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IMPORTANT NOTICE: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE
This license agreement ("License") is a legal agreement between you ("Customer" or "you") and RAYONG ENGINEERING AND PLANT SERVICE CO., LTD or based on where you live, one of our affiliates ("REPCO" or "we") for this software product ("Software "), which includes the Documentation (as defined in clause 2 below). BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE OR CLICKING "I ACCEPT" WHEN PROMPTED, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ACCEPTING THIS LICENSE ON BEHALF OF ANOTHER PERSON OR LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ACCEPT ON BEHALF OF AND BIND THAT PERSON OR LEGAL ENTITY TO THIS LICENSE. If you do not agree, you must not install or use the Software.

1. Issue and Use of Software and Supporting Hardware
license Fee(s): the fees payable by the Customer to REPCO for Use of the Software excluding VAT and all other relevant taxes where applicable, as specified by REPCO from time to time.
License Period: in relation to any Software, the period for which the Customer is permitted to Use the Software, as specified by REPCO.
Maintenance Release: means any upgrade, update, enhancement, improvement or modification to the Software including without limitation error corrections and patchesbut shall not include any new version of the Software which from time to time is publicly marketed and offered for purchase by REPCO in the course of its normal business.Notice File: means the file within the Software.
Use: means utilisation of the Software by copying, transmitting or loading the same into the temporary memory (RAM) or installing into the permanent memory (e.g . hard disk, DVD ROM or other storage device) of the Customer's hardware for the processing of the system instructions or statements contained in such Software and copying the Software for back-up purposes to the extent that such copies are reasonably necessary for the Customer's operational security and Use within the scope of this License provided that no more than one (1) copies will be in existence under any license at any one time without REPCO 's prior written consent except as otherwise permitted by the applicable law and utilising the Documentation provided that the Customer shall not copy the whole or any part of the Documentation and shall not remove any trademark, copyright or proprietary notices from the Documentation.
1.1 REPCO hereby grants to the Customer a non-exclusive, non-transferable, non-assignable and non-sub�licensable, license to Use the Software and to make use of the Documentation for the duration of the License Period.
1.2 The Customer shall maintain accurate and up-to-date records of the number, location and date of creation of all copies of the Software and take all necessary steps to prevent unauthorised copying.
1.3 The Customer shall not reproduce, modify, adapt, merge, translate, disassemble, decompile, recompile or reverse engineer the Software or create derivative works based on the whole or any part of the Software or incorporate the Software into any other software program not provided by REPCO, unless being approved by REPCO in writing.
1.4 The Customer shall use the Software only for its internal business purposes and shall not make the Software and/or the Documentation available for use to any third party without REPCO's prior written consent. It shall not transfer the Software to another location or to other equipment without the consent of REPCO such consent not to be unreasonably withheld, delayed or conditioned.
1.5 In the event that the Customer suspects or becomes aware of third parties using REPCO's software without a valid license from REPCO then it shall as soon as reasonably practical notify REPCO of its suspicions.
1.6 REPCO reserves the right to vary, amend, modify or delete any product sales codes assigned to the Software for identification and/or inventory purposes only.
1.7 Customer agrees to be bound by the terms and notices contained in the Notice File.
1.8 Customer shall install all Maintenance Releases as soon as reasonably practicable after receipt where REPCO has notified Customer that the Maintenance Release has been issued to correct an infringement of a third party's Intellectual Property Rights, or an error in the functionality of the Software.
1.9 Subject to clause 1.10 below and unless otherwise agreed between the parties or varied by REPCO on its website as will be informed afterwards. REPCO shall only support the current and the version immediately preceding the current version of the Software.
1.10 REPCO reserves the right to "end of llfe" any Software product in accordance with its end of life policy which can be located on its website as will be informed afterwards.
1.11 To the extent that any provision in this section is in conflict with other terms and conditions within this Agreement then this section shall supersede such other terms and conditions with respect to Trial Software, but only to the extent necessary to resolve the conflict. Where an evaluation license has been granted or the Software is supplied for the purposes of training, beta testing or other non-commercial use ("Trial Software") you may only use the Trial Software for those purpose and not for general production use. Unless agreed otherwise, you have 30 days from the delivery of the license file to evaluate the Trial Soft ware. If you decide to use the Software after the trial period has finished you must obtain a valid license or cease using and delete any Trial Software from your computer systems. Trial Software provided for evaluation is done so on an "as is" basis and REPCO does not provide any support or warranty. You acknowledge that any research and development you perform using the Trial Software is done so entirely at your own risk. In relation to beta software you shall hold all information regarding the product confidential and shall not, without the prior written consent of REPCO, disclose any information relating to the beta software to any person or entity other than your representatives who need such information for the purpose of participating in the proposed evaluation and testing of the beta software. If so requested you will provide feedback regard in your evaluation and testing of the beta software.
1.12 REPCO and its affiliated companies take all legal steps to eliminate piracy of their software products. In this context, the Software may include a security mechanism that can detect the installation or use of illegal copies of the Software, and collect and transmit data about those illegal copies. Data collected will not include any customer data created with the Software. By using the Software, you consent to such detection and collection of data, as we)) as its transmission and use if an illegal copy is detected. REPCO also reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to the Software. You may not take any steps to avoid or defeat the purpose of any such measures. Use of any Software without any required lock device or authorization key provided by REPCO is prohibited.

2. Documentation Documentation: the documentation provided by REPCO for the Software, in machine readable form, including but not limited to the technical documentation, program specification and operations manual.
2.1 The Customer is allowed to make a reasonable number of copies of the Documentation for its internal use only without REPCO's prior written approval.

3. Hardware Hardware: means any dongles, or other physical devices required for the use of Software (if any).
3.1 Unless specified otherwise, the Customer shall procure, at its own expense, any hardware and related technology required for the implementation and effective functioning of the Software as recommended by REPCO (if any).
3.2 In case of Supporting Hardware supplied by REPCO, the Customer shall use any Supporting Hardware in accordance with REPCO's instructions.
3.3 The Supporting Hardware provided by REPCO shall remain REPCO's property. REPCO reserves the right to withdraw or change the Supporting Hardware as it sees fit.

4. Confidentiality Affiliate/s: includes in relation to either party each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party.
Confidential Information: means all information (however recorded or preserved) disclosed by a party or its Affiliates, its employees, officers, representatives or advisers (together its "Representatives") to the other party and that party's Representatives concerning: any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients , pricing and plans, of the disclosing party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs).
4.1 Each party undertakes that it shall not at any time during this License, and for a period of five years after receipt of Confidential Information, disclose to any person any Confidential Information of the other party except as permitted by clause 4.2 below.
4.2 Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the receiving party's obligations under this License, and in the case of REPCO, for the purposes of assisting REPCO to ensure Customer's compliance with this license. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with clause 4.1 above; and
(b) as may be required by law, court order or any governmental or regulatory authority. 4.3 No party shall use any other party's Confidential Information for any purpose other than to perform its obligations under this License.

5. Warranty
5.1 REPCO does not warrant that the use of the Software will be uninterrupted, error-free or free from viruses. The existence of any errors or viruses shall not constitute a breach of this License.
5.2 Other than in relation to Trial Software for which no warranty is given, in the event that the Customer discovers a material error which substantially affects its Use of the Software and REPCO is notified of the error within ninety days from the date of this License REPCO shall at its sole option either:
a) use all reasonable endeavours to correct by patch or Maintenance Release (at REPCO's option) that part of the Software exhibiting a material error; or
b) replace the Software; or
c) terminate this License immediately by notice in writing to the Customer and refund any of the License Fees paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software and all copies thereof, PROVIDED THAT i) such material error has not been caused by any modification, variation or addition to the Software not performed by REPCO or caused by its incorrect use, use outside the terms of this License or intended use of the Software, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible; and ii) the Customer provides all the information that may be necessary to assist REPCO in resolving the defect or fault, including sufficient information to enable REPCO to re-create the defect or fault. For the avoidance of doubt for the purpose of this clause REPCO shall consider as " incompatible" all hardware which it has not specifically stated that it will support even if the Software happens to work in whole or in part on such hardware.
5.3 EXCEPT AS EXPRESSLY SET OUT IN THIS LICENSE, ALL CONDITIONS, WARRANTIES, TERMS AND UNDERTAKINGS, EXPRESS OR IMPLIED , WHETHER BY STATUTE, COMMON LA W, TRADE PRAC TICE, CUSTOM, COURSE OF DEALING OR OTHERWISE (INCLUDING WITHOUT LIMITATION AS TO QUALITY, PERFORMANCE OR FITNESS OR SUITABILITY FOR PURPOSE) IN RESPECT OF THE SOFTWARE, THE DOCUMENTATION AND THE PROVISION OF SUPPORT ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

6. Intellectual Property Rights Intellectual Property Rights means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
6.1 REPCO owns or is licensed to use all copyright and other Intellectual Property Rights relating to the Software and Documentation. Nothing in this clause transfers ownership of any Intellectual Property Rights belonging to the Customer or a third party which relates to data uploaded onto or created using the Software.
6.2 In relation to the Software, and subject to a maximum liability equivalent to the License Fees received by REPCO from Customer in the twelve months preceding the claim being brought, REPCO hereby indemnifies and will keep indemnified the Customer against any damages, losses, costs or expenses that are awarded by a competent court to be paid by the Customer to a third party in respect of a successful claim that the Software infringes a third party's Intellectual Property Rights ("Infringement Claim" ). PROVIDED THAT the Customer :
(a) has not done, permitted or suffered to be done anything which may have been an infringement of the copyright of a third party;
(b) is using the latest Maintenance Release of the Software, where such use would have prevented the Infringement Claim.
(c) notifies REPCO in writing within seven days of any such claim;
(d) does not make any admission as to liability or compromise or agree any settlement of any claim without REPCO's prior written consent, or otherwise prejudice REPCO or any other third party's defence of any claim;
(e) give REPCO, or such person as REPCO shall direct, immediate and complete control of all negotiations and litigation arising from any claim; and
(f) give REPCO and such other third parties as REPCO shall direct all reasonable assistance with the conduct or settlement of any such negotiations or litigation.
6.3 If in REPCO's opinion the Software infringes the copyright of a third party, or is likely to infringe the copyright of a third party, REPCO shall have the right in its absolute discretion to:
(a) procure the right for the Customer to continue using the Software in accordance with the terms of this License;
(b) make such alterations, modifications or adjustments to the Software so that it becomes non-infringing;
(c) replace the Software with non-infringing software; or
(d) terminate this License and refund to the Customer the unused proportion of any License Fees as applicable paid by the Customer.
6.4 The Customer shall indemnify REPCO against all liabilities, costs and expenses (including without limitation all legal fees) which REPCO may incur as a result of any claim attributable to data uploaded onto or created using the Software and the use or possession by the Customer of the Software and Documentation other than in accordance with the provisions of this License.
6.5 If the customer brings any claim that the Software infringes an existing patent, this License and the Customer' s right to the use the Software shall automatically terminate immediately.
6.6 Where the Customer has the express right to make copies of the Software, all copyright notices and all other legends of ownership must be reproduced on each copy or partial copy of the Software.

7. limitation of liability
7.1 REPCO shall not be liable to the other Party for any indirect, special, incidental, consequential or punitive damages of any kind, including, without limitation, loss of profits, loss of revenue, loss or damage to goodwill, loss of use, business interruption, loss of data, or cost of cover, regardless of the basis or legal theory of liability, whether in contract, tort, strict liability or otherwise, even if REPCO has been advised of the possibility of such damages. REPCO shall not in any circumstances have any liability for any losses or damages which may be suffered by client (or any person claiming under or through client), whether the same arise in contract, tort (including for negligence or for breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise howsoever, unless they resulted solely from the gross negligence, willful misconduct or fraud of service provider and are not otherwise excluded or limited by this section.
7.2 REPCO's total liability under this agreement for damages, regardless of the basis or legal theory of liability, whether in contract, tort, strict liability or otherwise, shall not, in any event, exceed, in the aggregate, 10 (ten) percent of the fees actually paid for the use of such relevant Software by Client to REPCO for 12 months period preceding the event that gave rise to the claim, provided that the Client giving rise to the claim for damages (less any refunds or credits, if any) within the twelve (12) months from the date of the event that gave rise to the claim.

8. Record Keeping, Audit, Verification, Excess Use and Compliance Monitoring
8.1 Record Keeping During the Software Term and for a period of two (2) years thereafter, You shall maintain complete and accurate records documenting the location and use of the Software in a manner sufficient to permit A REPCO to conduct an audit.
8.2 Audit Right. During the Software Term and for a period of two (2) years thereafter, REPCO shall be permitted to audit and or shall be permitted to have its designee audit (at least once annually and in accordance with REPCO's standard procedures, which may include on-site and/or remote audit of facilities, system, records, and personnel) the usage of the Software and Your compliance with this Agreement. REPCO will conduct any such audit during regular business hours. You shall cooperate reasonably in the conduct of such audit, Any reasonable and actual costs incurred by REPCO for such audit shall be paid by You if the audit result indicate usage in excess of the licensed quantities or levels by at least five percent (5%). underpayment of any fees by at least five percent (5%), or breach of this Agreement.
8.3 Compliance Certificate Within thirty (30) days of receipt of REPCO�s written request. You shall REPCO with a signed certification of compliance with the Software licensing conditions, provided, however. that REPCO shall not request more than one compliance certificate annually.
8.4 Excess Use if Your use of any Software exceeds the permitted usage metrics, then You will be subject to additional fees for such excess usage at REPCOs then current rates. You will execute an additional Order Form or amendment to the applicable Order Form for such additional usage and the fees for such additional usage will accrue from the date the excess usage began (together with on interest rate of one and one-half percent (1.5%) per month or partial month from the date such excess usage began until payment The assessment of additional fees shall be without prejudice to REPCO's other rights and remedies with respect to such excess usage.
8.5 Compliance Monitoring REPCO may conduct Compliance Monitoring and You consents to such Compliance Monitoring. REPCO reserves the right to use a hardware lock device, license administration software, and or a license authorization key to control access to the Software. You may not take any steps to avoid or defeat the purpose of any such measures Use of any Software without any required lock device or authorization key provided by REPCO is prohibited For the avoidance of doubt, You shall be solely responsible for its failure to comply with any license and usage restrictions for REPCO's software products

9. Suspension and Termination Change of Control: occurs if a person or entity who Controls any body corporate ceases to do so or if another person or entity acquires control of it. Control: means in relation to a body corporate, the power of a person or entity to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person or entity: (a) by means of the holding of shares, or the possession of voting power, in or in relation to, that or any other body corporate; or (b) by virtue of any powers conferred by the constitutional or corporate documents , or any other document , regulating that or any other body corporate.
9.1 REPCO may suspend provision of any service, including the supply of any Software or License Entitlement Manager, or terminate this License immediately on written notice to Customer, where : (a) the Customer has not paid the License Fees; or (b) the Customer is in material or persistent breach of any of the terms of this License (including any breach identified as a result of an audit) and either that breach is incapable of remedy, or the Customer fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; (c) there is a Change of Control of the Customer or in an Affiliate; or ' (d) the Customer is unable to pay its debts or becomes insolvent, or is subject to an order or a resolution for its liquidation , or has an administrator or other receiver, manager, trustee, administrator or similar officer appointed over all or any substantial part of its ass et s, or enters into or proposes any composition or arrangement with its creditors, or is subject to any analogous event or proceeding in any applicable jurisdiction. (e) in the reasonable opinion of REPCO the Customer's actions may result in REPCO being in breach of any Export Control Laws and/or sanctions.
9.2 Termination shall not affect any rights or remedies that accrued prior to termination.
9.3 On termination of this License for any reason: (a) all rights granted to the Customer under this License shall cease ; (b) al l amounts owed by Customer to REPCO shall become due and payable ; and (c) the Customer shall immediately destroy or return to REPCO (at REPCO's option) all copies of the Software and Documentation and any Supporting Hardware then in Its possession, custody or control and, in the case of destruction, certify to REPCO that it has done so.
9.4 Any provision of this License which expressly or by implication is intended to come into or continue in force on or after termination of this License shall remain in full force and effect.

10. Third Party Rights
10.1 No person other than a party to this Agreement, and the irrespective successors and permitted assigns, shall have any rights to enforce any term of this Agreement.

11. Force Majeure
11.1 Subject to compliance with clause
11.2 neither party shall be in breach of this License nor liable for delay in performing, or failure to perform, any of its obligations under this License if such delay or failure results from events, circumstances or causes beyond its reasonable control ("Force Majeure Event"), and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three months, the party not affected may terminate this License by giving fourteen days ' written notice to the other party. 11.2 The affected party must:
a) promptly notify the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
(b) provide reasonable evidence that it could not have avoided the effect of the Force Majeure Event by taking precaution s which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken; and
(c) have used, and continue to use, all reasonable endeavours to mitigate the effect of the Force Majeure Event to enable it to carry out its obligations under this License in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible .

12. Notices
12.1 If you have a dispute with REPCO or if you wish to serve notice under any of the indemnity provisions or if you become subject to insolvency or other similar legal proceedings you will promptly send written notice in the English language to REPCO marked for the attention of the Group Legal Counsel.

13. Compliance with Laws
13.1 Both parties represent, warrant and covenant that they possess and will maintain all licenses and authorisations necessary to comply with their obligations under this License.
13.2 Customer shall comply fully with all applicable laws of the country in which it is located, and in which the Software is to be used.
13.3 Customer confirms that to date it has not breached any applicable laws and regulations and will promptly report any breach, or any event which reasonably suggests a breach, of the applicable laws and regulations .

14. Export Export laws and regulations of the United Kingdom, European Union, the United States and any other relevant local export laws and regulations apply to the Software. You agree that such export control laws govern the use of the Software (including technical data) and any service s, deliverables provided under this License, and regardless of any disclosure made by you to REPCO of an ultimate destination of the Software, you agree to comply with all such export laws and regulations (including "deemed export") and "deemed "re-export" regulations). You agree that no data, information, program and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical or biological weapons proliferation, or development of missile technology. You shall indemnify, defend and hold REPCO harmless for any breach of your obligations pursuant to this clause.

15. Waiver
15.1 No failure or delay by a party to exercise any right or remedy provided under this License or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy . No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16. Severance
16.1 If any court or competent authority finds that any provision of this License (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this License shall not be affected.
16.2 The parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and , to the greatest extent possible, achieves the parties' original commercial intention .

17. Variation
17.1 No variation to the terms of this License shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Assignment
18.1 You may not assign this License or give or transfer the Software and/or any services or an interest in them to another individual or entity.

19. Language
19.1 This License is drafted in the English language. If this License is translated into any other language, the English language text shall prevail.
19.2 Any notice given under or in connection with this License shall be in the English language. All other documents provided under or in connection with this License shall be in the English language, or accompanied by a certified English translation.

20. Law and Jurisdiction
20.1 This Agreement is governed by and is to be construed in accordance with the laws of Thailand, without giving effect to its conflict of laws principles.
20.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it .