CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. YOU
ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY CLICKING THE ICON
LABELED "I ACCEPT" OR PUTTING A CHECK IN THE CHECK BOX INDICATING THAT YOU HAVE
READ THIS AGREEMENT AND ACCEPT IT™S TERMS. IF YOU DO NOT AGREE TO THIS LICENSE,
YOUR ORDER WILL BE CANCELED, THE SOFTWARE WILL NOT BE DOWNLOADED AND YOU WILL
NOT BE CHARGED.
License Grant
"You" means the person or company who is being licensed to use the Software
or Documentation. "We," "us" and "our" means VIP Online Mall and/or VIP Online Mall.
We hereby grant you a nonexclusive license to use one copy of the Software on
any single computer, provided the Software is in use on only one computer at any
time. The Software is "in use" on a computer when it is loaded into temporary
memory (RAM) or installed into the permanent memory of a computer-for example, a
hard disk, CD-ROM or other storage device.
If the Software is permanently installed on the hard disk or other storage
device of a computer (other than a network server) and one person uses that
computer more than 80% of the time, then that person may also use the Software
on a portable or home computer.
Title
We remain the owner of all right, title and interest in the Software and
related explanatory written materials ("Documentation").
Archival or Backup Copies
You may copy the Software for back up and archival purposes, provided that
the original and each copy is kept in your possession and that your installation
and use of the Software does not exceed that allowed in the "License Grant"
section above.
Things You May Not Do
The Software and Documentation are protected by United States copyright laws
and international treaties. You must treat the Software and Documentation like
any other copyrighted material-for example, a book. You may not:
Copy the Documentation,
Copy the Software except to make archival or backup copies as provided
above,
Modify or adapt the Software or merge it into another program,
Reverse engineer, disassemble, decompile or make any attempt to discover
the source code of the Software,
Place the Software onto a server so that it is accessible via a public
network such as the Internet, or
Sublicense, rent, lease or lend any portion of the Software or
Documentation.
Transfers
You may transfer all your rights to use the Software and Documentation to
another person or legal entity provided you transfer this Agreement, the
Software and Documentation, including all copies, updates and prior versions to
such person or entity and that you retain no copies, including copies stored on
computer.
Limited Warranty
We warrant that for a period of 90 days after delivery of this copy of the
Software to you:
The media on which this copy of the Software is provided to you will be
free from defects in materials and workmanship under normal use, and
The Software will perform in substantial accordance with the
Documentation.
To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS
IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE
DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED
WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, regardless of whether we know or had reason to know of your particular
needs. No employee, agent, dealer or distributor of ours is authorized to modify
this limited warranty, or to make any additional warranties.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO
YOU.
Limited Remedy
Our entire liability and your exclusive remedy for breach of the foregoing
warranty shall be, at our option, to either:
Return the price you paid, or
Repair or replace the Software or media that does not meet the foregoing
warranty if it is returned to us with a copy of your receipt.
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST
PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM
THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER
OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY
CLAIM BY ANY OTHER PARTY.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO
YOU.
Term and Termination
This license agreement takes effect upon your use of the software and remains
effective until terminated. You may terminate it at any time by destroying all
copies of the Software and Documentation in your possession. It will also
automatically terminate if you fail to comply with any term or condition of this
license agreement. You agree on termination of this license to destroy all
copies of the Software and Documentation in your possession.
Confidentiality
The Software contains trade secrets and proprietary know-how that belong to
us and it is being made available to you in strict confidence. ANY USE OR
DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER
THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A
VIOLATION OF OUR TRADE SECRET RIGHTS.
Disputes
This license agreement shall be governed by, construed and enforced in
accordance with the laws of the Singapore, as it is applied to agreements
entered into and to be performed entirely within such jurisdiction.
To the extent you have in any manner violated or threatened to violate VIP Online Mall and/or its affiliates' intellectual property rights, VIP Online Mall and/or its affiliates may seek injunctive or other appropriate
relief in any state or federal court in the State of Singapore, and you
consent to exclusive jurisdiction and venue in such courts.
Any other disputes will be resolved as follows:
If a dispute arises under this agreement, we agree to first try to resolve it
with the help of a mutually agreed-upon mediator in the following location:
Singapore. Any costs and fees other than attorney
fees associated with the mediation will be shared equally by each of us.
If it proves impossible to arrive at a mutually satisfactory solution through
mediation, we agree to submit the dispute to binding arbitration at the
following location: Singapore, under the rules
of the American Arbitration Association. Judgment upon the award rendered by the
arbitration may be entered in any court with jurisdiction to do so.
General Provisions
This written license agreement is the exclusive agreement between you and
us concerning the Software and Documentation and supersedes any prior purchase
order, communication, advertising or representation concerning the Software.
This license agreement may be modified only by a writing signed by you and
us.
In the event of litigation between you and us concerning the Software or
Documentation, the prevailing party in the litigation will be entitled to
recover attorney fees and expenses from the other party.
You agree that the Software will not be shipped, transferred or exported
into any country or used in any manner prohibited by the United States Export
Administration Act or any other export laws, restrictions or regulations.
