Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.

By clicking “I Agree” when you first install the Software, you agree to be bound by the provisions of this EULA. If you do not agree to be bound by the provisions of this EULA, you must stop the installation.

By agreeing to be bound by this EULA, you further agree that your employees OR any person you authorise to use the Software will comply with the provision of this EULA.

AGREEMENT

1.     Definitions

1.1    Except to the extent expressly provided otherwise, in this EULA:

“Documentation” means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;

“Effective Date” means the date upon which the User gives the User’s express consent to this EULA, following the issue of this EULA by the Licensor;

“EULA” means this end user licence agreement, including any amendments to this end user licence agreement from time to time;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Licensor” means Belun Technology Company Limited, a company incorporated in Hong Kong having its registered office at Unit 225B, Floor 2, Core Building 2, 1 Science Park West Avenue, Hong Kong Science Park, Sha Tin, Hong Kong;

“Licensor Indemnity Event” has the meaning given to it in Clause 6.1;

“Minimum Term” means, in respect of this EULA, the period of 12 months beginning on the Effective Date;

“Services” means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EULA;

“Software” means Belun Ring Management;

“Software Defect” means a defect, error or bug in the Software having an adverse effect on functionality or performance of the Software but excluding any defect, error or bug caused by or arising as a result of:

(a)    any act or omission of the User or any person authorised by the User to use the Software;

(b)    any use of the Software contrary to the Documentation by the User or any person authorised by the User to use the Software;

(c)    a failure of the User to perform or observe any of its obligations in this EULA; and/or

(d)    an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

“Software Specification” means the specification for the Software set out in the Documentation;

“Term” means the term of this EULA, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;

“User” means the person to whom the Licensor grants a right to use the Software under this EULA; and

“User Indemnity Event” has the meaning given to it in Clause 6.3.

2.     Credit

2.1    This document was created using a template from SEQ Legal (https://seqlegal.com).

3.     Term

3.1    This EULA shall come into force upon the Effective Date.

3.2    This EULA shall continue in force until the end of the Term, upon which this EULA shall terminate automatically, subject to termination in accordance with Clause 8 or any other provision of this EULA.

4.     Licence

4.1    The Licensor hereby grants to the User from the date of supply of the Software to the User until the end of the Term a worldwide, non-exclusive licence to:

(a)    install the Software; and

(b)    use the Software in accordance with the Documentation

       subject to the limitations and prohibitions set out and referred to in this Clause 4.

4.2    The User may not sub-licence and must not purport to sub-licence any rights granted under Clause 4.1 without the prior written consent of the Licensor.

4.3    Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence granted under this Clause 4 shall be subject to the following prohibitions:

(a)    the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;

(b)    the User must not alter, edit or adapt the Software; and

(c)    the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.

4.4    The User shall be responsible for the security of copies of the Software supplied to the User under this EULA and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this EULA.

5.     No assignment of Intellectual Property Rights

5.1    Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.

6.     Indemnities

6.1    The Licensor shall indemnify and shall keep indemnified the User against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the User and arising directly or indirectly as a result of any breach by the Licensor of this EULA (a “Licensor Indemnity Event”).

6.2    The User must:

(a)    upon becoming aware of an actual or potential Licensor Indemnity Event, notify the Licensor;

(b)    provide to the Licensor all such assistance as may be reasonably requested by the Licensor in relation to the Licensor Indemnity Event;

(c)    allow the Licensor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensor Indemnity Event; and

(d)    not admit liability to any third party in connection with the Licensor Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Licensor Indemnity Event without the prior written consent of the Licensor,

       and the Licensor’s obligation to indemnify the User under Clause 6.1 shall not apply unless the User complies with the requirements of this Clause 6.2.

6.3    The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA (a “User Indemnity Event”).

6.4    The Licensor must:

(a)    upon becoming aware of an actual or potential User Indemnity Event, notify the User;

(b)    provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity Event;

(c)    allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and

(d)    not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the User,

       and the User’s obligation to indemnify the Licensor under Clause 6.3 shall not apply unless the Licensor complies with the requirements of this Clause 6.4.

7.     Limitations and exclusions of liability

7.1    Nothing in this EULA will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law,

       and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.

7.2    The limitations and exclusions of liability set out in this Clause 7 and elsewhere in this EULA:

(a)    are subject to Clause 7.1; and

(b)    govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.

7.3    The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

7.4    The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

7.5    The Licensor will not be liable to the User in respect of any loss of revenue or income.

7.6    The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

7.7    The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

7.8    The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.

8.     Termination

8.1    The Licensor may terminate this EULA by giving to the User not less than 30 days’ written notice of termination after the end of the Minimum Term.

8.2    The User may terminate this EULA by giving to the Licensor not less than 30 days’ written notice of termination after the end of the Minimum Term.

8.3    Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

(a)    the other party commits any breach of this EULA, and the breach is not remediable;

(b)    the other party commits a breach of this EULA, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c)    the other party persistently breaches this EULA (irrespective of whether such breaches collectively constitute a material breach).

8.4    Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

(a)    the other party:

(i)    is dissolved;

(ii)   ceases to conduct all (or substantially all) of its business;

(iii)  is or becomes unable to pay its debts as they fall due;

(iv)   is or becomes insolvent or is declared insolvent; or

(v)    convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)    an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)    an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this EULA); or

8.5    The Licensor may terminate this EULA immediately by giving written notice to the User if:

(a)    any amount due to be paid by the User to the Licensor under this EULA is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)    the Licensor has given to the User at least 30 days’ written notice, following the failure to pay, of its intention to terminate this EULA in accordance with this Clause 8.5.

9.     Effects of termination

9.1    Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.1, 6, 7, 9, 10 and 11.

9.2    Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights of either party.

9.4    For the avoidance of doubt, the licences of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.

9.5    Within 10 Business Days following the termination of this EULA, the User must:

(a)    return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software; and

(b)    irrevocably delete from all computer systems in its possession or control all copies of the Software.

10.    General

10.1   No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

10.2   If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

10.3   This EULA may not be varied except by a written document signed by or on behalf of each of the parties.

10.4   The User hereby agrees that the Licensor may assign the Licensor’s contractual rights and obligations under this EULA to any successor to all or a substantial part of the business of the Licensor from time to time OR any third party. The User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User’s contractual rights or obligations under this EULA.

10.5   This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.

10.6   Subject to Clause 7.1, this EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

10.7   This EULA shall be governed by and construed in accordance with Hong Kong Law.

10.8   The courts of Hong Kong shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

11.    Interpretation

11.1   In this EULA, a reference to a statute or statutory provision includes a reference to:

(a)    that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)    any subordinate legislation made under that statute or statutory provision.

11.2   The Clause headings do not affect the interpretation of this EULA.

11.3   References in this EULA to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

11.4   In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.