END USER LICENSE AGREEMENT
Pannasoft Ingenuity Demo Version License 

This is an Agreement between, Pannasoft Technologies Sdn Bhd, ("Pannasoft"), owner of the Pannasoft Ingenuity demo  component software ("Software"), and you (Licensee, hereinafter referred to as “You"), for the purpose of specifying the conditions under which Licensee will use the Software.

Important Notice

As part of the purchase process, You agree to accept the terms of this Agreement. This agreement is a legal contract which specifies the terms of the license and warranty limitation between You and Pannasoft for the Pannasoft Ingenuity component software and related documentation. You should carefully read the following terms and conditions before installing or using the Software. Unless You have entered into a separate written license agreement with Pannasoft providing otherwise, installation or use of the Software indicates Your agreement to be bound by these terms and conditions. If You do not agree to these terms, do not attempt to install or use the Software.

Grant of License

Pannasoft hereby grants You a nonexclusive license to install and use the Software by a single individual.

Under the terms of this license You may: 

a) Use this Software on one computer at any one time SOLELY for the purposes of evaluating the Software with a view to potential purchase; and 

b) Copy and distribute verbatim copies of the Pannasoft Ingenuity Demo as You receive it, in any medium, provided that You do not modify it in any fashion and keep intact all the notices that refer to this License and to the absence of any warranty. If You distribute copies of this Software, You shall not charge anything except the cost of the media and a fair estimate of the costs of computer time or network time directly attributable to the copying.

In addition, You shall not, nor permit any party to: 

(i) use the Software for the benefit of any third party, including without limitation, in an outsourcing or timesharing arrangement, or in the operation of a service bureau; 
(ii) sell, lease, loan, sublicense, distribute, grant rights or otherwise transfer the Software to any person, firm, or entity UNLESS You have been appointed Pannasoft's Reseller with exclusive rights and controls for the sale and/or distribution of the same subject to managing and/or monitoring of the same by Pannasoft of the Reseller’s act or actions; 
(iii) reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the Software. Portions of the Software may not be used independently of the Software;
(iv) reproduce, distribute, publicly perform or publicly display the Software except as expressly permitted above, and You may not create derivative works of the Software;
(v) remove any proprietary notices from the Software or any copy thereof;
(vi) export or re-export the Software in violation of Malaysian and/or any applicable International export laws, subject to laws of natural justice based on jurisdictions and international boundaries;
(vii) use the Software in violation of any applicable law, regulation or ordinance as per item (vi) as mentioned above. Further, You may not use the Software or any related services to develop, generate, transmit or store information that: 
a) infringe any third party's intellectual property or other proprietary right; or 
b) make its use illegal in respect thereof, as herein mentioned or subject to the laws and or regulations of any other country or jurisdiction(s), or any other party's rights.
Product Source Code
Subject to the terms and conditions of this License, Pannasoft reserves the rights to protect ALL or Part of its Software product source code, in encrypted form, and they will not be available upon purchase. 
Software

The Software comprises a number of components including, but not limited to, files containing code in binary form (the "Code"). You may not publish, translate, assign, rent, lease, transfer, export or otherwise make available the Code to any person or entity other than in its original format. You may not attempt to reverse engineer the Code in any way.


Documentation

You may not publish, translate, rent, lease, transfer, export or otherwise make available the Documentation to any person or entity other than in its original format.
Delivery and Installation 
Unless otherwise agreed by Pannasoft, You are solely responsible for receipt, delivery and installation of the Software, except as specified herein and/or unless otherwise agreed in advance, through prior cross-communication, by the parties, Pannasoft is not obligated to provide training, maintenance or support of any kind for the Software. 
Upgrades

If the Software and related documentation are provided as an upgrade to an earlier licensed release of the Software, then You must have a valid license to operate such earlier release of the same version and edition as the upgrade to install or use the upgrade. All software being upgraded is deemed to be part of the Software and is subject to this Agreement.
Modifications to the Software
Subject to the terms and conditions of this License and during the effective term only of this License, You may alter and/or modify the Software and You may sublicense the Software to third parties for the sole, limited purpose of altering and/or modifying the Software in accordance with the terms set forth herein. You agree and acknowledge that any alteration or modification of the Software 
a) is made and used at Your own risk, 
b) may be used only by You for Your internal purposes in accordance with the limited purposes set forth in this License, and 
c) may not directly or indirectly be sold, resold, licensed, distributed or otherwise transferred to any third party or parties. This prohibition applies to both altered Pannasoft Code and any new code developed by license holders specifically for use with the Software. The foregoing restrictions shall survive the termination or expiration of this License. The only exceptions to these restrictions are modifications that are freely shared on the Software’s web site.
Your Responsibilities
In addition to the other terms and conditions set forth in this License, You are responsible for providing and maintaining all equipment and Internet connections necessary to install and properly use the Software, including, without limitation, computer hardware and software, modems, and telephone and/or network services. Pannasoft does not access, control, edit or screen any message or posting content transmitted using the Software or related services; therefore, You are solely responsible for the receipt or transmission of any and all content using the Software as and when You use the Software.
Copyright

The Software is owned by Pannasoft Technologies Sdn Bhd and is protected by Malaysian copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. You shall treat the Software like any copyrighted material. Pannasoft Ingenuity is the Intellectual Property of Pannasoft. Except for the limited license granted to You, Pannasoft reserves all rights, title and interest to the Software and all associated icons and graphics. Title to and ownership of the Software, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of Pannasoft. You shall not take any action to jeopardize, limit or interfere with Pannasoft’s ownership of and rights with respect to the Software. You acknowledge, herewith, that any unauthorized copying or use of the Software and/or graphics is a breach of this License.

No Additional Rights or Licenses

You acknowledge and agree that except for the rights granted in this Agreement, all other rights, and all title and interest in and to the Software (as an independent work and as an underlying work serving as a basis for any application You may develop) and related documentation remain the sole and exclusive property of Pannasoft, and that You will not derive or assert any title or interest in or to the Software or related documentation. Without limiting the generality of the foregoing, You do not receive any rights to any patents, copyrights, trademarks rights to the Software or related documentation. This Agreement does not authorize You to use Pannasoft's name or any of its trademarks.


Term and Termination

The license granted for the Pannasoft Ingenuity software will continue until it is terminated. Pannasoft may terminate any license granted herein if You fail to comply with the terms of this Agreement. Upon the termination of a license for any reason, You must promptly return to Pannasoft or destroy all originals and copies of the Software and related documentation covered by the license in Your possession and remove from all hard drives, networks, and other storage media all copies of The Software.

Disclaimer of Warranties
THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND YOU ASSUME ALL RISK WITH ITS INSTALLATION, CONFIGURATION AND USE AND AS SUCH THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY PANNASOFT, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. FURTHER, PANNASOFT DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, ACCURATE, COMPLETE, OR ERROR-FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMS THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SOFTWARE AND ANY ASSOCIATED SERVICES. SOME COUNTRIES OR STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU, HOWEVER, THIS SHALL BE SUBJECT TO MALAYSIAN AND/OR INTERNATIONAL LAWS ON JURISDICTION.
By way of example, without limitation, Pannasoft provides no warranties of any kind to any end-users accessing or otherwise using applications developed or otherwise obtained by You.

The warranties do not cover damage or defects caused by or related to misuse, accident, negligence or misapplication. Because programs such as this are inherently complex, Pannasoft does not warrant that the Software is error-free or will operate without interruption. Furthermore, Pannasoft does not warrant that the Software will work with any given database, network or network application.

You acknowledge that due to the complexity of the Software, it is possible that use of the Software could lead to the unintentional loss or corruption of data. You assume all risks of such data loss or corruption; the warranties provided in this Agreement do not cover any damages or losses resulting from data loss or corruption.
Export Controls
The Software and all underlying information and technology is subject to Malaysian export controls, including any Export Administration Regulations, recognized internationally and may be subject to export or import regulations in other countries, based on accepted Malaysian and/or International laws on jurisdiction related to the source of the creation, production and sale of the Software. You are responsible for complying with all trade regulations and laws, both foreign and domestic, that is, Malaysian.
Governance

This Agreement shall be construed, interpreted and governed by the laws of Malaysia. You agree that this is the complete and exclusive statement of the Agreement between You and Pannasoft Technologies Sdn Bhd which supersedes any proposal or prior agreement, oral or written, and any other communications between us regarding the subject of this Agreement. If any provision of this Agreement is found unenforceable, it will not affect the validity of this Agreement, which shall remain valid and enforceable according to its terms.
Indemnity
You agree to indemnify, hold harmless, and defend Pannasoft, at Your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Pannasoft arising out of or relating to Your 
a) violation or breach of any term of this License, and or 
b) use or misuse of The Software.


Limitation of Liability
YOU ASSUME ALL RISK ASSOCIATED WITH THE INSTALLATION AND USE OF THE SOFTWARE (INCLUDING WITHOUT LIMITATION ALL CONDUCT ASSOCIATED WITH ADMINISTRATION). IN NO EVENT SHALL PANNASOFT BE LIABLE WHETHER IN CONTRACT, EXPRESS OR IMPLIED WARRANTIES, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, INABILITY TO USE EQUIPMENT, COMPUTER FAILURE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR PERFORMANCE OF ANY RELATED SERVICES, IRRESPECTIVE OF, EVEN IF PANNASOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PANNASOFT'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO PANNASOFT FOR THE USE OF THE SOFTWARE. YOU HEREBY RELEASE PANNASOFT FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME COUNTRIES OR STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU, BUT SHALL BE SUBJECT TO MALAYSIAN AND/OR INTERNATIONAL LAWS ON JURISDICTION.
Refunds
Pannasoft does not accept any returns nor make any refunds for the Software. Not with standing the foregoing, You may return the Software and receive a refund if all of the following apply: 
a) You have verified that Your Web server meets Pannasoft's systems requirements; 
b) Pannasoft has been unable to install the Software on Your server pursuant to a service agreement between You and Pannasoft; and 
c) the request for a refund has been made before the delivery of Your purchased product license key(s). Your refusal to permit Pannasoft to install the Software will void Your right to a refund.
General Provisions 
The terms set forth in this License and any related service agreements constitute the final, complete and exclusive agreement with respect to the Software and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this License shall nonetheless remain in full force and effect. Any term of this License may be amended and the observance of any term may be waived only with the written consent of the parties. The failure of Pannasoft at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
This License shall be governed by and construed in accordance with Malaysian and/or International laws and without regard to its conflict of rules on such respective laws, giving emphasis to rules on recognized jurisdiction. Any legal proceeding arising out of or relating to this Agreement will be subject to the exclusive jurisdiction based on Malaysian and/or International laws and in particular on the basis of the founding and existence of Pannasoft, that is, with its expressed jurisdiction being in Malaysia, irrespective of whether the Software is made available for downloading, for You, from servers in Malaysia or otherwise. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods shall not apply.
Miscellaneous

This Agreement is the complete agreement between You and Pannasoft concerning the Software and related documentation. The failure or delay of Pannasoft to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.


