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DATA SYSTEM SOFTWARE LICENSE AGREEMENT A data system software license agreement, or end-user license agreement (EULA), is a contract between the owner or publisher of the software and the customer. Software agreements are typically made when a customer is using a commercial off-the-shelf software (COTS) system. END-USER SOFTWARE LICENSE AGREEMENT THIS AGREEMENT is made as of the date user creates his firm in universal-payroll.net ("Effective Date") by Firm and/ or Individual (“LICENSEE”) and between Gamia Technology Solutions Limited (“LICENSOR”), an Information Technology based organization, with office at Shop 15, Jameela Plaza, Phase 3 Road, Kubwa, Federal Capital Territory, Nigeria and the User Firm or Individual as detailed in organizational details in universal-payroll.net, being an individual or body corporate, with offices as specified in the software registration and hereby known as “LICENSEE”. The software registration is by default done by the administrator who should be an acceptable authority in an organization or individual with rights and privileges to so commit the organization or individual. WHEREAS, LICENSOR is the owner of this Software or app – universal-payroll.net and its Documentation as defined in the “User Manual” immediately provided after the License Agreement in the registration process of the Software; WHEREAS, LICENSEE desires to use such Licensed Software; and WHEREAS, LICENSOR desires to grant to LICENSEE and LICENSEE desires to obtain from LICENSOR a nonexclusive license to use the Software and related Documentation solely in accordance with the terms and on the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows. 1. DEFINITIONS A. "Designated Equipment" shall mean the hardware products designated with which the Software is licensed for use. B. "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Software which are furnished to LICENSEE by LICENSOR in connection with the Software. C. "License Fee" shall mean the amount of payment to be made by the LICENSEE in advance for the use of the software. This shall be primarily based on timed period of one month, several months leading to a year or several years. Initial cost of deployment and training are negotiable and outside the scope of this agreement. D. "Software" shall mean the computer programs in machine readable object code form hosted in the cloud using DigitalOcean cloud service and any subsequent error corrections or updates supplied to LICENSEE by LICENSOR pursuant to this Agreement. Software and/or software documentation may be amended from time to time by the parties in writing without prior notice but communicated to the LICENSEE to facilitate a seamless experience in software usage. 2. LICENSE GRANT LICENSOR hereby grants to LICENSEE a nonexclusive right and license to use the Software on the number of primary systems of Designated Equipment identified on Schedule A hereto for a period of number of months or years paid for in advance. The effective date for payment starts from the Effective Date of this Agreement which is after the first one month of the two trial period (and in line with the “License Term”). The Software shall be used only on such primary systems if they are operating properly. If any primary system is down, the Software may be used on a backup system for that primary system. Both parties agree to abide by the terms of this agreement. The LICENSEE shall use not more than Five systems simultaneously for data processing, except agreed otherwise. 3. DELIVERY A. LICENSOR shall deliver to LICENSEE an online copy of the Software licensed hereunder in web forms or pages, suitable for use, in electronic files only. Hard copies can be printed and/or soft copies saved where possible and kept by the organization as backup. B. The software product is programmed to prepare salaries and wages of staff, related deductions like PAYE, cooperative and union deductions among others, are obtained as sub-deliveries. 4. MODIFICATIONS A. Error Corrections and Updates. LICENSOR will provide LICENSEE with error corrections, bug fixes, patches, or other updates to the Software licensed hereunder in web forms or pages to the extent available in accordance with LICENSOR's release schedule periodically from date of commencement of the agreement. The licensor is at liberty to decide free updates that will be made available to the licensee through cloud service. B. Other Modifications. LICENSEE may, from time to time, request that LICENSOR incorporate certain features, enhancements, or modifications into the Software. LICENSOR may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of LICENSOR's licensees. This shall be done at additional cost to the licensee if such request entails addition of new modules and not being an improvement of the existing modules. C. Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of LICENSOR. 5. COPIES A. Printed Matter. Except as specifically set forth herein, no Software or Documentation which is provided by LICENSOR pursuant to this Agreement in human readable form, such as written or printed documents, shall be copied in whole or in part by LICENSEE without LICENSOR's prior written agreement. 6. DATA SYSTEM IMPROVEMENT A. Materials may be obtained from LICENSOR at the charges then in effect. B. Machine Readable Matter. Except as specifically set forth herein, any Software provided in machine readable form may not be copied by LICENSEE in whole or in part, except for LICENSEE's backup or archive purposes. LICENSEE agrees to maintain appropriate records of the number and location of all copies of the backup and make such records available upon LICENSOR's request. LICENSEE further agrees to produce only own user data or other consumable material to the extent permitted by the LICENSOR. 7. LICENSE FEES AND PAYMENT A. License Fee. In consideration of the licenses granted herein, LICENSEE shall pay the License Fee or other consideration for the Software and Documentation as set forth herein. All amounts payable hereunder by LICENSEE shall be payable in Nigerian Naira for Nigerian corporate bodies or individuals or in United States dollars for corporate bodies or individuals that are none residents in Nigeria. Such payments shall be made without deduction for taxes, assessments, fees, or charges of any kind. Payments shall be made by bank transfer to the LICENSOR’s designated account and the evidence of such, shall be forwarded to the LICENSOR’s email or WhatsApp address or any other method agreed with the LICENSOR. B. Taxes and Other Charges. LICENSEE shall be responsible for paying all: (i) Sales, use, excise, value added, or other tax or governmental charges imposed on the licensing or use of the Software or Documentation hereunder; (ii) Freight, insurance, and installation charges; (iii) Import or export duties or like charges; and (iv) Initial user training and guidance, where necessary. 8. PROTECTION OF SOFTWARE A. Proprietary Notices. LICENSEE agrees to respect and not to remove, obliterate, or cancel from view any copyright; trademark; confidentiality; or other proprietary notice, mark, or legend appearing on any Software or output generated by the Software, nor temper with the software design, code or content any form without the prior approval of the LICENSOR. B. No Reverse Engineering. LICENSEE agrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof. C. Ownership. LICENSEE further acknowledges that all forms of the Software in any form provided by LICENSOR are the sole property of LICENSOR and/or its suppliers. LICENSEE shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of LICENSOR's proprietary rights therein. 9. CONFIDENTIALITY A. Acknowledgement. LICENSEE hereby acknowledges and agrees the Software and Documentation constitute and contain valuable proprietary products and trade secrets of LICENSOR and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, LICENSEE agrees to treat (and take precautions to ensure that its employees treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below. B. Maintenance of Confidential Information. The licensee’s data is hosted in the clouds and shall be protected with upmost care. Furthermore, each party agrees to keep confidential all confidential information disclosed by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to i. have been known publicly; ii. have been known generally in the industry before communication by the disclosing party to the recipient; iii. have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; iv. have been known otherwise by the recipient before communication by the disclosing party; or v. have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information. C. Injunctive Relief. LICENSEE acknowledges that the unauthorized use, transfer, or disclosure of the Software and Documentation or copies thereof will: i. substantially diminish the value to LICENSOR (Publishers) of data systems that are already built typically keep ownership of the software in the license agreements. ii. render LICENSOR's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and iii. cause irreparable injury in a short period of time. If LICENSEE breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, LICENSOR shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. D. Survival. LICENSEE's obligations under this Section will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason. 10. WARRANTIES, SUPERIOR RIGHTS A. Ownership. Except for any rights as set forth herein, LICENSOR represents its belief that it is the owner of the entire right, title, and interest in and to the Software – universal-payroll.net, and that it has the sole right to grant licenses there under, and that it has not knowingly granted licenses there under to any other entity that would restrict rights granted hereunder except as stated herein. Though the software shall be marketed using different marketing strategies through corporate bodies or individuals, such shall have only the status of agents and not in any way have fully or in part ownership status with the LICENSOR. B. Limited Warranty. LICENSOR represents and warrants to LICENSEE that the Software, when properly accessed by LICENSEE and used with appropriate Equipment with good internet connectivity, will perform substantially as described in LICENSOR's then current Documentation for such Software for a period of one month from the date of first use or the period covered by the licensee’s payment. The Licensee must ensure to understand how the software is to be used to achieve the expected result in data storage and information processing. Minor changes in documentation would be given by the LICENSOR or obtained from him at the request of the LICENSEE. D. Limitations. Notwithstanding warranty provisions set forth herein, all of LICENSOR's obligations with respect to such warranties shall be contingent on LICENSEE's use of the Software in accordance with this Agreement and in accordance with LICENSOR's instructions as provided by LICENSOR in the Documentation, as such instructions may be amended, supplemented, or modified by LICENSOR from time to time. LICENSOR shall have no warranty obligations with respect to any failures of the Software which are the result of accident, abuse, misapplication, extreme power surge, or extreme electromagnetic field. E. LICENSEE's Sole Remedy. LICENSOR's entire liability and LICENSEE's exclusive remedy shall be, at LICENSOR's option, either: (i) return of the price paid; or (ii) repair of the online Software; Provided that the LICENSOR receives written notice from LICENSEE during the warranty period of a breach of warranty. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. F. Disclaimer of Warranties. LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES STATED IN THIS SECTION ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY LICENSOR. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE AND DOCUMENTATION OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF LICENSOR HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF LICENSOR IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF LICENSOR AS SET FORTH HEREIN. G. Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH LICENSOR IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY LICENSOR OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE AND DOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE OR DOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of LICENSOR to any person, firm, or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Software delivered to LICENSEE hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to LICENSOR by LICENSEE for the Software whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of LICENSOR arising out of this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Software and Documentation and any services rendered hereunder for a period of one year and where the payment is for less than one year, then the actual amount for such period. This is to forestall the fact that, were LICENSOR to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher. 11. INDEMNIFICATION A. LICENSOR shall indemnify, hold harmless and defend LICENSEE against any action brought against LICENSEE to the extent that such action is based on a claim that the unmodified Software, when used in accordance with this Agreement, infringes a United States copyright and LICENSOR shall pay all costs, settlements and damages finally awarded; provided, that LICENSEE promptly notifies the institution in writing of any claim, gives LICENSOR sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If any Software is finally adjudged to so infringe, or in LICENSOR's opinion is likely to become the subject of such a claim, LICENSOR shall, at its option, either: (i) procure for LICENSEE the right to continue using the Software; (ii) modify or replace the Software to make it noninfringing; or (iii) refund the fee paid, less reasonable depreciation, upon stoppage of the use of the Software. LICENSOR shall have no liability regarding any claim arising out of: (a) use of other than a current, unaltered release of the Software unless the infringing portion is also in the then current, unaltered release; (b) use of the Software in combination with non-LICENSOR software, data or equipment if the infringement was caused by such use or combination; (c) any modification or derivation of the Software not specifically authorized in writing by LICENSOR; or (d) use of third party software. B. Except for the foregoing infringement claims, LICENSEE shall indemnify and hold harmless LICENSOR, its officers, agents, and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of LICENSEE's modification or enhancement of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by LICENSEE, its sub-licensees, if any, its subsidiaries or their officers, employees, agents or representatives. 12. GOVERNMENT CONTRACTS If the Software or Documentation to be furnished hereunder are to be used in the performance of a government contract or subcontract, the software shall be provided on a "restricted rights" basis only; and LICENSEE shall place a legend, in addition to applicable copyright notices, in the form provided under the governmental regulations. LICENSOR shall not be subject to any flow down provisions required by the governmental customer unless agreed to by LICENSOR in writing. Indemnification sections describe the legal responsibility of the publisher and customer once the agreement is signed by both parties. In this example, it states that as long as the software was used in accordance with this agreement, the publisher (licensor) will assist the customer (licensee) in any copyright claims brought against him/her because of the software and pay all costs, settlements, and damages. This subsection states the publisher isn’t legally responsible for any changes made to the software by the customer. Government contract statements are often separate agreements specific to the contract being created. This varies widely between publishers. Tribal governments may want to enquire as to any additional restrictions or clauses that would apply to them. 13. TERMINATION Either party may terminate this Agreement on thirty (30) days written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the thirty (30) days period, the breaching party fails to cure such breach. 13. POST TERMINATION RIGHTS A. Not less than thirty (30) days prior to the expiration of this Agreement or immediately upon termination thereof, LICENSEE shall provide LICENSOR with a complete schedule of all inventory of Licensed Product then on-hand (the "Inventory"). B. Upon expiration or termination of this Agreement, except for reason of a breach of LICENSEE's duty to comply with the quality control or legal notice marking requirements, LICENSEE shall be entitled, for three (3) months (the "Sell-Off Period") and on a nonexclusive basis, to continue to sell such Inventory. Such sales shall be made subject to all the provisions of this Agreement including the payment of a Royalty which shall be due within thirty (30) days after the close of the Sell-Off period. At the conclusion of the Sell-Off Period, LICENSOR may require that the LICENSEE either destroy any product still on hand or, alternatively, purchase it from LICENSEE at a price equal to 50% of LICENSEE's Net Selling Price. C. Upon the expiration or termination of this Agreement, all rights granted to LICENSEE under this Agreement shall forthwith terminate and immediately revert to LICENSOR, and LICENSEE shall discontinue all use of the Property and the like. D. Upon expiration or termination of this Agreement, LICENSOR may require that the LICENSEE transmit to LICENSOR, at no cost, all material relating to the Property including all artwork, color separations, prototypes, molds, tooling and the like, and any market studies or other tests conducted by LICENSEE with respect to the Property. 14. INFRINGEMENTS A. LICENSOR shall have the right, in its sole discretion, to prosecute lawsuits against third persons for infringement of LICENSOR's rights in the property. If LICENSOR does not institute an infringement suit within ninety (90) days after LICENSEE's written request that it should do so, LICENSEE may institute and prosecute such lawsuit. B. Any lawsuit shall be prosecuted solely at the expense of the party bringing suit and all sums recovered shall be retained by the party commencing such action. This states the agreement can be stopped with 30 days written notice. The LICENSEE shall pay up to the last day (date) of usage. The LICENSEE must ensure to remove all data from the software and LICENSEE records or data or any other user traces or forms completed, registration and any other linkages to the LICENSEE will be deleted completely and permanently from the software. This deletion is without backup by the LICENSOR. The LICENSEE shall continue to pay to maintain its record or data on the software even at the termination of active use of the software and such payment rates shall be determined by the LICENSOR. C. The parties agree to fully cooperate with the other party in the prosecution of any such suit. The party bringing suit shall reimburse the other party for the expenses incurred as a result of such cooperation. 15. INDEMNITY This section establishes what the legal rights the publisher and customer have to each other if claims are brought against either one by a third party. If either the publisher or customer is sued because of the software, each agrees to provide assistance to defend the other A. LICENSEE agrees to defend, indemnify, and hold LICENSOR, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against LICENSOR based on the manufacture or sale of the Licensed Product including, but not limited to, actions founded on product liability. B. LICENSOR agrees to defend, indemnify and hold LICENSEE, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against LICENSEE based on a breach by LICENSOR of any representation and warranty made in this Agreement. 16. INSURANCE This explains customers must have liability insurance to cover any potential issue that could cause harm to the software publisher. LICENSEE shall, throughout the Term of the Agreement, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in Nigeria or the jurisdiction in question, with a Best Rating of B+ or better, standard Product Liability Insurance naming LICENSOR, its officers, directors, employees, agents, and shareholders as an additional insured. Such policy shall provide protection against all claims, demands and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Licensed Product or any material used in connection therewith or any use thereof. The amount of coverage shall be as reasonably required. The policy shall provide for ten (10) day notice to LICENSOR from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation or termination thereof. LICENSEE agrees to furnish LICENSOR a certificate of insurance evidencing same whenever required after execution of this Agreement and, in no event, shall LICENSEE use or share, distribute the Licensed Product prior to insurance. 17. FORCE MAJEURE Force majeure refers to unforeseen and unpreventable events. Neither the customer nor publisher can be held responsible for these. Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, nor inability of carriers to make scheduled deliveries, cyber-attacks, virus, worms, and other similar malicious activities, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event. 18. NOTICES Most license agreements provide a method for contacting the publisher to request changes or cancel agreements. A. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail with return receipt requested or delivered by a national overnight express service. Notices shall also be given through email to gamianigeria@gmail.com and through WhatsApp number +234 9124204166. These messages must be acknowledged to confirm receipt for validity of communication otherwise, the notice would be termed not to have been communicated. B. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph. 19. JURISDICTION AND DISPUTES This Agreement shall be governed by the laws of the Federal Republic of Nigeria. All disputes hereunder shall be resolved in the applicable state or federal courts of Nigeria. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. 20. DATA PRIVACY Use is made of a publicly quoted company’s services as a cloud service data storage bank to host the data of LICENSEE. This is to facilitate customer data privacy and protection for efficiency, effectiveness, availability and high level flexibility. 21. AGREEMENT BINDING ON SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and assigns. 22. WAIVER No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. Force majeure refers to unforeseen and unpreventable events. Neither the customer nor publisher can be held responsible for these. 23. SEVERABILITY If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement. 24. ASSIGNABILITY Assignability is also called “thirdparty transfer” in some agreements. This section details when/if the customer can transfer the software to another user. The license granted hereunder is personal to LICENSEE and may not be assigned by any act of LICENSEE or by operation of law unless in connection with a transfer of substantially all the assets of LICENSEE or with the consent of LICENSOR. 25. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. LICENSOR LICENSEE Gamia Technology Solutions Limited