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Eridge House, Coach & Horses Passage, The Pantiles, Tunbridge Wells, TN2 5NP, England.

SOFTWARE LICENSE AGREEMENT


IMPORTANT: BY INSTALLING THE SOFTWARE SUPPLIED BY TROIKA ON A
COMPUTER SYSTEM YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS
AGREEMENT.

1.

General

In these conditions of license:


Troika means Troika International Limited; a company based in England and with
its normal place of business at Eridge House, Coach & Horses Passage, The Pantiles,
Tunbridge Wells, TN2 5NP, United Kingdom.
Customer means the person, firm or company licensing the software from Troika
the Licensed program means the software supplied by Troika
System means one (1) computer system
Agreement means this agreement in its entirety
License Key means license key in either physical (Dongle) or in software form
(Flex/Flexera) as supplied by Troika
Non-Transferable License means a license that cannot be transferred without
Troikas written consent. Troika may at its own discretion make a charge for
transferring a license.

2.

Software License Agreement

Troika agrees to grant and the Customer agrees to accept on the following terms and
conditions, a Non-Transferable License to use the Licensed program, to be supplied
to the customer following the agreement to purchase the Licensed program.
Troika does not sell rights in its Licensed programs and specifically retains all rights
therein and the title thereto including, but not limited to, copyright and intellectual
property rights, which remain the right of Troika.

3.

Period of License

This license to use Troikas software will commence on the date that the Licensed
program is installed on a computer system. The License hereby granted is either
perpetual, time limited or event limited as defined in the agreement under which
the license was purchased and subject to full payment terms having been met, the
software having been satisfactorily registered with Troika and subject to any right of
termination being applied under Clause 7 of this Agreement.

Troika International Limited. The Pines, Boars Head, Crowborough, TN6 3HD Registered in England 03990424.

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Eridge House, Coach & Horses Passage, The Pantiles, Tunbridge Wells, TN2 5NP, England.

For security reasons Troika will renew License keys on an annual basis even where
the license purchased is perpetual or extends across the annual renewal date. The
license key renewal will be for the version of the Licensed program to which the
Customer is entitled and this may be an historic version if support and maintenance
has not been maintained and there is no entitlement to version upgrades.

4.

License

The License hereby granted under this Agreement authorises the Customer to use
the Licensed program enabled by the License Key supplied by Troika. The Licensed
program, as a single entity, may be removed from one System and transferred to
another System owned and operated by the Customer provided always that the
Licensed program is only used on one System at a time for a single use (Call) unless
a separate license fee has been paid for each additional System whereby a separate
License Key or entitlement will have been supplied by Troika.
This agreement, and any of the Licenses, programs or materials to which it applies
may not be assigned, sub-licensed or otherwise transferred by the customer without
Troikas prior written consent.
No right to print or copy in whole or in part, the Licensed program is granted except
as expressly provided under clause 5 of this Agreement. This License is personal to
the Customer and the Customer is expressly prohibited from lending, hiring, renting,
selling or otherwise transferring the Licensed program, or its documentation, to a
third party without Troikas prior written consent.
The extent of this License may be enlarged to enable multiple Calls upon the License
simultaneously, access across a local area network (LAN) within a single small area
such as a building, across a wide area network (WAN) such as specific offices within a
company group, an enterprise license which may cover a whole company or a
combination of extensions. Such extensions to the allowance to use the License on a
wider basis will incur a charge and shall be specified within the quotation and invoice
supplied by Troika which will become part of the license.
Where the license to use the software is granted free of charge, by way of a trial or
by way of a time limited or perpetual gift, the software may have limited
functionality and be restricted in its output. Such a license to use the software does
not include any commercial use nor allow the user to use the software in
conjunction with an existing paid for license even if the user is part of or associated
with an organisation which already has access to a paid for license. Any commercial
use of a free license not authorised by Troika in writing will constitute a breach of
the license terms.

Troika International Limited. The Pines, Boars Head, Crowborough, TN6 3HD Registered in England 03990424.

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Eridge House, Coach & Horses Passage, The Pantiles, Tunbridge Wells, TN2 5NP, England.

5.

Permission to Copy Licensed Programs

The customer shall not copy, in whole or in part, any Licensed program which is
provided by Troika under this Agreement. Any Licensed program which is provided
by Troika in machine readable form may be copied in whole for a) back-up purposes,
or b) for archival purposes, provided however, that no more than two (2) copies will
be in existence under any License at any one time without Troikas prior written
consent. Any and all such copies are subject to the terms and conditions of this
License Agreement.

6.

Protection and Security

The Customer agrees not to provide or otherwise make available a Licensed program
to any person other than its employees and/or duly authorised agents without the
prior written consent of Troika and at all times to retain the Licensed program at the
address registered by the customer at the time of acceptance.

7.

Termination

Troika may terminate this Agreement forthwith upon written notice in any of the
following events, namely:
7.1
That the Customer commits a breach of any of the terms and the
conditions hereof and in circumstances where such breach is capable of
rectifications has failed to rectify such breach within one (1) week of receiving
written notice requiring it to so do, or;
7.2
The Customer becomes insolvent or compounds with its creditors or
goes into liquidation, including for the purposes of reconstruction or amalgamation
or has a receiver of its assets appoints, or takes or suffers any similar or analogous
action on account of debt, or;
7.3
Where the Customer is an individual or partnership, he or any partner
dies or any steps are taken to make a bankruptcy order against his or any partner, or;
7.4
The Customer defaults on the standard payment terms of Troika,
either for purchase of the Licensed program/s or for the ongoing software
maintenance charges, or related services to be provided by Troika and charged to
the Customer.
Within seven (7) days of the termination of the License under this Agreement, the
customer will furnish Troika with a letter verifying that the original and copies in
whole, or in part, in any form, including partial copies or modifications of the
Licensed program received or made in connection with such License, are returned to
Troika by recorded delivery and that no copies still exist at any of the customers
sites.

Troika International Limited. The Pines, Boars Head, Crowborough, TN6 3HD Registered in England 03990424.

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Eridge House, Coach & Horses Passage, The Pantiles, Tunbridge Wells, TN2 5NP, England.

8.
Restrictions
Customer shall not, nor permit any person (including any Authorised User) to:
8.1 reverse engineer, reverse compile, decrypt, disassemble, or otherwise
attempt to derive the source code of the Licensed Software (except to the
extent that this restriction is expressly prohibited by law);
8.2 modify, translate, or create derivative works of the Licensed Software;
8.3 sublicense, resell, rent, lease, distribute, market, commercialise, or
otherwise transfer rights or usage to the Licensed Software (except as
expressly permitted under this Agreement);
8.4 remove, modify, or obscure any copyright notices or other proprietary
notices or legends appearing on or in the Licensed Software, or any portion
thereof;
8.5 transfer, use, or export the Licensed Software in violation of any
applicable laws, rules, or regulations of any government or governmental
agency;
8.6 use the Licensed Software or any system services accessed through the
Licensed Software to disrupt, disable, or otherwise harm the operations,
software, hardware, equipment, and/or systems of a business, institution, or
other entity, including, without limitation, exposing the business, institution,
or other entity to any computer virus, trojan horse, or other harmful,
disruptive, or unauthorised component; or
8.7 embed the Licensed Software in any third-party applications, unless
otherwise authorised in writing in advance by an officer of Troika.

9.

Upgrade and Enhancements

10.

Warranty

Troika may from time to time and at its sole discretion provide upgrades to the
revision of the Licensed program covered by this agreement. Upgrades will only be
provided to those Customers who are covered by a separate Support and
Maintenance Agreement and who have paid the required support and maintenance
fee in full for the Licensed program. Upgrades will cover bug fixes and
enhancements.

Troika warrants that the Licensed program has been designed and tested to perform
the tasks stated in documentation supplied by Troika to the Customer regarding
specific uses, provided that all terms and conditions of use, as defined in the
documentation have been complied with. This warranty only applies if the Customer
has made no unauthorised modifications to the Licensed program and provided that
no one other than Troika personnel, or their nominated representative, has installed

Troika International Limited. The Pines, Boars Head, Crowborough, TN6 3HD Registered in England 03990424.

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Eridge House, Coach & Horses Passage, The Pantiles, Tunbridge Wells, TN2 5NP, England.

upgrades to the Licensed program except as instructed with routine upgrades issued
by Troika.

11.

Limitation of Liability

The above mentioned warranty is in lieu of all other representations, warranties,


conditions and guarantees of any kind, express or implied (by statute, common law,
collaterally or otherwise) including, but not limited to the implied conditions of
merchantability and/or fitness for a particular purpose. Under no circumstances
shall Troika be liable to the Customer or to third parties for loss of profit or direct or
indirect loss or damage whether special consequential or otherwise and howsoever
arising including, but not limited to, loss of profit or loss or damage arising from
breakdown or failure of the license program, or programs, and in no event shall the
total liability of Troika (howsoever arising) exceed the amount paid by the customer
for the Licensed program/s covered by this specific agreement.

12.

General

11.1 Failure by either party to enforce any of the terms and conditions of
this Agreement shall not be construed as a waiver of rights hereunder.
11.2 No variation or amendment of or additions to the terms and
conditions of this Agreement shall be effective unless prior written agreement has
been obtained from both parties.
11.3 This Agreement forms the entire agreement for the supply of the
Licensed program or programs. It does not cover software maintenance or updates
or upgrades or software modules or programs written at the specific request of the
Customer, said terms shall be covered by separate agreement between Troika and
the Customer.
11.4 This agreement shall cover any routine or periodic updates and
enhancements made to the Licensed software by Troika.

13.

The Governing Law


The Governing Law of this license Agreement shall be that of England.

Troika International Limited. The Pines, Boars Head, Crowborough, TN6 3HD Registered in England 03990424.

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