SOFTWARE LICENSE AGREEMENT

by | Feb 5, 2022 | Samples legal papers

SOFTWARE LICENSE 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.

  1. 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
      1. 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.
      2. Upon termination, the user loses all rights in regards to the use and access of the software and all the information therein.
  • 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. (this provision protects against any replications/copying/duplicating your software)
    1. 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.
    2. Any form of copying/duplicating/replicating of the software is in breach of the terms of this agreement and will not only lead to immediate termination but also a legal suit may follow. This particular provision shall survive the termination of this agreement.

  • TERM OF LICENSE; TERMINATION

The term of each subscription license shall begin when the license is first issued until the day the license will be cancelled. The subscription shall be auto renewed until cancelled. The subscription term and each auto 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. 

  • NON DISCLOSURE (this provision protects information including trade secrets and serves as non-disclosure and confidentiality clause.)
    1. Confidential Information

The licensee understands and acknowledges that during the Term of the license, the licensee will have access to and learn about Confidential Information, as defined below.

  1. Confidential Information Defined. 

For purposes of this Agreement, “Confidential Information” includes, but is not  information generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, device configurations, embedded data, compilations, metadata, technologies, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, customer lists, client information, client lists, manufacturing information, factory lists, distributor lists, and buyer lists of the Company or its businesses or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.

  1. The licensee understands and agrees that “Confidential Information” includes information developed by licensee in the course of the transactions by the Company as if the Company furnished the same Confidential Information to the licensee in the first instance. 
  2. The licensee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
  3. “Confidential Information” shall not include information that is generally available to and known by the public at the time of disclosure to the Employee; provided that, such disclosure is through no direct or indirect fault of the licensee or person(s) acting on the licensee’s behalf.
  4. The licensee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources. This Confidential Information provides the Company with a competitive advantage over others in the marketplace and should not be breached.
  5. Disclosure and Use Restrictions. The licensee agrees and covenants: 
    1. to treat all Confidential Information as strictly confidential;
  • not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company if any) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company. 
  • 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

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