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SOFTWARE DISTRIBUTION CLICKWRAP AGREEMENT Note this agreement assumes that it is enacted by an agreement made online. Typically this is done by including checkbox or initial box in the software or web site. As part of the installation and operation of the Software you are about to download and or run you will be required to accept the following terms and conditions. This is legal contract which dictates the terms and limitations of the license and warranty. If you do not agree to the following terms and conditions you must delete and or destroy any and all copies of this Software and related files. By downloading installing or using our Software you are explicitly agreeing to all of the following terms and conditions. 1. Specifications. Company provides its Software in the following versions. Insert versions offered such as Registered and Unregistered and explain the process for evaluation if any upgrading and or licensing other versions of the software. Include statement about whether the software is full featured and is unlocked by registering and purchasing license or whether this is limited version and users must download different full featured version of the Software. 1 Definitions. Software shall mean the Software or Program to be provided by Company to Customer under this Agreement.
License Fee shall mean the one time or recurring fee paid to Company as compensation for continued use of the Software or its related services. Support Services shall mean any help support setup installation or other assistance rendered under this Agreement. Source Code shall mean the readable forms together with make and build files. Customer Data shall mean all information data storage files or input the Customer has made with or in conjunction with the usage of the Software. Delivery shall mean the Software as transmitted by Company to Customer electronically and in accordance with security measures agreed upon by both parties as described in the Specifications. Company Materials shall mean any software code data graphics documentation or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement.
Evaluation Period shall mean the length of time that license shall be valid at no additional charge for particular piece of Software or Service rendered by Company to Customer. 1 Service and Software Provisions. Rights and License Granted. Under the Companys Software agreement Customer shall not be granted any rights or license to the Software or Services. Customer acknowledges that through its subscription payments to Company it is granted access to the Software and Services. Customer further acknowledges that at no time shall Customer be entitled to download distribute install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. The Customer understands that access to the Software ends when one of the following events takes place. Customer fails to make subscription or license payment; Customer violates the terms of this Agreement; or Customer returns reverses or does chargeback or otherwise cancels the license or subscription with 30 day written notice and Customers account is paid in full. Limitations to Rights and License. At no time will Customer hold title to or ownership of any of the Software Company Data or Source Code or any Materials provided to Customer during the term of this Agreement. 1 Length of Service or License.
Insert license time constraints here. For example state whether upgrades are included for length of time and describe any fees required to get continued updates or upgrades. Customer agrees to the initial length of the license Term The length of contract required is based on the type of license desired by Customer and shall be determined solely by Company as defined in the payment option selected by Customer. 1 Software License Start Date. All license fees if any shall be due in advance of any service provided or license granted. Service and or license shall begin upon Company receipt of payment for such first Term of service or upon mutually agreed upon alternate date. 1 Renewal or Upgrade Pricing. Renewal prices for online services upgrades or reoccurring licenses are subject to change. Renewal of services or upgrading by Customer indicates agreement to any contract revisions and price changes. Company does not guarantee pricing for any period of time and Customer shall not be reimbursed or compensated for future increases and decreases between versions of software or services. 1 Software Customization.
Customer acknowledges that the Software is provided as is and as delivered and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in the Software prior to signing this Agreement. 1 Software Support. All support for the Software shall be conducted as defined in the Specifications. 2. End User Pricing and Services Compensation. End User Pricing and Services Compensation are subject to change at the sole discretion of Company.
3. Terms of Payment. Terms of payment are C. O. D. unless credit approval has been granted by Company. If credit approval has been granted credit terms are net ten days upon receipt of invoice. Company reserves the right to revoke any credit extended if payment is in arrears for more than thirty days. 4. Proprietary Information. Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include but is not limited to the provisions of this Agreement product and services information materials software code pricing or any other materials transmitted to Customer under this Agreement. Customer agrees not to decompose disassemble decode or otherwise reverse engineer any Company program code or technology installed or delivered to Customer or any portion thereof; transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; sublicense or allow use of any materials or use of any provided services to any third party without written permission from Company; or use any Materials or Services in any way not intended or expressly provided for by this Agreement. 5. Customer Information Content. Company will exercise no control whatsoever over the content of the information passing through the software network email or web site. 6. Warranties.
Company makes no warranties or representations of any kind whether expressed or implied for the Software it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer including loss of data resulting from delays non deliveries or service interruptions by any cause or due to errors or omissions of Customer. Use of any information obtained by way of Company is at Customers own risk and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end to end connection. Company does not represent guarantees of speed or availability of end to end connections. Company expressly limits its damages to Customer for any non accessibility time or other down time to the pro rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages direct or indirect arising as consequence of such unavailability. 6 No Duty to Customers Users Not Directly Contracted with Company. Company shall have no obligation to support train or troubleshoot issues for any third party user due to problems arising out of the use of the Software provided to Customer by Company. Third parties shall include but are not limited to. vendors contractors Customers customers Customers clients or any third party not directly contracted with Company for Software and Software Support. 7. Trademarks. Customer warrants that Customer has the right to use any applicable trademarks or copyrighted materials that Customer integrates or uses in connection with this Software. 8. Transfer of Agreement. Customer may not assign or transfer this Agreement in whole or in part without the prior written consent of Company. In the event that Customer contemplates whole or partial sale of Customers business ownership change or change in jurisdiction Customer shall notify Company by mail facsimile or email no less than sixty days prior to the effective date of the event.
9. Termination. Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events. failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure appointment of receiver or the filing of any application by Customer seeking relief from creditors expiration of current license fee or evaluation period or upon mutual agreement in writing by Company and Customer. 10. Disputes. If legal proceedings are commenced to resolve dispute arising out of or relating to this Agreement the prevailing party shall be entitled to recover all costs legal fees and expert witness fees as well as any costs or legal fees in connection with any appeals. 11. Indemnification.
Customer shall indemnify and hold Company harmless from and against any and all claims judgments awards costs expenses damages and liabilities including reasonable attorney fees of whatsoever kind and nature that may be asserted granted or imposed against Company directly or indirectly arising from or in connection with Customers marketing or Support Services of the product or Services or the unauthorized representation of the product and Services or any breach of this Agreement by Customer. 12. General. If any provision of this Agreement is held to be unenforceable the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of state or province State. failure by any party to exercise or any delay in exercising right or power conferred upon it in this Agreement shall not operate as waiver of any such right or power. The parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their use of the Software provided by Company.
PRE PACKAGED SOFTWARE SERVICE LEVEL AGREEMENT SLA THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Scope of Support Services. Company shall during the Term as defined below provide to Customer the following development support and help desk consulting services described below the Services or Work Product at such times as Customer may reasonably request. Company will develop process for support services for the Customer for the following software the Software products. Insert Commercial or Pre packaged Software Product names here. Support shall consist of the diagnosis and troubleshooting of technical problems or performance issues surrounding the Software and resolution of issues within the Software. Issues involving process data or other third party requirement not involving technical issue may require escalation to the Software manufacturer alternate solutions or change in requirements not able to be rectified within the Software products.
Company provides email and phone support on daily basis. Daily is defined as 9. A. M. through 5. P. M. Pacific Standard Time PST excluding holidays and weekends. Company also provides ticket based support system available online seven days week twenty four hours day. Company uses best efforts to correct all reported and reproducible errors within the Software. To aid Customers expectations Company uses the following severity classification levels to categorize all reported problems and issues. Severity Classification. High The reported problem is of nature that prevents Customer from being able to use the Software; or critical features are unavailable causing critical interruption of business. Company will commence work on resolving the issue within one hour of notification and will engage Company staff during business hours until an acceptable resolution is obtained. Severity Classification. Medium The reported problem involves features of the Software not working correctly and no alternate solution exists. Company will commence work on resolving the issue within three hours of notification and will engage Company staff during business hours until an acceptable resolution is obtained. Severity Classification. Low
The reported problem involves minor business impact which includes problems with non essential or non critical features individual access to system or device or other compatibility issues not under the direct control of Company. Company will commence work on resolving the issue within one business day of notification and will engage Company staff during business hours until an acceptable resolution is obtained. Severity Classification. Maintenance The reported problem involves maintenance or minor business impact in which an update or patch is to be applied. Maintenance work while often quick to complete may require scheduling or consultation with Company or Customer staff in order to bring about the desired maintenance. Company will commence work on resolving the issue within three business days of notification and will engage Company staff during business hours until the maintenance is completed or an acceptable resolution is obtained. These classifications are not intended as consulting agreement for customer services or services to be rendered to Customers clients. Company reserves the right to send Company staff to Customers location in order to correct problems and will coordinate with Customer on access and scheduling. 2. Scope of Development and Development Support Services. Note. All custom development or integration is subject to separate specification of work unilaterally agreed upon in writing by Company and Customer. Custom development shall not be treated as support or adhere to any schedule not outlined in the Scope of Support Services or Specifications. The Company severity classification does not apply to custom development services.
Development Services include but are not limited to. * Installation of patches fixes and updates to listed software packages. * Custom features and add ons desired by Customer. * Web site or Mail Server integration features. * ETL or other Data processing services. * Synchronization services for devices or workstations. * Evaluation and recommendations regarding application and network security protections or any other concerns Company may have in order to safeguard Customers Software or other related systems.
* Provide consultation and installation Services for any new projects or tasks that Customer requests of Company. * Provide disaster recovery from backups and maintain current file library of all software source code licenses records or purchases Company made for Customer; and maintain history log or other record for Customer concerning all installations upgrades patches or other Services performed for Customer. * Offer general advice and guidance to Customers employees or end users and make recommendations to Customer concerning Customers systems and software. * Liaise with vendors hardware engineers and customer support or other Services or entities related to the maintenance and upkeep of Customers systems and software. 3. Limitation of Services. Company shall not be responsible for the following. 1 Liaising with billing and or accounting on matters related to payment for software licenses services or other items unless directly provided by or acquired for Customer by Company. 2 24 monitoring of web site or web server status unless otherwise specified and agreed upon in the specifications.
3 Fixing errors and omissions contained in any third party resource outside of the direct control of Company unless otherwise agreed upon in the Specifications. 4. Specifications. Company agrees to perform the Services pursuant to the specifications set forth in Exhibit attached hereto the Specifications 5. Term of Service. This Agreement shall commence on start date and shall continue in full force and effect until terminated by either party upon at least ninety days prior written notice. Absent termination notice no event except breach may terminate this Agreement prior to end date. Upon termination of this Agreement Company shall transfer and make available to Customer all property and materials in Companys possession or subject to Companys control that are the rightful property of Customer. Company shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services or Work Product and agree to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Company shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 6. Ownership Rights.
Company shall have ownership to all Companys Material. Companys Material consists of all copyrightable. Materials that do not constitute Services or Work Product as defined in Section Scope of Support Services; Section Scope of Development and Development Support Services; and in Exhibit Specifications. Materials that are owned solely by Company Pre existing Works or licensed to Company. Materials that are incorporated into the Work Product or part of the Services. Additional materials shall include but are not limited to. Insert additional materials here. Company shall hold all rights title and interest in and to Companys Material. Customer shall not do anything that may infringe upon or in any way undermine Companys rights title and interest in Companys Material as described in this paragraph 6. Notwithstanding the above Company hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of any of Companys Material employed under this Agreement. 7. Compensation. For all of Companys Services under this Agreement Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement breach immediately stop all Services or bring legal action.
8. Work Performed at Customers Location. Rules governing work performed by the Company that is considered onsite shall be defined in Exhibit B. Rules shall include but are not limited to. Availability of Company for visits any required number of onsite visits for this Agreement defining provisions and responsibilities for Customer to accommodate onsite visits and any other related matters pertaining to work performed at Customers location s. 9. Mutual Confidentiality. Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the Services or Work Product are the property of Company. Materials shared between Company and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respective owner the Owning Party and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the Owning Party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or has been previously made available by the Owning Party in public venue. 10. Limited Warranty and Limitation on Damages. Company warrants the Services or Work Product will conform to the Specifications. If the Services or Work Product do not conform to the Specifications Company shall be responsible for correcting the Services or Work Product without unreasonable delay at Companys sole expense and without charge to Customer to bring the Services or Work Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company is not responsible for the results obtained by Customer when using any Services or Work Product produced by Company. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Company as set forth in Exhibit attached hereto. No action regardless of form arising out of the Services rendered or Work Product under the Agreement may be brought by either party more than one year after the cause of action has occurred. In no event shall Company be held liable for consequential damages. 11. Independent Contractor. Company is retained as an independent contractor. Company will be fully responsible for payment of Companys own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Companys behalf. Company understands that its employees will not be entitled to any fringe benefits that Customer provides for Customers employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance.
11 Independent Contractor Behavior. Company agrees to adhere to all of Customers policies and procedures concerning code and conduct while on Customers premises. Customer agrees to make available to Company prior to the commencement of this Agreement all manuals codes rules and regulations that Customer requires Customers staff or employees to read and or sign. 12. Insurance. Company shall maintain throughout the entire term of this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out of or be based upon any act or omission of Company or any of their employees agents or subcontractors under this Agreement. Upon written request Company shall provide certificates from Companys insurers indicating the amount of insurance coverage the nature of such coverage and the expiration date of each applicable policy. Company shall not name Customer as an additional insured on any applicable policy at any time during this Agreement or as condition of acceptance of this Agreement. 13. Equipment. Customer agrees to make available to Company for Companys use in performing the Services required by this Agreement such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose.
13 Expenses. Company will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. Rules governing expenses for work performed by the Company that is considered onsite work shall be defined in Exhibit A. 14. General Provisions. 14 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto. 14 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 14 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of their obligations under this Agreement without Customers prior written consent. 14 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 14 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement.
14 No Right to Assign. Company has no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign Customers rights and obligations under this Agreement. 14 Payments. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Company has the right to withhold Services remove Work Product from Consultant owned resources or seek legal remedy until payment is made in full plus accrued late charges of 2% per month. 14 Indemnification. Customer warrants that everything Customer gives Company in the execution or performance of Services or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer or copyright infringement. 14 Use of Descriptions of Services or Work Product for Promotional Purposes.
Customer grants Company the right to use descriptive text testimonials performance metrics and other images photos and or graphics that demonstrate the Services or Work Product for promotional purposes and or to cross link such items with other promotional resources developed by Company. 14. 10 No Responsibility for Theft. Company has no responsibility for any third party taking all or any part of the Services or Work Product results of Services or Work Product or the improper use by any third party of any Services or Work Product produced by Company. 14. 11 Right to Make Derivative Works. Company has the exclusive rights in making any derivative works of any Services methodology or Work Product. 14. 12 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 14. 13 No Responsibility for Loss.
Company is not responsible for any down time lost files equipment failures acts of nature or any damage resulting from activities considered beyond the control of Company such as war riots natural disasters vandalism and other events. The parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer.
Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials