Proprietary Software License Agreement

All rights, title, and interest in and to the Software, including all intellectual property rights, remain the exclusive property of Zine Digital Limited.

The Software is protected by copyright laws, trade secret laws, and other applicable intellectual property laws and treaties.

This Agreement does not transfer any ownership rights in the Software.

The Company grants a limited, non-exclusive, non-transferable, revocable license to authorised employees, contractors, and agents of the Company ("Authorised Users") solely for the purpose of developing, maintaining, testing, deploying, or operating the Company's products and services.

This license permits Authorised Users to:

• •Access and execute the Software for internal operational purposes.
• •Modify the Software where necessary for development or maintenance of Company systems.
• •Deploy the Software only to infrastructure owned or controlled by the Company.

No other rights are granted.

Except as expressly permitted by this Agreement or by prior written consent of the Company, no person or entity may:

• •Use the Software for any commercial purpose outside the Company.
• •Copy, reproduce, distribute, publish, or disclose the Software or any portion of it.
• •Create derivative works based on the Software.
• •Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or architecture of the Software.
• •Remove, obscure, or modify any proprietary notices or branding contained within the Software.
• •Transfer, sublicense, lease, sell, assign, or otherwise provide access to the Software to any third party.

The Software constitutes confidential information and trade secrets of Zine Digital Limited.

Authorised Users agree to:

• •Maintain the confidentiality of the Software.
• •Implement reasonable security measures to protect the Software from unauthorised access or disclosure.
• •Use the Software solely for authorised purposes.

These obligations continue indefinitely and survive termination of employment or contractual engagement.

All intellectual property rights associated with the Software, including but not limited to copyrights, patents, trademarks, trade secrets, know-how, and proprietary methodologies, remain the sole property of Zine Digital Limited.

Nothing in this Agreement shall be interpreted as granting any ownership rights or license to any intellectual property except as explicitly stated.

Authorised Users must take reasonable steps to prevent unauthorised access to the Software, including safeguarding credentials, access keys, and repositories containing the Software.

The Software may not be stored, transmitted, or hosted on third-party systems unless approved by the Company.

This license automatically terminates if the user violates any term of this Agreement.

Upon termination or cessation of authorised access, the user must immediately:

• •Stop using the Software.
• •Delete or return all copies of the Software.
• •Cease all activities involving the Software.

The Company reserves the right to revoke access at any time.

Unauthorised access, use, reproduction, disclosure, or distribution of the Software may result in civil liability and criminal penalties under applicable law.

The Company reserves the right to pursue all available legal remedies.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

IN NO EVENT SHALL ZINE DIGITAL LIMITED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE.

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

This Agreement constitutes the entire agreement regarding the Software and supersedes any prior agreements or understandings relating to it.

Any modification of this Agreement must be in writing and approved by Zine Digital Limited.