End User License Agreement

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End User License Agreement

THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND PROCOST SOLUTIONS LIMITED. THIS AGREEMENT GOVERNS ALL SOFTWARE ("SOFTWARE") AND ANY UPGRADES, UPDATES, PATCHES, HOTFIXES, MODULES, ROUTINES, FEATURE ENHANCEMENTS AND ADDITIONAL VERSIONS OF THE SOFTWARE THAT REPLACE OR SUPPLEMENT THE ORIGINAL SOFTWARE (COLLECTIVELY "UPDATES") AND THEIR ASSOCIATED MEDIA, PRINTED MATERIALS, ONLINE OR ELECTRONIC DOCUMENTATION, DISTRIBUTED BY OR ON BEHALF OF PROCOST SOLUTIONS LIMITED UNLESS THERE IS A SEPARATE LICENSE AGREEMENT BETWEEN YOU AND THE MANUFACTURER OR OWNER OF THE SOFTWARE OR UPDATE. IF THERE IS NO SEPARATE LICENSE AGREEMENT THEN THIS AGREEMENT GOVERNS YOUR USE OF UPDATES, AND SUCH UPDATES WILL BE CONSIDERED SOFTWARE FOR ALL PURPOSES OF THIS EULA. THE “SOFTWARE” SHALL MEAN COLLECTIVELY THE SOFTWARE PROGRAM AND UPDATES AND ANY COPIES THEREOF. THIS EULA, IN AND OF ITSELF, DOES NOT ENTITLE YOU TO ANY UPDATES AT ANY TIME IN THE FUTURE. BY EXPRESSLY ACCEPTING THESE TERMS OR BY DOWNLOADING, INSTALLING, ACTIVATING AND/OR OTHERWISE USING THE SOFTWARE, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND ARE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA, THEN YOU MAY NOT DOWNLOAD, INSTALL, ACTIVATE OR OTHERWISE USE ANY OF THE SOFTWARE AND YOU MUST PROMPTLY RETURN THE SOFTWARE. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF SUCH ENTITY.

License

Subject to the terms, conditions and restrictions of this EULA (as a condition to the grant below), Procost Solutions Limited hereby grants you a limited, personal, non-exclusive, non-transferable, non-assignable license, without rights to sublicense, to install or have installed, display and use the Software (in object code form only) solely for internal purposes, only on as many computers, devices and/or in such configurations as expressly permitted by Procost Solutions Limited (e.g., as set forth in the applicable Procost Solutions Limited sales quote or invoice), or on one computer device if no other entitlement is specified, and for such period specified in a term license, or perpetually if no term is specified.

License Limitations & Conditions

This license is conditional upon Procost Solutions Limited receiving your timely payment of any fees or royalties applicable to the Software or to any hardware in which the Software may be loaded. You may not copy the Software except for a reasonable number of copies solely as needed for backup or archival purposes or as otherwise expressly permitted in Section 1 “License” above. You may not modify or remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary notices or markings on or in the Software. The rights granted herein are limited to Procost Solutions Limited and its licensors' and suppliers’ intellectual property rights in the Software and do not include any other third party’s intellectual property rights. If the Software was provided to you on removable media (e.g., CD, DVD, or USB drive), you may own the media on which the Software is recorded but Procost Solutions Limited, Procost Solutions Limited’s licensor(s) and/or supplier(s) retain ownership of the Software itself and all related intellectual property rights. You may not use the optical discs or storage media on another computer, device or network, or loan, rent, lease or transfer them to another user except as permitted by this Agreement. You are not granted any rights to any trademarks or service marks of Procost Solutions Limited or any of its licensor(s) and/or supplier(s). The use of any other software, including any software package or file, whether licensed to you separately by Procost Solutions Limited or by a third party, is subject to the terms and conditions that come with or are associated with such software.

Rights Reserved

THE SOFTWARE IS LICENSED, NOT SOLD. Except for the license expressly granted in this EULA, Procost Solutions Limited, on behalf of itself and its licensors and suppliers, retains all right, title, and interest in and to the Software and in all related content, materials, copyrights, trade secrets, patents, trademarks, derivative works and any other intellectual and industrial property and proprietary rights, including moral rights, registrations, applications, renewals and extensions of such rights (the "Works"). The rights in these Works are valid and protected in all forms, media and technologies existing now or hereafter developed and any use other than as expressly set forth herein, including the reproduction, modification, distribution, transmission, adaptations, translation, display, republication or performance of the Works is strictly prohibited. Procost Solutions Limited, on behalf of itself and its licensors and suppliers, retains all rights not expressly granted herein.

Restrictions

Except as otherwise provided herein or expressly agreed by Procost Solutions Limited in writing, you may not, and will not allow a third party to: (A) sell, lease, license, sublicense, assign, distribute or otherwise transfer or encumber by any means (including by lien, hypothecation or otherwise) in whole or in part the Software; (B) provide, make available to, or permit use of the Software in whole or in part by, any third party, including contractors, without Procost Solutions Limited’s prior written consent, unless such use by the third party is solely on your behalf, is strictly in compliance with the terms and conditions of this EULA, and you are liable for any breach of this EULA by such third party (a “Permitted Third Party”); (C) copy, reproduce, republish, upload, post or transmit the Software in any way; (D) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code (or underlying ideas, algorithms, structure or organization) from the Software program, in whole or in part; (E) modify or create derivative works based upon the Software; (F) use the Software on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet "links" to the Software or "frame" or "mirror" the Software on any other server or wireless or Internet-based device; (G) use the Software to create a competitive offering; or (H) share or publish the results of any benchmarking of the Software without Procost Solutions Limited’s prior written consent. You may not, and will not allow a Permitted Third Party to use the Software in excess of the number of licenses purchased from or expressly authorised by Procost Solutions Limited.

Compliance

Upon request by Procost Solutions Limited, you will certify in writing that all use of Software is in compliance with the terms of this EULA, indicating the number of Software licenses deployed at that time. You grant Procost Solutions Limited, or an agent selected by Procost Solutions Limited, the right to perform, during normal business hours, a reasonable audit of your compliance with this EULA. You agree to cooperate and provide Procost Solutions Limited with all records reasonably related to your compliance with this EULA. If, as a result of the audit, a deficiency of greater than five percent (5%) is found in the license fees paid, then you shall bear the total cost of the audit, in addition to any other liabilities you may have.

Non-Transferability

This license is non-transferable. You may not distribute, sublicense, assign, share, sell, grant a security interest in, use for service bureau purposes, or otherwise transfer the Software or your license to use the Software without the prior written consent of Procost Solutions Limited, and then only upon a permanent transfer of the hardware on which the Software may be loaded and provided all Software is included in such transfer and you retain no copies of the Software.

To the maximum extent permitted by law Procost Solutions Ltd accepts no responsibility for loss which may arise from accessing or reliance on information or opinions contained in this site and assumes no liability for the use or interpretation of information or opinions contained herein. Your use of the site is on an "AS IS" and "AS AVAILABLE" basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to (to the extent permitted by law) implied warranties of satisfactory quality, suitability, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. In no event will Procost Solutions Ltd be liable for any damages including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use of the site or any information or material contained therein or loss of connectivity, data or profits, whether in action of contract, negligence or other tort action, arising out of or in connection with the use of the site.

Procost Solutions Ltd does not warrant that the functions, services and facilities contained or provided by this site will be uninterrupted, timely, secure or error free, that defects will be corrected, or that this site or the server that makes it available are free of viruses, bugs, spyware or similar flaws or represent the full functionality, accuracy, and reliability of the materials. The names, images and logos identifying Procost Solutions Ltd or third parties and their products and services are proprietary marks of Procost Solutions Ltd and/or the third parties. Nothing contained herein shall be construed as conferring by implication any licence or right under any copyright, trade mark or patent or other intellectual property of Procost Solutions Ltd or any other third party.

Any material downloaded or otherwise obtained through the use of the site is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or device with which you access the site as well as for any loss of data that results from the download or use of any such material.

You acknowledge and agree that the views of the editorial team published on the site are not the views of Procost Solutions Ltd or of their officers and directors.

Procost Solutions Ltd may publish adverts on the site in the form of buttons, banners, interstitials, pop-ups or other forms of online advertising on behalf of official partners and third party advertisers. Procost Solutions Ltd is not responsible for the content of such adverts and accepts no liability in relation to any representations made therein or any losses of any kind scope or nature arising in reliance thereupon.

Support & Subscription Services Not Included

Procost Solutions Limited does not provide any maintenance or support services under this EULA. Maintenance and support services, if any, are provided under a separate agreement.

Termination

Procost Solutions Limited may terminate this EULA immediately and without prior notice if you fail to comply with any term or condition of this EULA or if Procost Solutions Limited does not receive timely payment for the licenses to the Software or for the hardware to which Software is loaded, if any. In addition, Procost Solutions Limited may terminate any license to Software distributed for free, at any time at its sole discretion. This EULA will terminate automatically if you fail to comply with any of its terms or if the license term ends. You may terminate this EULA at any time on written notice to Procost Solutions Limited. In the event of termination of this EULA, all licenses granted hereunder shall automatically terminate and you must immediately cease use of the Software and return or destroy all copies of the Software. The parties recognize and agree that their obligations under Sections 2, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20, 21, 22 and 23 of this EULA, as well as obligations for payment, shall survive the cancellation, termination and/or expiration of this EULA, and/or the licenses granted hereunder, except if the EULA is terminated under Section 12 (D), Procost Solutions Limited will not have any obligation upon the termination of this EULA to refund any portion of any license fee.

Export, Import & Government Restrictions

The Software is subject to UK export laws as well as the laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Software may not be sold, leased or transferred to embargoed countries, other restricted countries, restricted end-users, or for restricted end-uses. You specifically agree that the Software will not be used for activities related to weapons of mass destruction, including but not limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. You understand that certain functionality of the Software, such as encryption or authentication, may be subject to import or export restrictions in the event that you transfer the Software from the country of delivery and you are responsible for complying with applicable restrictions.

Warranty & Disclaimer of Warranty

Procost Solutions Limited warrants that it has the right to grant the licenses to the Software. Except as set forth in Sections 13, 14 and 16 below, Procost Solutions Limited warrants that such Software will substantially conform in material respects to the functional specifications provided by Procost Solutions Limited with the Software. This limited warranty is not transferable and extends only for thirty (30) days from the delivery date of the Software. This limited warranty does not cover damages, defects, malfunctions or failures caused by any unauthorised modification of the Software by you, or your agents; any abuse, misuse or negligent acts of you; modification by you of any interfaces or any software or hardware interfacing with the Software; or any failure by you to follow Procost Solutions Limited’s installation, operation or maintenance instructions. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, PROCOST SOLUTIONS LIMITED MAKES, AND YOU RECEIVE, NO OTHER WARRANTIES RELATED TO THE SOFTWARE WHETHER EXPRESS, IMPLIED OR STATUTORY, AND PROCOST SOLUTIONS LIMITED SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROCOST SOLUTIONS LIMITED DOES NOT WARRANT THAT THE FUNCTIONS OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE AND THE RESULTS ACHIEVED. YOUR SOLE AND EXCLUSIVE REMEDY, AND PROCOST SOLUTIONS LIMITED’S ENTIRE LIABILITY, FOR BREACH OF THE WARRANTIES PROVIDED HEREIN, IS FOR PROCOST SOLUTIONS LIMITED, AT ITS SOLE DISCRETION, TO EITHER USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY ANY NON-CONFORMANCE OR TO PROVIDE A REFUND OF THE LICENSE FEES RECEIVED BY PROCOST SOLUTIONS LIMITED FOR THE SOFTWARE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE (UNLESS LOCAL LAW PROVIDES OTHERWISE).

Limitation of Liability

PROCOST SOLUTIONS LIMITED WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST VALUE OR LOST SALES (WHETHER SUCH PROFITS, SAVINGS, VALUE OR SALES ARE DIRECT, INDIRECT, CONSEQUENTIAL OR OF ANY OTHER NATURE), LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEM(S) OR NETWORK(S), OR THE RECOVERY OF SUCH DATA, SYSTEMS(S) OR NETWORK(S), LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION OR DOWNTIME, LOSS OF GOODWILL OR REPUTATION, SOFTWARE NOT BEING AVAILABLE FOR USE OR THE PROCUREMENT OF SUBSTITUTE SOFTWARE OR GOODS, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS EULA UNDER ANY THEORY OF LIABILITY EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS EULA, PROCOST SOLUITIONS LIMITED’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS EULA AND/OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF EITHER: A) THE TOTAL AMOUNT RECEIVED BY PROCOST SOLUTIONS LIMITED FOR THE APPLICABLE SOFTWARE LICENSE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE RELEVANT CLAIM AROSE OR B) THE AMOUNT RECEIVED BY PROCOST SOLUTIONS LIMITED FOR THE SPECIFIC HARDWARE ON WHICH THE PARTICULAR SOFTWARE WAS LOADED.

Insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent required to make the limitation compliant with applicable law.

Indemnification

Except where prohibited by applicable law, Procost Solutions Limited shall defend you against any third-party claim or action that the Software (specifically excluding open source software) infringes or misappropriates that third party’s patent, copyright, trade secret, or other intellectual property rights (“Indemnified Claims”). In addition, if Procost Solutions Limited receives prompt notice of an Indemnified Claim that, in Procost Solutions Limited’s reasonable opinion, is likely to result in an adverse ruling, then Procost Solutions Limited will at its sole discretion,: (A) obtain a right for you to continue using such Software; (B) modify such Software to be non-infringing; (C) replace such Software with a non-infringing substitute; or (D) terminate this Agreement and provide a pro-rata refund of the license fees actually paid by you for the allegedly infringing Software. A pro-rata refund, if any, shall be calculated for the period applicable to the Software, not to exceed a 5-year period. Notwithstanding the foregoing, Procost Solutions Limited shall have no obligation under this section for indemnified claims resulting or arising from: (i) modifications of the Software that were not performed by or on behalf of Procost Solutions Limited; (ii) your unauthorised use of the Software, or the combination or operation of the Software in connection with a third-party product, software or service (the combination of which causes the claimed infringement); (iii) your failure to incorporate Software updates or upgrades that would have avoided the alleged infringement; or (iv) Procost Solutions Limited’s compliance with your specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by you (collectively, “Excluded Indemnified Claims”). Procost Solutions Limited’s duty to indemnify and defend you is contingent upon: (a) your providing Procost Solutions Limited with prompt written notice of the third-party claim or action, (b) Procost Solutions Limited having the right to solely control the defence and settlement of such claim or action, and (c) your cooperation with Procost Solutions Limited in defending and resolving such claim or action. This Section states your exclusive remedies for any third-party intellectual property claim or action, and nothing in this EULA or elsewhere will obligate Procost Solutions Limited to provide any greater indemnity to you. You, at your expense, shall defend and indemnify Procost Solutions Limited against any claim, action or proceeding brought against Procost Solutions Limited which arises from or is in any manner connected with any of the Excluded Indemnified Claims or that arises from your breach of any provision of this EULA.

Evaluation License

This EULA does not license use of Software for evaluation purposes (“Evaluation Software”). Your use of Evaluation Software is subject to the separate license terms and conditions accompanying that Evaluation Software.

Hosted & Internet Accesible Software

Some or all of the Software may be remotely hosted or accessible to you through the Internet (“Hosted Software”). In such case, Procost Solutions Limited may suspend, terminate, withdraw, or discontinue all or part of the Hosted Software or your access to the Hosted Software upon receipt of a subpoena or law-enforcement request, or when Procost Solutions Limited believes, in its sole discretion, that you have breached any term of this EULA or are involved in any fraudulent, misleading, or illegal activities. Procost Solutions Limited may modify the Hosted Software at any time with or without prior notice to you. Procost Solutions Limited may perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the Hosted Software installed on its and your system(s), which may temporarily degrade the quality of the Hosted Software or result in a partial or complete outage of the Hosted Software. Updates, patches or alerts may be delivered from Procost Solutions Limited servers, which may be located outside of your country. Procost Solutions Limited provides no assurance that you will receive advance notification of such activities or that your use of the Hosted Software will be uninterrupted or error-free.

Open Source & Third Party Software

The Software may come bundled or otherwise be distributed with open source or other third party software, which is subject to the terms and conditions of the specific license under which it is distributed. OPEN SOURCE SOFTWARE IS PROVIDED BY PROCOST SOLUTIONS LIMITED "AS IS" WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH OPEN SOURCE SOFTWARE, PROCOST SOLUTIONS LIMITED SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

High Risk Disclaimer and Excluded Data

The Software is not designed or intended for high-risk applications, for use as online control systems or use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support, weapons systems or in any other device or system in which function or malfunction of the software could result in death, personal injury or physical or environmental damage. You acknowledge that Software provided under this EULA is not designed with security and access management for the processing and/or storage of the following categories of data and software: (A) classified data and software; (B) data and software controlled under the International Traffic in Arms Regulations (“ITAR”); and (C) personally identifiable information that is subject to heightened security requirements as a result of your internal policies or practices or by law (collectively referred to as “Excluded Data”). You hereby agree that you are solely responsible for reviewing data that the Software will provide to Procost Solutions Limited (or to which Procost Solutions Limited will have access) to ensure that it does not contain Excluded Data.

Right To Preliminary & Injunctive Relief

You agree that money damages would be an inadequate remedy for Procost Solutions Limited in the event of a breach or threatened breach by you of the provisions set forth in this EULA; therefore, you agree that in the event of a breach or threatened breach of any such provisions, Procost Solutions Limited may, in addition to any other remedies to which it is entitled, be entitled to such preliminary or injunctive relief (including an order prohibiting you from taking actions in breach of such provisions), without the need for posting bond, and specific performance as may be appropriate to preserve all of Procost Solutions Limited’s rights. All rights and remedies afforded Procost Solutions Limited by law shall be cumulative and not exclusive.

Choice of Law

THIS AGREEMENT AND ANY CLAIMS UNDER ANY THEORY OF LIABILITY IN ANY WAY TO THIS AGREEMENT OR ANY RELATIONSHIPS CONTEMPLATED HEREIN SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED KINGDOM., WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW AND EXCLUSIVE OF ANY PROVISIONS OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. The parties agree that the provisions of the Uniform Computer Information Transactions Act (“UCITA”), as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this EULA, and the parties waive any and all rights they may have under any laws(s) adopting UCITA in any form.

Dispute Resolution & Binding Individual Arbitration

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND PROCOST SOLUTIONS LIMITED arising out of or in connection with this EULA, or the breach, termination or validity thereof SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING INDIVIDUAL ARBITRATION. If you are in the United Kingdom, the arbitration will be administered by The London Court of International Arbitration (LCIA), (located at http://www.lcia.org ). Otherwise, the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by one or more arbitrators appointed in accordance with such rules. The arbitration shall be conducted in the English language. For any ICC arbitration, the place of the arbitration shall be decided by Procost Solutions Limited or another commercial centre reasonably chosen by the arbitration panel. The arbitration panel shall be empowered to grant whatever relief would be available in court, including without limitation preliminary relief, injunctive relief and specific performance. Any award of the arbitration panel shall be final and binding immediately when rendered, and judgment on the award may be entered in any court of competent jurisdiction. Neither you nor Procost Solutions Limited shall be entitled to join, consolidate, or include any claims belonging to or alleged or arising from, by, or on behalf of any third party to an arbitration brought hereunder, or arbitrate any claim as a class action, class representative, class member, or in a private attorney general capacity. The individual (non-class) nature of this dispute resolution provision goes to the essence of the parties' dispute resolution agreement, and if found unenforceable, the entire arbitration and dispute resolution provision shall be void. Consumer claimants (individuals whose transaction is intended for personal, family or household use) may elect to pursue their claims in small-claims court rather than arbitration. Procost Solutions Limited will not be responsible for paying any individual consumer's arbitration/arbitrator fees. Notwithstanding the foregoing, Procost Solutions Limited may apply to any relevant government agency or any court of competent jurisdiction to preserve its rights under this EULA and to obtain any injunctive or preliminary relief, or any award of specific performance, to which it may be entitled, either against you or against a non-party; provided, however, that no such administrative or judicial authority shall have the right or power to render a judgment or award (or to enjoin the rendering of an arbitral award) for damages that may be due to or from either party under this EULA, which right and power shall be reserved exclusively to an arbitration panel proceeding in accordance herewith.

No Waiver

No waiver of breach or failure to exercise any option, right, or privilege under the terms of this EULA on any occasion by Procost Solutions Limited shall be construed to be a waiver of a subsequent breach or right to exercise any option, right, or privilege.

No Assignment

Customer may not assign or transfer its interests, rights or obligations under this EULA, in whole or in part, whether voluntarily, by contract, or by merger (whether that party is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or order, or otherwise. Any attempt to assign this EULA without prior written consent from an authorized executive officer of Procost Solutions Limited shall be null and void.

Entire Agreement

Unless you have entered into another written agreement with respect to the Software which has been signed by you and an authorized representative of Procost Solutions Limited and which conflicts with the terms of this EULA, you agree that this EULA supersedes all prior written or oral agreements, warranties or representations with respect to use of the Software. If any term (or part thereof) of this EULA is found to be invalid or unenforceable, the remaining provisions (including other valid parts within the effected term) will remain effective. You acknowledge that you have read this Agreement, that you understand it, that you agree to be bound by its terms, and that this is the complete and exclusive statement of the Agreement between you and Procost Solutions Limited regarding the Software.