Proprietary Software License Agreement

1. Grant of License

1.1. License Grant. AB Circle Limited (the "Licensor") grants to you (the "Licensee") a non-exclusive, non-transferable, non-sublicensable, limited right to use the Software (as defined below) solely for the purpose of developing and distribution of your custom applications (as defined below) that interact with Licensor's products (the "Product").

1.2. Software Definition. "Software" includes, but not limited to, software development kits, drivers, tools and sample codes consisting of documentation, source code, libraries, object code, and any updates or upgrades thereto, provided to Licensee by Licensor in connection with this Agreement.

1.3. Application Definition. "Application" means any software program developed by Licensee that interacts with the Product using the Software.

2. Restrictions

2.1. No Modification. Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software, except as expressly permitted by applicable law. Licensee shall not attempt to circumvent or bypass any technical protections or security measures in the Software. Licensee shall not remove, alter, or obscure any proprietary notices, labels, or marks from the Software.

2.2. No Distribution. Licensee shall not distribute, sublicense, rent, lease, loan, sell, or otherwise transfer the Software to any third party.
2.3. Confidentiality. Licensee shall treat the Software and all information relating thereto as confidential and shall not disclose such information to any third party without Licensor's prior written consent.

2.4. No Support for Third-Party Applications. No Support for Third-Party Applications. Licensor shall not be responsible for supporting or troubleshooting any third-party Applications developed or used in conjunction with the Software.

3. Ownership

The Software is the proprietary property of the Licensor and is protected by copyright laws and international treaty provisions. All rights not expressly granted herein are reserved by the Licensor.

4. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, RELIABLE, OR MEET LICENSEE'S REQUIREMENTS.

5. Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Termination

This Agreement shall automatically terminate upon any breach of its terms by Licensee. Upon termination, Licensee must destroy all copies of the Software in your possession or under your control.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of law provisions.

8. Independent Contractors

The parties are independent contractors and nothing contained herein shall be construed to create any partnership, joint venture, agency, or employment relationship between them.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.

10. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.