SOFTWARE LICENSE AGREEMENT

This Agreement is made effective on the date of purchase of the Software ("Effective Date"), by and between:

Alkia IT Services Co., Ltd., a limited company incorporated under the laws of Thailand, with its registered office at Khet Khlong Toei, Krung Thep Maha Nakhon, Thailand (hereinafter referred to as the "Licensor"),

AND

The purchaser of the Software (hereinafter referred to as the "Licensee").

Preamble

The Licensor develops backend and mobile software solutions for enterprise use worldwide. The Licensee wishes to obtain, and the Licensor agrees to grant, a limited license to use the Software for developing the Licensee’s website or mobile application, subject to the terms below.

1. Definitions

Derivative Works: Any work based on, incorporating, or derived from the Software, Source Code, or Documentation, including modifications, translations, enhancements, or adaptations.
Documentation: All technical manuals, instructions, and specifications for the Software.
Improvements: Updates, modifications, or enhancements to the Software made during this Agreement’s term.
Software: The Licensor’s proprietary software product, including Source Code, object code, libraries, components, and Documentation, protected under Thai copyright and related laws.
Source Code: The human-readable form of the Software, including all related files and materials.

2. Software License

(a) Grant

The Licensor grants the Licensee a worldwide, non-exclusive, non-transferable, perpetual license

to:

Use, integrate, and customize the Software solely for the Licensee’s internal business or personal use on one (1) domain or installation only.
This license does not permit redistribution, resale, or use in third-party projects.

(b) Restrictions

The Licensee shall not: transfer, sublicense, publish, or make the Software or Source Code publicly available (e.g., on GitHub or forums).
Domain or installation migration requires the Licensor’s prior written approval.
Third-party customization is allowed for the Licensee’s internal use only, provided no redistribution or resale occurs.
Source Code use on version control systems (e.g., GitHub) is limited to private, paid repositories.

All right, title, and interest in the Software, Source Code, Derivative Works, Improvements, and Documentation remain exclusively with the Licensor. These are protected under the Thai Copyright Act B.E. 2537 (1994) (as amended) and other applicable laws. Any Derivative Works created by the Licensee (even in breach) are deemed Licensor property, and the Licensee assigns all rights therein to the Licensor.

3. Consideration

The Licensee shall pay a one-time, non-refundable license fee via the Licensor’s website at purchase. No refunds or credits apply for any reason.

4. Representations and Warranties

(a) Mutual

Each party warrants it has authority to enter this Agreement and that it forms a binding obligation.

(b) Licensor

The Software will perform substantially as described on the Licensor’s website at purchase. Purchased add-ons will not impair base functionality. The Licensor owns all IP rights and warrants no known third-party infringement.

Disclaimer: EXCEPT AS STATED, THE SOFTWARE IS PROVIDED "AS IS." NO OTHER WARRANTIES APPLY, EXPRESS OR IMPLIED.

5. Term and Termination

This Agreement starts on the Effective Date and continues perpetually unless terminated. The Licensor may terminate for breach (with 30 days’ notice to cure, if curable). The Licensee may terminate by destroying all copies. Post-termination, Sections 2, 6–16 survive. No refunds upon termination.

6. Indemnification

The Licensee shall indemnify the Licensor against claims, damages, or losses from the Licensee’s breach, unauthorized use, IP infringement, or violation of Thai laws.

7. Limitation of Liability

The Licensor’s total liability shall not exceed the license fee paid. Neither party is liable for indirect, consequential, or punitive damages (e.g., lost profits or data).

8. Force Majeure

Neither party is liable for delays due to events beyond reasonable control (e.g., natural disasters, war, or government actions).

9. Relationship of Parties

This creates no partnership, joint venture, or agency.

10. Governing Law and Dispute Resolution

(a) Governing Law: Thai law applies.
(b) Jurisdiction: Parties submit to the exclusive jurisdiction of the Civil Court of Bangkok.
(c) Arbitration (optional, at Licensor’s election): Disputes may be resolved by a sole arbitrator under the Thai Arbitration Institute’s rules. Seat: Bangkok. Language: English.

11. Miscellaneous

(a) Assignment: Licensee may not assign without Licensor consent. Licensor may assign freely.
(b) Notices: In writing, via email (with read receipt), registered mail, or courier to addresses provided at purchase.
(c) Severability: Invalid provisions are severed; the rest remains effective.
(d) Entire Agreement: This supersedes prior agreements. Amendments require writing signed by both.
(e) Acknowledgment: Purchase or use constitutes acceptance.

12. IP Protection and Compliance

The Software is copyrighted under Thai law. Unauthorized reproduction, distribution, adaptation, or public disclosure violates the Copyright Act and may incur civil/criminal penalties. Licensee shall comply with Thai data protection laws (e.g., PDPA B.E. 2562 (2019)).

13. Audit Rights

Licensor may audit compliance with 30 days’ notice during business hours.

14. Support and Maintenance

Not included unless purchased separately.

15. Confidentiality and Data Protection

Parties shall protect confidential information and comply with the Personal Data Protection Act B.E. 2562 (2019).