Within the AGREEMENT unless otherwise specified:

"APPLICABLE LAWS" means all laws, ordinances, rules, regulations, by-laws, decrees, orders and the like, whether of governmental or other authority or agencies having jurisdiction over the PARTIES and the SOFTWARE, or any of them and which are or may become applicable.

"AGREEMENT" means the present License Agreement and any other documents attached to those with any future amendments thereto.

"PARTY" means either SOFTECH or YOU as the case may be and PARTIES shall be construed accordingly.

"THIRD PARTY" means any PERSON or GROUP OF PERSONS that is not represented in this AGREEMENT.

"PERSON" means any individual, company, firm, partnership, association or body corporate, as the case may be.

"SOFTECH" means Softech Global Associates, a company organized and existing under the Laws of Nigeria and having its registered office at 2, Turigo Street, Port Harcourt, Rivers, Nigeria

"You and Your" means the person or business entity who purchased this License to use this Software or for whom such License was purchased.

"Software" collectively means all the software. You have received from SOFTECH with this license.

"Documentation" means the manual and any other printed material provided by SOFTECH with the Software.

"License" means the license purchased and granted pursuant to this Agreement.

License Grant: SOFTECH grants You, and You purchase, subject to the following terms and conditions, a nonexclusive, nontransferable right to use the accompanying copy of the Software (in object code form) on only one Licensed Machine at a time. SOFTECH and/or its Licensors reserves all rights not expressly granted to YOU.

Protection of Software: You agree to take all responsible steps to protect the Software and Documentation from unauthorized copying or use. The Software source code represents and embodies trade secrets of SOFTECH and/or its licensors. The source code and embodied trade secrets are not licensed to YOU and any modification, addition, or deletion is strictly prohibited. You agree not to disassemble, decompile, or otherwise reverse engineer the Software in order to discover the source code and/or trade secrets contained in the source code. 

Compatibility: The Software is only compatible with certain computers and operating systems. THE SOFTWARE IS NOT WARRANTED FOR NON-COMPATIBLE SYSTEMS. Call SOFTECH Customer Support (08023139085) or your Vendor for information about compatibility.

Software: SOFTECH warrants that if the Software fails to substantially conform to the specifications in the Documentation and if the nonconformity is reported in writing by You to SOFTECH within 90 days from the date that the License is purchased, then SOFTECH will either remedy the nonconformity or offer to refund the License Fee to You upon return of all copies of the Software and Documentation to SOFTECH. In event of a refund the License shall terminate.

DISCLAIMER OF WARRANTIES: SOFTECH MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. SOFTECH DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. SOFTECH DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL SATISFY YOUR REQUIREMENTS OR THAT THE SOFTWARE AND DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED.

LIMITATION ON LIABILITY: SOFTECH AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE OR DOCUMENTATION IS LIMITED TO THE TOTAL OF ALL PAYMENTS MADE BY OR FOR YOU FOR THE LICENSE. SOFTECH SHALL NOT IN ANY CASE BE LAIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF SOFTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOFTECH IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF SOFTWARE, LOSS OF DATA, COSTS OF RECREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM, OR CLAIMS BY ANY PARTY OTHER THAN YOU.

5.1 Price
Unless otherwise expressly provided for in the AGREEMENT, the prices stated in the Software are:

• YearlySubscription Fee to be paid once in a 12-calender month
• Service Charge Fee to be paid once for each Student registered for each Academic Term.
• The prices are flexible and are subject to revision, escalation, or any adjustment due to current market status at SOFTECH's convenience. Charges of any associated equipment and/or resources of any kind required by YOU are not included in the YeralySubscription Fee and/or Service Charge Fee.

5.2 Payments

• SOFTECH shall provide YOU with an approved Payment Gateway to make YOUR payments
• YOU shall make full remittance of the agreed prices for the Yearly Subscription Fee and Service Charge Fee for all the registered students to SOFTECH.
• The payment shall be deemed as made on the date SOFTECH receives value of the payment.
• Your account will be LOCKED if your subscription expires and renewal is not made.

SOFTECH shall have the right to terminate the AGREEMENT with immediate effect and without indemnity or liability of any nature to YOU in the following cases:

• breach of any material provision in the AGREEMENT, or in case of total or partial non-compliance of the terms in this AGREEMENT and after notification to YOU of the breach and requesting YOU to remedy the breach within a reasonable time limit.
• if for reasons provided for above, SOFTECH wishes to terminate the AGREEMENT, SOFTECH shall serve written notice thereof to YOU.

Governing Law: This Agreement shall be governed by, and interpreted in accordance with the law of Federal Republic of Nigeria.

Notices: Any notice given under or in connection with the AGREEMENT shall only be effective if given in writing to the address of the PARTIES indicated in this AGREEMENT by one of the following methods specified below:

• if personally delivered by hand, at the time of delivery at the relevant address;
• if sent by recorded delivery or registered post, when received at the recipient's address.

Each PARTY shall promptly notify the other PARTY of any change in the above address.

Waiver: No waiver of any right under this Agreement shall be effective unless in writing, signed by a duly authorized representative of SOFTECH. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.

Severability: If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.

Entire Agreement: This Agreement sets forth the entire understanding and agreement between YOU and SOFTECH and may be amended only in writing signed by both parties. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE REPRESENTATIONS OR PROMISES OF THIS AGREEMENT ABOUT THE SOFTWARE.