- This is an agreement between Licensor and Licensee, who is being licensed to use the Software, Patent, and/or Intellectual Property used with the Software.
- Licensee acknowledges that this is a limited nonexclusive license. Licensor is and remains the owner of all titles, rights, and interests in the Software, Patent, and/or Intellectual Property beyond the extent of the Contract Period.
- This License permits Licensee to access the Software on more than one computer system or mobile device, as long as the Software is not accessed or used from more than the Site, Location, or Facility that has purchased said License, see 3a for employee provisions. Licensee will not make copies of the Software (in part or whole), Patent logic, or Intellectual Property associated with Software and Patent, or allow for copies of the Software, or code, (in part or whole) or Patent to be made by others, unless authorized by this License Agreement. Licensee may download reports as designed for Software. The original and any copies of the licensed Software made by Licensee, including translations, compilations, partial copies, modifications, and updates, shall be the property of Licensor.
3a. Employee provisions allow for an employee (which includes vendors and contractors) to work remotely and access the Software from outside the physical Site, Location, or Facility where the License has been granted as long as the remote location does not provide a similar service or function as part of the business. An employee is not to access the Software from a Site, Location, or Facility that provides services or functions and has not purchased a license or has let their license expire.
- Licensor licenses and the Licensee accepts the licensed Software “AS IS.” Licensor PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED SOFTWARE WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED SOFTWARE IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. No agent of Licensor is authorized to make any other warranties.
- Licensors LIABILITY TO LICENSEE OR THIRD PARTIES UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO LICENSOR. LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE’S USE OF THIS LICENSED SOFTWARE OR PATENT.
- Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee’s business operations.
- Licensor has the right to terminate this License Agreement and Licensee’s right to use this Software or Patent upon any material breach by Licensee.
- Licensee agrees to return to Licensor or to destroy all data or printed documentation associated with the Software or Patent upon termination of the License.
- This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding this Software, Patent, and/or Intellectual Property. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding this Software, Patent, and/or Intellectual Property.
- This License Agreement is governed by the laws of the United States and is applicable to United States contracts.
- This License Agreement is valid without Licensor’s signature. It becomes effective upon the earlier of Licensee’s signature or Licensee’s use of the Software and Patent.
- Licensee shall pay, upon contract signing of the licensed Software or Patent, the license fees set forth in LICENSE FEES. However, License Fees do not include any upfront costs, set up, configuration, onboarding, bank fees, travel, sales, legal fees, use or similar taxes due. If Licensor is required to pay any such amounts, Licensee shall reimburse Licensor in full.
- Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each screenshot or any copy of the Software. Licensee agrees not to modify, reverse engineer, disassemble, or decompile the Software, Patent, and/or Intellectual Property, or any portion thereof.
- Licensor holds all rights to the Software, Intellectual Property (IP), and Software code (in part or whole) for a period of 10 years at which time this License Agreement is to be re-evaluated. Any violation of this agreement can result in litigation in an effort to recover damages associated with loss of business and other monetary and non-monetary losses.
License fees apply to 1 Licensee Site/Location/Facility and are subject to change. License Fees may vary due to mutual agreement between Licensor and Licensee to adjust set up and onboarding costs.