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SOFTWARE LICENSE AGREEMENT

This Agreement is made between ________(the "Licensee") located at

_________________, _______________

and AWT Technical Support (the "Licensor") with a principal place of

business in Youngstown, Ohio 44515.

(a) "Software" means the computer programs and documentation listed and described in Schedule A attached to this Agreement.

(b) "Install" means placing the Software on a “web” server’s hard disk, CD-ROM or other secondary storage device.

(c) "Use" means (i) executing or loading the Software into “web” server’s RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes.

2. GRANT OF RIGHTS. Licensor hereby grants to Licensee a 6 month trial, nonexclusive license to install and use the Software with up to 10 single-users.

3. LICENSE TERM. This License is effective when executed by both parties and will last for a term of 6 months. There is no automatic renewal, and the Licensee will be required to purchase the full version of the product as long as a “stable” release of the product is available at that time.

4. LICENSE FEE. Licensee agrees to pay Licensor the following license fees:

  • Supervisor Users:$200/year
  • Standard Users: $5/year.

5. TERMINATION. Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this License or if Licensee becomes bankrupt or insolvent.

6. RETURN OR DESTRUCTION OF SOFTWARE UPON TERMINATION. Upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software including partial copies and modifications. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business to assure compliance with this provision.

7. TITLE TO SOFTWARE. Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.

8. MODIFICATIONS AND ENHANCEMENTS. Licensee will make no efforts to reverse engineer the Software, or make any modifications or enhancements without Licensor's express written consent.

9. WARRANTY LIMITATIONS. THE SOFTWARE IS PROVIDED "AS IS." LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

10. REMEDY LIMITATIONS. Licensor's entire liability and Licensor's sole and exclusive remedy for breach of the foregoing warranty shall be Licensor's option to either:

- Return to Licensee the license fee for the period in which the Software did not perform according to this warranty, or

- Repair the defects or replace the Software.

11. DAMAGE LIMITATIONS. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND LICENSOR'S LIABILITY TO LICENSEE FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL BE LIMITED TO THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE AS COMPENSATION FOR THE SOFTWARE DURING THE 3 MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE.

12. CONFIDENTIALITY. Licensee will treat the Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.

13. ARBITRATION. The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location: Mahoning County. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

14. ATTORNEY FEES. If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.

15. GENERAL PROVISIONS.

(a) Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.

(b) Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule or attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.

(c) Applicable law: This License will be governed by the laws of the State of Ohio.

(d) Notices: All notices and other communications given in connection with this License shall be in writing and shall be deemed given as follows:

- When delivered personally to the recipient's address as appearing in the introductory paragraph to this License;

- Three days after being deposited in the United States mail, postage prepaid to the recipient's address as appearing in the introductory paragraph to this License; or

- When sent by email or fax to the listed email or fax number of the recipient known to the party giving notice. Notice is effective upon receipt.

Any party may change its address appearing in the introductory paragraph to this License by given notice of the change in accordance with this paragraph.

(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

16. ASSIGNMENT. The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent. Licensor may impose a reasonable license fee on any such assignment.

16. OPEN SOURCE SOFTWARE INCLUDED. The Licensor will provide upon request all documentation and source code to Open Source Software used within the Software. The Licensor will provide a list of all Open Source Software within the “About” section of the Software.

17. TRIAL VERSIONS. The Licensor shall provide a trail version of the Software to Licensee upon request and for duration of at least 30. The Licensor may provide an extended trail period at the Licensor’s discretion for any given amount of time. During this Trial Period, the Licensee will follow all rules governed by this License Agreement.

18. STABLE AND BETA VERSIONS. The Licensee has an option to use a “Beta” version of the Software when available. If no “Stable” version of the software is available, then the “Beta” version will be used and the Licensee will be charged only for the resources to run the Software and any time it takes for custom configurations, workflow setups, and training associated to the Software. When a “Beta” version is moved to be “Stable” version, the Licensee will be allowed to use the software for 30 additional days at no cost. At the end of those 30 days, the Licensee will need to purchase the “Stable” version of the Software at the applicable rates. The Licensor may provide a trail period according to Section 17 of this agreement. Failure to obtain a trail or license after 30 days, the Licensor has the right to limit or terminate the software.

19. DATA OWNERSHIP. The Licensee at all times will own the data entered into the Software and may do with this data as they wish. However, to protect some of the confidential data structures of the Software being sent to a 3rd party Software Vendor, written notice to the Licensor must be provided requesting a Data Dump of the Licensee’s data must be given. The Licensor will grant all reasonable requests within 30 Days of receipt of the notice. No fees will be charge to the Licensee for a Data Dump exception:

(a). The Licensee is requesting a non industry standard Data Dump

(b). The Licensee is using a Trial or Beta Version of the Software

Exceptions will be charged a “Development” Fee which will be based on $25/hour

19. PERPETUAL OWNERSHIP AFTER LICENSE EXPIRATION. If the Licensee fails to renew the contract of the Software and the Software becomes expired, the Licensor will not shut off the Software from being used, but will stop Software updating and Limit its usage. Limits of the Software include but are not limited to:

(a). user accounts will be locked down. No accounts can be added or modified (with the exception of disabling an account)

(b). some form of expiration notice will be present to all users of the Software.

Attempts to remove any of these limitations will result in a Licensee fee including any back pay from the date in which the Software had expired.

Trial and Beta versions of the Software do not follow any of the above rules, and will be shut down once expired.

20. THIS SOFTWARE LISENCE AGREEMENT MAY BE MODIFIED AT ANY TIME WITH 30 DAYS WRITTEN NOTIFICATION TO THE LISENCEE PRIOR TO THE CHANGES.

 

LICENSOR

AWT Technical Support

By: _____________________________________ Dated: ______________________

 

Andrew Turner, Owner

 

LICENSEE

By: _____________________________________ Dated: ______________________

Name: ______________________, Title: ____________________