SOTWARE LICENCE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU, A SINGLE
INDIVIDUAL, ENTITY OR GOVERNMENT ORGANIZATION AND [NAME OF COMPANY] AND
ITS AFFILIATES FOR THE SOFTWARE YOU ARE LICENSING. CAREFULLY READ THIS
AGREEMENT BEFORE YOU INSTALL OR USE THE SOFTWARE. BY INSTALLING OR USING
THE SOFTWARE OR BY CLICKING ON “ACCEPT” YOU AGREE TO BE BOUND BY THE
TERMS OF THIS AGREEMENT AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO
ENTER INTO THIS AGREEMENT. ALL SOFTWARE ORDERED THROUGH AN AUTHORIZED
RESELLER OR DISTRIBUTOR IS GOVERNED BY THIS AGREEMENT. IF YOU DO NOT HAVE
THE AUTHORITY TO ENTER INTO THIS AGREEMENT, OR IF YOU DO NOT AGREE TO THE
TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL OR USE THE SOFTWARE. THIS
AGREEMENT, SHALL GOVERN YOUR INSTALLATION AND USE OF THE PRODUCTS UPON
THE EARLIER OF YOUR AGREEMENT TO PURCHASE A LICENSE FOR SUCH PRODUCTS OR
YOUR INSTALLATION OR USE OF THE PRODUCTS.
THIS SOFTWARE LICENSE AGREEMENT (this “Agreement”), dated as of the date of your
purchase or receipt of a license to use the Software, is between [NAME OF COMPANY]
(“Licensor”) and the customer set forth on the Order Form pursuant to which the
licenses for the Software were purchased (“you” or “Licensee”), and sets forth the
terms and conditions whereby Licensor agrees to provide to you and you agree to
acquire from Licensor one or more licenses to use certain software, documentation
and maintenance services related thereto, owned or licensed by Licensor, as set forth
on the applicable Order Forms delivered in connection with this Agreement. To the
extent any terms or conditions contained in the Order Form conflict with the terms or
conditions contained in this Agreement, the terms and conditions of the Order Form
shall supersede only those conflicting terms or conditions contained in this Agreement
and only to the minimum extent necessary to harmonize the terms in such Order Form
with the terms contained herein. The Order Form together with the terms and
conditions of this Agreement, shall constitute and be construed as a single agreement
consisting of the terms and conditions contained in the Order Form together with the
terms of this Agreement. This Agreement specifically supersedes and replaces the
terms and conditions of all prior agreements between Licensor and you, including, but
not limited to, any demo or trial agreements which may accompany or are embedded
in Licensor’s products or which have been previously in force between the parties.
In consideration of the mutual promises and agreements contained herein, the parties
hereto also agree as follows:
- EVALUATION SOFTWARE.
If you have acquired the Software for evaluation, trial or beta purposes you are
permitted to install and use one (1) copy of the Software for Non-Production
evaluation purposes only for the limited time period as specified in the Order Form. If
no time period is specified, your usage is limited to a thirty (30) day period, and the
Software may contain an automatic disabling mechanism that prevents use of the
Software beyond the permitted evaluation period. THE SOFTWARE PROVIDED FOR
EVALUATION PURPOSES IS PROVIDED “AS IS”, LICENSOR AND ITS RESPECTIVE
EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS OR AGENTS, MAKE
NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, ORAL OR IN WRITING,
WITH RESPECT TO THE SOFTWARE PROVIDED FOR EVALUATION PURPOSES, INCLUDING
ITS FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, QUALITY
OR ITS NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING,
BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES (INCLUDING LOST PROFITS AND LOST DATA) ARISING OUT OF THE
USE OF OR THE INABILITY TO USE THE SOFTWARE PROVIDED FOR EVALUATION
PURPOSES.
- LICENSE GRANT.
Licenses Generally
Subject to the terms and conditions of this Agreement and your payment of all fees
owing, from time to time, under this Agreement, including, but not limited to the
applicable licensing restrictions set forth herein, and subject further to your full
compliance herewith and according to the scope, time period and other terms
indicated on the applicable Order Form delivered in connection with this Agreement,
Licensor hereby grants you and you hereby accept from Licensor, a non-exclusive,
non-transferable and non-assignable (except as otherwise expressly provided in this
Agreement) right and license to install, access and use the Software for your internal
business operations in the territory set forth in the applicable Order Form in
accordance with the number and type of licenses set forth in the applicable Order
Form. You hereby acknowledge that the licenses granted hereunder and the
restrictions applicable to your installation and use of the Software will vary according
to the type of license purchased by you, as specified in the applicable Order Form.
You hereby agree to the following license restrictions and conditions applicable to the
Software set forth in the Order Forms delivered by you under this Agreement.
- TERMINATION
Upon expiration or termination of this Agreement, whether by you or by Licensor and
whether due to nonpayment of renewal subscription license fees, breach of any term
or condition or for convenience, you shall not be entitled to receive, and Licensor
shall have no obligation to provide you with, Updates or New Releases and the Per
Developer License shall terminate and you shall have no right or license to create or
modify any Applications Can we put something in that covers they lose use and access
to software and information in it? - FEES.
You agree to pay the applicable license fees for the Software and any applicable
delivery charges, taxes, customs, duties or other governmental fees, relating to the
license for the Software. Payment for all fees shall be due thirty (30) following
receipt by Licensee of an invoice by Licensor specifying the amounts due, unless
otherwise set forth in an Order Form accepted by Licensor. All fees are
nonrefundable. Any amounts not subject to a good faith dispute that are past due will
incur interest at the highest rate then permitted by law. Additionally, Licensor may
suspend Updates and support services until the undisputed portion of your account is
brought current. You are responsible for paying the full amount of fees to Licensor
regardless of any taxes or bank transaction fees you are required to pay. Unless
timely provided with a valid certificate of exemption or other evidence that items are
not taxable, Licensor will invoice you for all applicable taxes including, but not
limited to, VAT, GST, sales tax, consumption tax and service tax. If any withholding
tax is required by applicable law to be paid by you in relation to payments due to
Licensor hereunder, you will provide Licensor with official receipts and/or certificates
from the appropriate taxing authorities to establish that any applicable taxes have
been paid.
- ELECTRONIC DELIVERY
All Licensor Material shall be delivered by Licensor to you via electronic delivery using
a secure internet download site. Ownership of all the licenses purchased hereunder
and risk of loss for the related Licensor Materials shall be deemed to have passed to
Licensee on the date (the “Delivery Date”) that Licensor has made the Licensor
Material available for download by Licensee, notified Licensee of the availability of
the Licensor Material for download and provided Licensee with all license keys, if any,
necessary for the installation and operation of the Software. - SOFTWARE SUPPORT, MAINTENANCE AND ENHANCEMENT.
Support services for the Software and maintenance Updates, including New Releases
of the Software, are included in paid subscriptions during the subscription term.
Licensor may provide support directly or through its authorized agents,
representatives, subcontractors or partners. - VERIFICATION
You acknowledge and agree that Licensor may, upon reasonable notice to you,
request records to verify your use of the Software complies with the terms of this
Agreement.
If an audit reveals that Licensee has underpaid fees to Licensor, Licensee shall be
invoiced for such underpaid fees (based on the list prices in effect at the time the
audit is completed); and if the underpaid fees exceed 5% of the License fees already
paid, then Licensee shall also pay Licensor the reasonable costs of conducting the
audit.
- OWNERSHIP.
The Software is licensed and not sold to you. Licensor or its third party licensors and
suppliers shall at all times retain all right, title, and interest in the Software,
Documentation, and Updates, including but not limited to any copies that You are
permitted to make herein (“Licensor Materials”). All applicable common law and
statutory rights in the Licensor Materials, including, but not limited to, rights in
confidential and trade secret material, source code, object code, Intellectual
Property rights, trademarks, service marks, patents, and copyrights, shall be and will
remain the property of Licensor. You shall have no right, title, or interest in such
proprietary rights except as provided in this Agreement. You recognize Licensor’s
rights in the Licensor Materials and in the Intellectual Property rights therein and will
not at any time knowingly bring such title or validity into issue or in any way impair
the title of Licensor to any of such rights. By virtue of this Agreement, you acquire
only the non–exclusive right to use the Licensor Materials and do not acquire any
rights of ownership to the Licensor Materials. Except for the license rights expressly
granted herein, this Agreement grants no additional express or implied license, right
or interest in the Licensor Materials or other Intellectual Property rights of Licensor or
its Affiliates. Licensor reserves all rights not expressly granted to Licensee in this
Agreement. You are responsible for any copyright infringement that is caused by you
or any of your contractors. Licensee agrees that Licensor’s third party licensors and
suppliers are intended third party beneficiaries of all terms and conditions of this
Agreement intended to protect intellectual property rights in the Software.
Does this protect against duplicating or coping software in any way or form?
- TERM OF LICENSE; TERMINATION (I would like auto renewal until canceled)
The term of each subscription license shall be twelve months from the Delivery Date
unless the Order Form states otherwise and the license for the Software and this
Agreement will terminate at the end of the subscription term unless it is renewed.
Each subsequent annual renewal subscription term will start on the day following the
expiration of the previous subscription term regardless of the actual subscription
renewal date. The subscription term and each renewal thereof is referred to herein
collectively as the “Term.” You may terminate this Agreement at any time by
providing written notice to Licensor, however, you will remain liable for the full
amount of license fees for the entire subscription term and you will not receive a
refund of any fees paid. If at any time you fail to make timely payment of any
applicable fees due in respect of Software licensed or maintenance service or use the
Software in excess of the number of licenses purchased or violate any term or
condition contained herein, then Licensor may, in addition to any other remedy to
which it may be entitled, terminate your license to the Software and any rights you
may have to maintenance services. Either party may terminate this Agreement,
effective immediately upon written notice.
- INDEMNIFICATION.
You agree to defend, indemnify and hold harmless Licensor, its suppliers and its
Authorized Partners from and against liabilities, costs, damages and expenses
(including settlement costs and reasonable attorney fees) arising from any claims
from anybody that result from or relate to you and your contractor’s use,
reproduction or distribution of the Software or any permitted Applications herein - DISCLAIMER OF WARRANTY.
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, LICENSOR
SPECIFICALLY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS
REGARDING THE USE, OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF
CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS EMPLOYEES SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND
LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. FURTHER, THE
SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR
INTENDED FOR USE OR RESALE AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS
ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR
TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN
WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL
INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”).
LICENSOR AND ITS LICENSOR SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED
WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. If a jurisdiction applicable to this
Agreement restricts the exclusion of certain implied warranties, limitations on how
long an implied warranty may last, or the exclusion or limitation of incidental,
consequential, or special damages: (A) each warranty which cannot be excluded is
limited in time to sixty (60) days from the date of Delivery; and (B) Licensor’s total
liability to Licensee for breach of all such warranties are limited to the amount stated
in Section 12 (Limitation on Liability).
- LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
LICENSOR’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY (IF ANY) TO YOU FOR ANY
AND ALL CLAIMS OF ANY KIND ARISING HEREUNDER EXCEED THE AMOUNT OF LICENSE
FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM IN THE
TWELVE MONTHS PRECEDING THE CLAIM. LICENSOR’S AND THEIR SUPPLIERS SHALL
HAVE NO LIABILITY TO YOU FOR ANY DAMAGES SUFFERED BY YOU OR ANY THIRD
PARTY AS A RESULT OF USING THE SOFTWARE. NOTWITHSTANDING THE FOREGOING,
IN NO EVENT SHALL LICENSOR, OR ANY OF ITS RESPECTIVE SUPPLIERS BE LIABLE FOR
ANY LOST SALES, LOST REVENUE, LOST PROFITS, LOST OR CORRUPTED DATA, OR
REPROCUREMENT AMOUNT OR FOR INDIRECT, PUNITIVE, AGGRAVATED, EXEMPLARY,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING,
WITHOUT LIMITATION, ANY COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND
REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OR INABILITY TO
USE THE SOFTWARE, EVEN IF LICENSOR AND/OR ANY OF ITS RESPECTIVE SUPPLIERS
HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EACH EXCLUSION OR
LIMITATION IS INTENDED TO BE A SEPARATE AND THEREFORE SEVERABLE EXCLUSION.
The parties agree that the limitations specified in this Section 12 will survive and
apply even if any limited remedy specified in this Agreement is found to have failed
of its essential purpose. The provisions of this Agreement allocate the risks between
Licensor and you. The fees reflect this allocation of risk and the limitations of liability
herein.
- GENERAL.
Each Party shall comply with all laws applicable to the actions contemplated by this
EULA. You acknowledge that the Software is of United States origin, is provided
subject to the U.S. Export Administration Regulations, may be subject to the export
control laws of the applicable territory, and that diversion contrary to applicable
export control laws is prohibited. you represent that (i)you are not, and are not acting
on behalf of, (a) any person who is a citizen, national, or resident of, or who is
controlled by the government of any country to which the United States has
prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury
Department list of Specially Designated Nationals and Blocked Persons, or the U.S.
Commerce Department Denied Persons List or Entity List; and (ii) you will not permit
the Software to be used for, any purposes prohibited by law, including, any prohibited
development, design, manufacture or production of missiles or nuclear, chemical or
biological weapons.
(B) The Software is deemed to be “commercial computer software” and “commercial
computer software documentation”, respectively, pursuant to DFAR Section 227.7202
and FAR Section 12.212(b), as applicable. Any use, modification, reproduction,
release, performing, displaying or disclosing of the Software by the U.S. Government
shall be governed solely by the terms and conditions of this EULA. However, the terms
and conditions of this Agreement shall not apply to any agency procuring this
Software on behalf of the U.S. Government solely for the U.S. Government’s use.
This Agreement is personal to you. You may not transfer, assign or otherwise convey,
novate or encumber this Agreement or the Software, in whole or in part, to any other
party, including any parent, subsidiary or affiliated entity, whether through a Change
of Control which is voluntary or involuntary, by Merger, consolidation, dissolution,
operation of law, or any other manner without Licensor’s express written consent.
- GOVERNING LAWS
This Agreement shall be governed by the laws of the state of TEXAS
In witness whereof, this Agreement is duly executed by the duly authorized
representatives of the parties as set forth below:
Client/User Signature Date
Company’s official signature Date
Need some language to address non-disclosure and confidentially.
Not to replicate, duplicate or copy; if legal
Also protection for trade secrets…this may be in here, if so just point it out.
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