Read the terms and conditions of this license agreement carefully before opening the package containing the computer software and the accompanying user documentation (collectively, the “software”) or before installing / start using the software. the software is copyrighted and licensed (not sold). by opening the package containing the software, you are accepting and agreeing to the terms of this license agreement. if you are not willing to be bound by the terms of this license agreement, you should return the package unopened within seven (7) days of your invoice date, and you will receive a credit or a refund. this license agreement represents the entire agreement concerning the software between you and ray pte. ltd. and it supercedes any prior proposal, representation, or understanding between the parties.

1. LICENSE GRANT. This is a legal agreement between You/ End User and Ray Pte. Ltd. (“Ray”). Ray grants to You, and You accept, a non-transferable, nonexclusive license to use one copy of the Software in machine readable, object code form only, and the accompanying user documentation (“User Documentation”) for the Software, only as authorized in this Agreement. For purposes of this Agreement, the “Software” includes not only the computer program contained in this package and updates thereto, but also all applications or modifications written by Ray for You utilizing the Application Programming contained in the Software (“Ray Tools”), if any. You have a non-transferable, royalty free license to use such applications or modifications under the terms of this License.
2. COPYRIGHT. The Software contains trade secret and proprietary information owned by Ray or its third-party licensors and is protected by copyright laws and international trade provisions. You must treat the Software like any other copyrighted material and, you shall not disclose, copy, transfer or transmit the Software or the User Documentation, electronically or otherwise, for any purpose. All permitted copies of the Software and the User Documentation must include Ray’ s copyright and other proprietary notices.
3. OTHER RESTRICTIONS. You agree that the Software and the User Documentation are proprietary products and that all right, title and interest in and to the Software and User Documentation, including all associated intellectual property rights, are and shall at all times remain with Ray and its third-party licensors. You shall not sublicense, assign, transfer, sell, rent, lend or lease the Software or the User Documentation, or any portions thereof, and any attempt to do so is null and void. You shall not reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code for the Software. The Software shall be used at a single location and for that number of users as has been agreed.
4. LIMITED WARRANTY. For a period of thirty (30) days from the date of Your receipt of the Software (the “Warranty Period”), Ray warrants that the media on which the Software is distributed will be free from defects in materials and workmanship and that the Software will perform substantially in accordance with the functional specifications contained in the User Documentation. Any written or oral information or representations provided by Ray agents, employees, resellers, consultants or service providers with respect to the use or operation of the Software will in no way increase the scope of this warranty.
5. CUSTOMER REMEDIES. If during the Warranty Period the Software fails to comply with the warranty set forth above, Ray’s entire liability and Your exclusive remedy will be either a) repair or replacement of the Software, or if in Ray’s opinion such repair or replacement is not possible, then b) a full refund of the price paid for the Software. The foregoing remedies apply only if You return all copies of the Software to Ray within 30 days of receipt by You. This limited warranty is void if failure of the Software has resulted from accident, abuse, misuse or negligence of any kind in the use, handling or operation of the Software, including any use not consistent with the User Documentation or Ray training.
6. MAINTENANCE. Payment of Ray’s annual maintenance fee entitles You to receive those maintenance services provided to Ray’s general client base for the Software licensed to you. Unless otherwise agreed in writing, Ray’s maintenance obligations do not cover any application, modification or interface written by Ray. You are responsible for (i) installing all Updates and Enhancements to the Software; (ii) updating all other non-Ray software used in conjunction with the Software, including but not limited to operating system software, word processing, spreadsheet, reporting and/or database software; and (iii) upgrading any hardware and memory on the system on which You use the Software. If you are using Ray products that require a common database, you must remain current on maintenance for all products for as long as the software is in use in order to assure the integrity of your Software. Cancellation of maintenance on any one system may cause incompatibilities with related products, and performance of all Software could be adversely affected. Ray has no other responsibilities with respect to Maintenance other than those specified in this Section and will not be responsible for maintaining other than the most current, unaltered release of the Software.
7. No other warranties. ray does not and cannot warrant the performance or results obtained by you in using the software, or that the software will meet your requirements or that the operation of the software will be uninterrupted or error free. except for the warranties set forth above, the software is licensed “as is” and ray expressly disclaims any and all other warranties with respect to the software, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.
8. Limitation on liability. in no event will ray be liable for any indirect, special, incidental, or consequential damages whatsoever (including, without limitation, damages for lost profits, opportunities or contributions, business interruption, loss of business information, good will, or other pecuniary or non-pecuniary loss) arising out of the use of or inability to use the software, even if ray has been advised of the possibility of such damages. in no event, will ray’s liability exceed the license fees paid by you during the 60 days period preceeding notice to ray of your loss.
9. MISCELLANEOUS. This Agreement shall override all other agreement / understanding in respect of the subject matter hereof and all other agreements, representations, communications, and understandings, both oral and written, are superseded hereby. (You may have a separate agreement for maintenance services.) If any court of competent jurisdiction declares any term of this Agreement void or unenforceable, that declaration shall have no effect on the remaining terms hereof. The failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach of this Agreement will not be deemed a waiver by that party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches. Neither party shall be liable for any delay, non-performance or related damages if such delay or non-performance was due to causes beyond its reasonable control, including, but not limited to acts of God, civil emergencies, electrical power failure, loss of communications, or the delay of the other party or third parties.
10. ARBITRATION. Any disputes or claims under this Agreement or its breach shall be submitted to and resolved exclusively by arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996. One arbitrator appointed under such rules shall conduct arbitration. Arbitration shall be in Singapore and the laws of the Singapore shall be applied. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, Ray may sue in any court for infringement of its proprietary or intellectual property rights.