SOFTWARE LICENSE AGREEMENT FOR PAYE TAX CALCULATOR

This License Agreement (the "Agreement") is entered into as of 10th August 2023 (the "Effective Date") between the individual identified as the original developer of the PAYE Tax Calculator, hereafter referred to as the "Licensor," and Seal Connected Ventures, hereafter referred to as the "Licensee."

RECITALS:

WHEREAS, Licensor has developed the PAYE Tax Calculator, a proprietary software program;

WHEREAS, Licensee desires to use the Software on its website and agrees to abide by the terms of this Agreement;

NOW, THEREFORE, in light of the mutual covenants contained herein and for other valuable consideration, the parties agree as follows:

DEFINITIONS:

"Software" refers to the PAYE Tax Calculator and all associated documentation.

GRANT OF LICENSE:

1.1 Licensor grants Licensee a non-exclusive, non-transferable license to use, display, and run a designated number of instances of the Software, subject to this Agreement's conditions.
1.2 The Software may only be installed on servers owned, leased, or controlled by the Licensee. Licensee is prohibited from sublicensing, leasing, or renting the Software to third parties.

RESTRICTIONS:

2.1 Licensee may not reproduce, redistribute, transmit, or transfer the Software, except as expressly permitted by this Agreement.
2.2 Licensee shall not modify, adapt, translate, reverse engineer, decompile, or disassemble the Software.
2.3 Unauthorized copying or breaches of this Agreement may result in license termination.

MAINTENANCE AND SUPPORT:

3.1 For one year from the Effective Date, Licensor will offer updates and patches for known Software issues, with no specific response time guaranteed.
3.2 Separate negotiations will handle support or modifications beyond this Agreement's scope.

COMPENSATION:

4.1 Licensee agrees to a predetermined licensing fee, due upon the Effective Date.
4.2 In case of a Company Sale, Licensee agrees to remit to Licensor 40% of the total consideration received. Payment is due within 30 days of the Sale date.
4.3 "Sale" involves Licensee's selling, merging, or transferring most of its assets or business, including the Software.

TERM, TERMINATION, AND RENEWAL:

5.1 This Agreement starts on the Effective Date and remains valid until terminated by either party with 30 days written notice.
5.2 Licensor can end this Agreement immediately if Licensee breaches its terms, granting a 14-day rectification period.
5.3 Upon termination, Licensee will certify in writing the deletion or destruction of all Software copies.
5.4 Renewal terms will be discussed upon agreement expiration.

WARRANTIES AND DISCLAIMERS:

6.1 Licensor confirms their right to license the Software without infringing upon third-party rights.
6.2 The Software is provided "AS IS," with all other warranties disclaimed.
6.3 Licensor assures the Software is free of malicious code.

LIMITATION OF LIABILITY:

7.1 Licensor isn't responsible for lost profits, savings, incidental, indirect, or consequential damages. Liability is capped at the Software's purchase amount.

INDEMNIFICATION:

8.1 Licensee will protect and hold Licensor harmless from claims due to Software use or modifications.

GOVERNING LAW:

9.1 Kenyan laws, excluding its conflict of laws principles, govern this Agreement.

MISCELLANEOUS:

10.1 This Agreement represents the entire understanding between parties, superseding previous agreements.
10.2 Both parties must sign written amendments.
10.3 Non-enforcement of a provision isn't a waiver.
10.4 The Agreement remains valid even if a provision is deemed invalid.
10.5 Notices should be written and sent to mutually agreed-upon addresses.