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SOFTWARE LICENSE AGREEMENT

This Software License Agreement is for the use of ZOCIAL EYE, WARROOM, INFLUENCER DIRECTORY, (hereinafter will be referred to as the “Software”) developed, operated and managed by Wisesight (Thailand) Company Limited (hereinafter will be referred to as the “Licensor” or “Company”)

Whereas, The Client, either the individual or juristic entity, (the “Licensee“) is using the Software of the Licensor under the terms and conditions that the Parties have agreed in the Quotation, Purchase Order or any other instruments (if any) including free of charger using,  represent and undertake that the Licensee have read, understand and agree to be bound by the terms and conditions under this Software License Agreement (the “Agreement“).   

The Company may make changes to this Agreement from time to time and the Company will post the amended Agreement on the Software. The Licensee understands and agrees that the continued use of the Software after any such amendment constitutes the acceptance of the amended Agreement.

1.1. The Licensor agreed to allow the Licensee to use the Software for the purposes that are directly related to the business of the Licensee. The Licensor shall deliver the Software to Licensee and provide related service to the Licensee as agreed by the parties.

1.2. The Licensor is having the right and the beneficial ownership of the intellectual property contained in the Software, whether currently available or to be developed, modified or created by the Licensor in the future, including the customization of Software for the Client needs under this Agreement. However, The Licensee shall be only the temporary user of the Software. Nothing in this Agreement shall be construed as transferring Software rights to the Licensee, by the rights in the Software shall remain the full ownership of the Licensor, which shall include any know-how related to the Software.

Under the Licensing of this Agreement, the Licensee cannot sub-license, transfer or assign the license to use the Software to any third party other than the related person specified by the Licensor. This License is not the exclusive license to the Licensee under the following conditions:

2.1. The Licensor shall not be obliged to provide the Licensee with the source code;

2.2. he Licensee shall only use the Software at the Licensee’s principal office, or at such other locations as may be approved by the Licensor;

2.3. Use of the Software shall be limited to the Licensee’s authorized representatives and such other persons as are approved by the Licensor for purposes specifically related to the Business; 

2.4. The Licensee shall not resell the Software to any third party unless obtaining the prior written consent from the Licensee;

2.5. The Licensee shall not make copies of the Software, except as may be required for the purpose of the Business or as permitted by this Agreement or furnish or distribute copies of the Software, or any portion thereof, to any third party, or to permit the use of any copy of the Software, or any portion thereof, by any third party, or to decompile, reverse-engineer, or otherwise attempt to reconstruct the source code of the Software.

2.6. The Licensee shall not make copies of related materials, except as may be required for the purpose of the Business or as permitted by this Agreement;

2.7. The Licensee shall not remove or obscure any copyright or trademark notices of the Licensor as displayed and embedded in the Software; 

2.8. The Licensee shall not further develop the Software either for its own use or for the use of the others’ person;

2.9. For the use of the Software for data processing through the integration with the social media platform (including without limitation Twitter, Facebook, Instagram, Google) (the “Social Media”), the Licensee agree that the content extracted for the Social Media (the “Social Media Content”) and provided by the Licensor to the Licensee pursuant to the terms under this Agreement shall not be used by, or knowingly displayed, distributed, or otherwise made available to:

2.9.1. any public sector entity (or any entities providing services to such entities) for surveillance purposes, including but not limited to: (i) investigating or tracking social media’s users or their Social Media Content; and; and (ii) tracking, alerting, or other monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings);

2.9.2. any public sector entity (or any entities providing services to such entities) whose primary function or mission includes conducting surveillance or gathering intelligence;

2.9.3. any entity for the purposes of conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual for any unlawful or discriminatory purpose or in a manner that would be inconsistent with our users’ reasonable expectations of privacy;

2.9.4. any entity to target, segment, or profile individuals based on health (including pregnancy), negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law;

2.9.5. any entity that is reasonable to believe will use such data to violate the Universal Declaration of Human Rights.

2.9.6. For the avoidance of doubt, if law enforcement personnel request information from the Licensee about the Social Media Content or the social media users for the purposes of an ongoing investigation, the Licensee shall inform and contact the Licensee immediately and shall not take any action until and unless there is a clear written instruction given by the Licensor.

2.10. The failure to comply with this Clause of the Licensor shall result in the royalties or compensation for losses or damages that the Licensee shall pay to the Licensor as the Licensor seems appropriate.

3.1. The Licensee shall pay the Service Fee in return for the use of Software and Service (Collectively referred to as “Service Fee”) (if any) to the Licensor according to the rate and conditions set out in the Quotation.

3.2. Unless otherwise agreed between the parties, the payment of Service Fee shall be made within 30 (thirty) days from the date of the invoicing by the Licensor. 

3.3. In the event of any delay in payments, the Licensor shall be entitled to charge the interest as set by the law, from the due date until the payment has been made completely.

3.4. During the period of uncompleted payments, the Licensor shall have the unilateral right to suspend the use of Software of the Licensee and/or terminate the Services or any other duties by the Licensee shall not be able to claim for any damages during such period exercising by the Licensor.

4.1. Subject to the terms and conditions in this Agreement, the Licensor warrants to the Licensee that: 

4.1.1.the Software will perform in substantial accordance with the functional specifications under this Agreement and the Service Level Agreement; 

4.1.2. the Licensor has the right, title and interests in the Software to grant the license pursuant to the terms and conditions of this Agreement;

4.1.3. If the Software is unable to be used completely or malfunctions, the Licensor agrees to fix the Software to work properly or reinstall a new Software which has the same specifications and standards as the Software without delay from the date of notification of the Licensor without any additional charges.

4.2. The Licensor shall not warrant that

4.2.1. the Software is error-free or able to operate at all times without fault; 

4.2.2. all programming errors will be corrected; or 

4.2.3. the Software will be customized to meet all of the Licensee’s requirement

4.3. The Licensor’s warranty shall not be extended in case that the Software malfunctions is caused by the extrinsic causes not attribute to the Licensor, including without limitation

4.3.1. neglect or misuse by the Licensee, or other failure by the Licensee to comply with the instructions set forth in the related materials;

4.3.2. corrections or modifications of the Software by the Licensee which are not provided or recommended by the Licensor; 

4.3.3. the Licensee’s failure to permit the Licensor to install the required and necessary updates and/or changes in the Software; or the new products and services necessary for the performance and function of the Software requested by the Licensee and agreed to integration of the Software by the Licensee with other computer programmes not recommended by the Licensor; or 

4.4.5. the malfunction caused by malware, including but not limited to viruses, trojan horses, worms and ransomware; and the Licensor shall be entitled to claim for the applicable service fee at the rate as agreed between the Parties for the performance of any reparation and replacement of the Software in such circumstances as requested in writing by the Licensee;

4.4.6. The malfunctions or failing to use the Software result from the Social Media System

5.1. TO THE FULLEST EXTENT POSSIBLE AND PERMITTED UNDER THE APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL THE LICENSOR AND/OR ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF THE LICENSEE OR USERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY, OR USE OF THE SOFTWARE, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK, OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE. 

5.2. SUBJECT TO THE ABOVE CLAUSE AND TO THE FULLEST EXTENT POSSIBLE AND PERMITTED UNDER THE APPLICABLE LAW, THE LICENSOR SHALL BE RESPONSIBLE FOR DAMAGES AT THE ACTUAL AMOUNT; PROVIDED THAT THE TOTAL LIABILITY IN THIS AGREEMENT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY OR OTHERWISE TO ANY OTHER PARTY), SHALL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES THAT THE LICENSOR HAS ALREADY RECEIVED FROM THE LICENSEE UNDER THIS AGREEMENT AT ANY POINT IN TIME.

6.1. Under the conditions set out in this Agreement, an existence or the contents of the Services including the information and documents that are sensitive the the Parties may acquire concerning the business or affairs of each Parties in the course of delivering the Services (Including but not limited to a Shared personal data, Services Fee, Information contained in the completion of Works) (“Confidential Information”) shall be treated by the other party as strictly confidential, shall be used strictly for the purpose of this Agreement, and shall not be disclosed to third parties, except as required by law and regulations governing the parties, in which case such Confidential Information will be disclosed only after consultation with the Party disclosing such Confidential Information. Any release of Confidential Information pursuant to this Agreement by a party to any third party shall require prior written approval from the other party, which shall not be unreasonably withheld.  

6.2. After the Agreement ends, at the request of any party, the other party shall immediately return or destroy all documents and other media that contain Confidential Information, including permanently delete all Confidential Information stored electronically and shall indemnify and hold the opposite party harmless for any damages or claims arising from the failure of the party to comply with this obligation under this Agreement. For the avoidance of doubt, the return of the Confidential Information under this Clause shall not release any party from their obligations.

2.3. The obligations of non-disclosure in this Agreement shall survive the termination of this Agreement.

7.1. This Agreement shall terminate when the period in the Quotation has expired or when it has been terminated by any party.

8.1. No Assignment. Except for the assignment of rights under this Agreement by the Licensor to its affiliates, this Agreement shall not be assigned, or otherwise transferred by either party without the written consent by the other Party.

8.2. No Agency. The relationship between the Parties hereunder shall be that of an independent manner.  Either Party shall have no authority to legally bind other Party.  Nothing contained herein shall be deemed to create the relationship of employer and employee, or principal and agent, joint venture or partner between the Parties. Either Party shall not be inferred of being the agent, employee, legal representative, partner, or joint venture of the other Party for any purpose whatsoever.

8.3. No Solicitation. Each Party undertakes that, during the Term of this Agreement and 1 year after, except with the prior written consent of the other Party, such Party shall not, either on its own account or for any other person, firm, or company, solicit, interfere with, or endeavor to entice away any employee or the customer of the other Party or any employee or the customer of any company associated with the other Party.

8.4. Force Majeure. Either Party shall be excused from performance of this Agreement, and shall not be held liable for any delay in its performance, in whole or in part, caused by the occurrence of any contingency beyond its reasonable control, or beyond the control of its subcontractors and suppliers, including without limitation war, sabotage, insurrection, riot, acts of a public enemy, a failure or delay in transportation, acts of any government or any agency or subdivision thereof affecting the terms hereof, accident, fire, earthquake, explosion, flood, severe weather, or other such forces beyond either party’s reasonable control, or a shortage of labor, fuel, raw material, or machinery.

8.5. Entire Agreement. This Agreement sets forth the entire agreement of the Parties concerning the subject matter as defined under this Agreement and shall supersedes all prior and contemporaneous agreements concerning the subject matter.  

8.6. Non-Waiver. The waiver or modification or the failure to insist upon the performance of the terms of this Agreement by either Party shall not void, waive, or modify any other terms or conditions hereunder and shall not be construed as a waiver or relinquishment of such a Party’s rights to such performance or to the future performance of such a term.

8.7. Severability. If any provision contained in this Agreement is or becomes invalid, illegal, or unenforceable, whether in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of this Agreement.  The Parties shall negotiate in good faith to replace such an invalid or illegal provision with a valid and legal provision that is as similar to the original as possible.

8.8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Thailand. In the event of any dispute, the court in Thailand shall settle the Dispute.