSEL that you selected. You agree that you are entirely responsible for maintaining the confidentiality of your customer login, password (collectively, the "Account Access Information"). You agree you are entirely responsible for any and all activities that occur under your account. You agree to notify ESSEL immediately of any unauthorized use of your account or any other breach of security.

5.2. In case you desire to terminate your use of ESSEL hosting services, you are responsible for notifying ESSEL no earlier than 10 days and no later than 3 days prior to your billing date. ESSEL has no obligation to monitor your use of the services. ESSEL reserves the right to review your use of the services and to cancel the services in its sole discretion. ESSEL reserves the right to terminate your access to the services at any time, without notice, for any reason whatsoever. ESSEL reserves the right to change account access information for security reasons, in this case the new info shall be provided to you.

5.3. The backup of the files will be stored on ESSEL server during 1 month after your hosting account expiration. After this period expires, all the files will be deleted from ESSEL server without any recover capability.

5.4. As a condition of your use of ESSEL software and services, you agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and you agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree you will not be entitled to a refund of any fees paid to ESSEL if, for any reason, ESSEL discovers your improper or illegal use of its hosting services.

5.5. You agree to use hosting account provided by ESSEL only for installation of licensed software in accordance with all local, international laws, regulations and requirements. In case of use of illegal software, your hosting account will be terminated without a right to compensation of the amount you paid ESSEL for hosting services.

6. OTHER CONDITIONS

6.1. Amendments. You agree that, in order to maintain the ongoing license to use the software product, ESSEL shall have the right to post reasonable amendments to this License Agreement from time to time at its web sites. After such amendments are applied to the present License Agreement, your further actions on use of the software product will be governed by the amendments applied. Such amendments are necessary to protect the intellectual property rights of the right holder and may not impose additional or ongoing fees for using the software product other than those that you agreed to when signing the present Agreement.

6.2. You agree that it shall be your responsibility to monitor the License Agreement posted online and ensure ongoing compliance with its terms. In case of nonfulfillment of this obligation you bear all possible risks.

6.3. You agree that ESSEL has the right to mention your name and/or your web site as a customer site on the web sites of ESSEL, printed or electronic materials and mass media. Such mentioning may include displaying your site logo and linking to your web site.

7. LEGAL TERMS

7.1. The present Agreement applies to the territories of the Parties location.

7.2. The present Agreement is constituted in accordance with the current legislation of the Kenya.
7.3. All disputes regarding this Agreement shall be governed by the current legislation of Kenya at the location of ESSEL.

7.4. By licensing the software product under this License Agreement, you confirm that you have full legal capacity of effecting the present deal, make any claims in accordance with the legislation of Kenya.

7.5. In case you commit any violations of the present clause of the License Agreement, you shall reimburse ESSEL for all losses incurred as a result of this violation and for all expenses related to the enforcement by ESSEL of its legal rights under this Agreement.

8. RESPONSIBILITY

8.1. ESSEL does not warrant that the functions of the software product received under the present Agreement will meet all your requirements or that operation of the software product will be uninterrupted or error free.

8.2. ESSEL is not responsible for possible errors or technical imperfections you may find in a third-party developer's application integrated in the software product.

8.3. You assume all responsibility for selecting the software product to achieve your intended results, and for the use and results obtained from the software product. ESSEL is not responsible if the software product does not operate on your server or computer.

8.4. ESSEL does not bear responsibility for any defects that appeared through your fault. You assume the entire risk of using the program and the entire cost of any service and repair.

8.5. In case it is proved that the software defects appeared through the fault of ESSEL, its responsibility is limited to the amount paid by you under the present Agreement.

8.6. Failure to install the program is not a valid reason for requesting a refund of the purchase price.

BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT THERE SHALL BE ABSOLUTELY NO REFUNDS OF AMOUNTS TRANSFERRED TO ESSEL TECHNOLOGIES LIMITED FOR REASONS INCLUDING FAILURE TO INSTALL THE PROGRAM, A CHANGE IN MARKET CONDITIONS, A CHANGE IN BUSINESS OR WEB SITE STRATEGY, A CLAIM THAT THE PRODUCT DOES NOT SUIT YOUR NEEDS OR IS NOT WHAT YOU EXPECTED, ERRORS OR TECHNICAL IMPERFECTIONS OF THIRD-PARTY APPLICATIONS INTEGRATED IN THE SOFTWARE PRODUCT WHICH ARE BEYOND THE LIMITS OF COMPETENCE OF ESSEL TECHNOLOGIES LIMITED, MODIFICATIONS OF THE SOURCE CODE IMPLEMENTED BY YOU OR UPON YOUR CONSENT THAT ALTER THE FUNCTIONALITY OF THE SOFTWARE PRODUCT OR THAT ARE NOT IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING THE SOFTWARE PRODUCT, THE UNAVAILABILITY OF ESSEL TECHNOLOGIES LIMITED FOR CUSTOMIZATIONS TO THE SOFTWARE PRODUCT, OR FOR ANY OTHER SIMILAR REASON. BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED DUE DILIGENCE IN ASCERTAINING THAT THE SOFTWARE PRODUCT WILL RUN ON YOUR WEB SERVER (HOSTING ACCOUNT) AND THAT IT WILL MEET ALL YOUR NEEDS.
SOFTWARE PRODUCT IS HOSTED FOR YOU ONLY AFTER YOUR PAYMENT IS APPROVED BY PAYMENT PROCESSING COMPANY. ONCE PRODUCT IS DELIVERED YOU MAY NOT CLAIM ANY REFUND. IN CASE YOU CANCEL YOUR ORDER PRIOR TO DELIVERY YOU MAY CLAIM REFUND, HOWEVER PROCESSING FEES MAY APPLY.

This document constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral.