This Software License Agreement (the “Agreement”) is made and effective immediately, BETWEEN: Agnitech (the "Licensor"), AND: [LICENSEE] (the "Licensee"), a licensed end-user of the software supplied by Agnitech.
WHEREAS, Licensor has developed certain computer programs and related documentation more particularly described as (the "Products") and desires to grant Licensee a license to use the Software.
WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows:
Definitions
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
"Acceptance" of Software means completion of the license purchase process through the Agnitech website following the explicit acceptance of the [LICENSEE] to the terms of this agreement.
"Documentation" means the user, system, and installation documentation for the Software.
"Error" means a material failure of the Software to function in conformity with the Specifications.
"License" means the license granted by Licensor to Licensee to use the Software and Documentation in accordance with the terms and conditions of this Agreement.
"Licensed Copies" means the number of copies of the Software and Documentation being licensed to the Licensee.
"Location(s)" means Licensee's offices or business locations licensed to use this software.
"Price" means the License Fees Licensee shall pay to purchase a license of this software.
"Software" means the computer programs downloaded from the Licensor's website in machine-readable, object code form, and any computer programs provided to Licensee.
"Specifications" means Licensor's current published Product Release Definitions.
"Warranty Period" there is no warranty provided to the Licensee by the Licensor, it is up to the Licensee to download and try the software for the 90-days that are provided for FREE by the Licensor prior to committing to purchasing this software. Once the Licensee makes the purchase, it is assumed that the Licensee has tried the software and is fully satisfied with the functions and features implemented in this said software.
2. Software License
2.1 License
Licensor grants Licensee a non-exclusive, non-transferable license to (1) use the Software and Documentation solely for its internal operations at the Location(s) and on the Designated Environment, and (2) copy the Software and Documentation for archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all copies shall be subject to the terms of this Agreement.
2.2 Distribution
Except as explicitly provided herein, Licensee shall not: (1) make available nor distribute all or part of the Software or Documentation to any third party by assignment, sublicense, or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Software or Documentation; or (3) use the Software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Software.
3. Installation And Acceptance
Licensor shall make the software available for download through its official company website. Licensee's Acceptance of the Software shall occur at the time of the purchase of the software license, or as soon as the Licensee installs the software. If Licensee provides notice to Licensor of any Error(s) and Licensor verifies the alleged Error(s), the Licensor shall make every reasonable effort to correct these Error(s), and shall provide an updated version of the software through its website to make it available for prospective and existing customers.
4. Price And Payment
4.1 Price
Licensee agrees to the payment of the Price for the license that is stated on the Licensor's website at the time of purchase.
5. Proprietary Rights
Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party.
6. Limited Warranty
Licensor provides the software for download through its official website for a 90-days FREE trial. Customers have the opportunity to download and try the software for FREE before committing to purchasing a license. It is therefore assumed that when a customer purchases a license, the customer has had the opportunity to download and try the software before deciding to buy it, and therefore, accepts the terms stated in this license agreement. If any error(s) are discovered after the Licensee has purchased a license, the Licensee shall notify the Licensor of such Error(s), and the Licensor shall make every reasonable effort to resolve such errors when possible, or, at the Licensor's sole discretion, the Licensor will refund a portion of the original price paid by the licensee up to the maximum price paid.
7. Warranty Disclaimer
THE PARTIES AGREE THAT THE SOFTWARE'S FAILURE TO PERFORM IN ACCORDANCE WITH THE SPECIFICATIONS SHALL NOT BE CONSIDERED A FAILURE OF THE ESSENTIAL PURPOSE OF THE REMEDIES CONTAINED HEREIN. EXCEPT FOR THE ABOVE LIMITED WARRANTY, THE ENTIRE RISK OF THE SOFTWARE'S QUALITY AND PERFORMANCE IS WITH LICENSEE.
8 Liability
The foregoing states Licensor's entire obligation and liability with respect to the infringement of any property right.
8.1 Limitation Of Liability
LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL
OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF LICENSOR TO LICENSEE FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT PAID TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT.
THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT.
9 Force Majeure
Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, or any other cause beyond its reasonable control.
10. Term And Termination
10.1 Termination
The License granted herein shall remain in effect perpetually unless terminated by either party.
10.2 Breach
Licensor may terminate this Agreement and the License, without prejudice to any other remedy Licensor may have, immediately without further obligation to Licensee, in the event of (1) any breach by Licensee of any sections of this Agreement.
10.3 Cessation of Use
Upon termination of this Agreement, Licensee shall cease using the Software immediately.
11. Validity
If any part of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.
12. Binding Agreement
This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. Licensee may not assign its rights or obligations under this Agreement without the prior written consent of Licensor.
13. No Waiver
Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy.
14. Attorneys' Fees
Licensee shall be responsible for Licensor's reasonable attorneys' fees associated with the enforcement of the terms of this Agreement or the collection of any amounts due under this Agreement.
15. Survival
All sections of this agreement shall survive the termination of this Agreement for any reason.
16. Entire Agreement
This Agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings, and all other agreements, oral, and written between the parties relating to the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date of the payment made by the Licensee to purchase a license from the Licensor, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.
