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Use this clickwrap agreement in software installers or distribution packages such as PAD (Portable Application Description) generators that create XML files for use with software distribution sites.
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Related documents may be used in conjunction with this document depending on your situation. Many related documents are intended for use as part of a contract management system.

Related Documents:
PAD Software Distribution Clickwrap Agreement
Disclaimers: Proposal Kit, Inc. makes no warranty and accepts no responsibility for suitability of any materials to licensees business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for results obtained. Information included is not legal advice. Use of any supplied materials constitutes acceptance and understanding of these disclaimers.

How do you write a PAD Software Distribution Clickwrap Agreement document?

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.

How do you write a Software Product Inclusion Contract document? (alternate or related contract document)

SOFTWARE INCLUSION AGREEMENT This Licensing Agreement the Agreement is entered into this current day day of current month current year by and between company name state or province company hereafter Licensee and company name hereafter Company This Agreement shall begin on start date and shall terminate on end date unless terminated for any reason by either party upon thirty days prior written notice. Recitals Licensee desires to license Software the Software from Company to be redistributed and included in product released by Licensee the Product or Licensees Product in accordance with the terms of this Agreement and as outlined in Exhibit the Specifications attached herein. Agreements In consideration of the mutual covenants set forth in this Agreement Company and Licensee hereby agree as follows.

1. Scope of Inclusion. Company grants to Licensee its agents successors or assigns those for whom Licensee is acting and those acting with its authority and permission Limited License to use install and sublicense to others one single copy of the Software and is granted the Limited right and permission to distribute the Software according to the Specifications set forth in Exhibit to third party the Sublicensee All such sublicenses must be accompanied by an unabridged copy of this license Agreement and must present this license Agreement to each Sublicensee for acceptance prior to any installation of the Software in any format. Licensee is solely responsible for all damages expenses fees or costs associated or in connection with any activities under this Agreement. Licensee may not appoint subdistributors or transfer this Agreement under any circumstance. Under no circumstances may Licensee quote separate fee for or value ascribed to any component of the Software provided to Licensee by Company under this Agreement. 2. Compensation. The Licensee will pay Company the following license fees under this Agreement as outlined in Exhibit the Payment Terms 3. Copyright Notices and Terms. Licensees Product may only be copyrighted in whole or in part so long as Companys rightful copyright notice are displayed and credited and copy of this license Agreement is included with Licensees Product. Failure to display Companys copyright notices will constitute breach in this Agreement. 4. Presentation of Copyright License and Terms of Use. The Software may only be included in Licensees Product for distribution so long as this license Agreement and any other licenses terms of use agreements or other documentation required by Company is presented to the Sublicensee in manner which the Sublicensee can agree to. Acceptable formats will include the presentation of the license Agreement in format that the user is required to click on an agree button prior to the installation of the Software or any other format agreed upon in the Specifications.

5. No Additional Licenses. Company does not grant Licensee the right to use Companys name logo graphics text testimonials quotes or other Company owned material in connection with Licensees Product other than the inclusion of the Software and presentation of this Agreement unless otherwise agreed upon in the Specifications. Licensee acknowledges that Company retains all rights interest and ownership in the Software. At no time will Licensee attempt to derive or be able to assert any title or interest in the Software other than the rights and licenses granted under this Agreement. 6. Reverse Engineering. Licensee may not modify disassemble decompile or otherwise reverse engineer the Software or any component thereof at any time. 7. Termination. Either party may terminate this Agreement at any time for any reason with or without notice. Upon termination of this Agreement all rights granted to Licensee herein shall immediately cease and Licensee must immediately cease distribution of the Software and remove all copies of the Software from circulation where applicable. 8. Risk of Use. Licensee acknowledges that the Software or any component therein may produce unexpected results or errors and may not be suitable for all platforms computers systems or otherwise. Use of the Software by Licensee or any Sublicensee is at their own risk. 9. No Responsibility for Loss.

Company is not responsible for any down time lost files improper links or any other loss that may occur during the installation or use of the Software. 10. Indemnification. Licensee agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Software including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Software copyright infringement or Licensees Product. Further Licensee agrees to indemnify Company from responsibility for problems disruptions caused by third party services or tools that Licensee may use such as installation software demos trials delivery systems servers merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate to the distribution delivery and inclusion of Companys Software in Licensees Product. 11. Export Law. Licensee acknowledges that the Software and its inclusion in Licensees Product are subject to United States export control laws and regulations. Licensee agrees not to export any Software component or other material owned by Company whether directly or indirectly to any country or end user that is subject to United States export restrictions. Licensee shall not import Software into any country except as permitted by the laws and regulations of the applicable country.

12. Communication. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited postage prepaid by first class regular mail addressed to the other partys last known address. 13. Entire Agreement. This Agreement constitutes the entire Agreement of the parties with regard to the subject matter hereof and replaces and supersedes all other agreements or understanding whether written or oral. No amendment extension or change of the Agreement shall be binding unless it is in writing and signed by all of the parties hereto. 14. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Licensee and to Licensees successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Company of any of its rights or obligations hereunder to any third party without Licensees prior written consent. 15. Disputes.

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. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. To any portion of this Agreement declared unenforceable that portion shall be construed to give it the maximum effect possible and the remainder of this Agreement shall continue in full force and effect. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature 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 Company Initials Licensee Initials

How do you write a Software EULA and Warranty Agreement document? (alternate or related contract document)

SOFTWARE LICENSE AGREEMENT AND WARRANTY STATEMENT End User Perpetual License Redistribution Prohibited company name IS WILLING TO LICENSE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE OPENING THE PRODUCT PACKAGE AND INSTALLING THE SOFTWARE AS OPENING THE PRODUCT PACKAGE AND INSTALLING THE SOFTWARE WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU DO NOT AGREE WITH THESE TERMS THEN company name IS UNWILLING TO LICENSE THE SOFTWARE TO YOU IN WHICH EVENT YOU SHOULD RETURN THE SOFTWARE TO THE PLACE OF PURCHASE AND RECEIVE FULL REFUND. 1. The Software. The accompanying computer programs data compilation and documentation are referred to herein as the Software. 2. Perpetual Term. The term of the license granted herein shall be perpetual unless terminated by written notice by you for convenience or terminated by either party for material breach. Immediately upon termination of this license for any reason you shall return to company name all copies of the Software and documentation. 3. License Grant Single Standalone CPU. You are granted non exclusive rights to install and use the Software on single computer only; however if the software is permanently installed on the hard disk or other storage device of computer other than network server and one person uses that computer more than 80% of the time then that person may also use the Software on portable or home computer. You may not install the Software on network or transmit the Software electronically from one computer to another or over network. You may copy the Software for archival purposes provided that any copy must contain the original Softwares proprietary notices in unaltered form. Web site scripts may be installed on one or more servers to provide back end tracking. 4. Restrictions. You may not. permit others to use the Software; modify or translate the Software; i reverse engineer decompile or disassemble the Software except to the extent this restriction is expressly prohibited by applicable law; iv resell the Software outside of our affiliate program; copy the Software except as expressly provided above; or vi remove or obscure any proprietary rights notices or labels on the Software.

5. Transfers. You may not transfer the Software or any rights under this Agreement without the prior written consent of company name which consent shall not be unreasonably withheld. condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void. 6. Ownership. company name and its suppliers own the Software and all intellectual property rights embodied therein including copyrights and valuable trade secrets embodied in the Softwares design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides you only limited use license and no ownership of any intellectual property. LIMITED WARRANTY STATEMENT; LIMITATION OF LIABILITY. company name warrants only to you that the Software shall perform substantially in accordance with accompanying documentation under normal use for period of thirty days from the purchase date. The entire and exclusive liability and remedy for breach of this Limited Warranty shall be at company names option either return of the purchase price of the Software or replacement of defective Software and or documentation provided the Software and or documentation is returned to company name with copy of your purchase confirmation. company name AND ITS SUPPLIERS AND RESELLERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE NON INFRINGEMENT MERCHANTABILITY FITNESS FOR PARTICULAR PURPOSE SYSTEM INTEGRATION AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED ERROR FREE OR VIRUS FREE OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE QUALITY ACCURACY PURPOSE OR NEED EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. No action for the above Limited Warranty may be commenced after one year following the expiration date of the warranty. To the extent that this Warranty Statement is inconsistent with the jurisdiction where you use the Software the Warranty Statement shall be deemed to be modified consistent with such local law. Under such local law certain limitations may not apply and you may have additional rights which vary from jurisdiction to jurisdiction. For example some states in the United States and some jurisdictions outside the United States may. preclude the disclaimers and limitations of this Warranty Statement from limiting the rights of consumer; otherwise restrict the ability of manufacturer to make such disclaimers or to impose such limitations; or i grant the consumer additional legal rights specify the duration of implied warranties which the manufacturer cannot disclaim or prohibit limitations on how long an implied warranty lasts. INDEPENDENT OF THE FOREGOING PROVISIONS IN NO EVENT AND UNDER NO LEGAL THEORY INCLUDING WITHOUT LIMITATION TORT CONTRACT OR STRICT PRODUCTS LIABILITY SHALL company name OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL WORK STOPPAGE COMPUTER MALFUNCTION OR ANY OTHER KIND OF COMMERCIAL DAMAGE EVEN IF company name HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL company nameS LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE LICENSE. EXPORT CONTROLS. You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities and not to export or re export the Software or any direct product thereof in violation of any such restrictions laws or regulations or without all necessary approvals. As applicable each party shall obtain and bear all expenses relating to any necessary licenses and or exemptions with respect to its own export of the Software from the U. S. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re exported into Cuba Iran Iraq Libya North Korea Sudan Syria or any other country subject to U. S. trade sanctions covering the Software to individuals or entities controlled by such countries or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or to anyone on the U. S. Treasury Departments list of Specially Designated Nationals and Blocked Persons or the U. S. Commerce Departments Table of Denial Orders. By downloading or using the Software Licensee agrees to the foregoing and represents and warrants that it complies with these conditions. LICENSEE OUTSIDE THE U. S. If you are located outside the U. S. then the following provisions shall apply. Insert the foreign language translation of the next sentence for the country or countries you will be selling to such as French German Italian etc. translation. The parties confirm that this Agreement and all related documentation is and will be in the English language. ; and You are responsible for complying with any local laws in your jurisdiction which might impact your right to import export or use the Software and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable. MISCELLANEOUS. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications representations and agreements. This Agreement may be modified only by written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of state or province country excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English and English is its controlling language. U. S. GOVERNMENT END USERS. The Software and documentation are provided with RESTRICTED RIGHTS. Use duplication or disclosure by the United States Government is subject to restrictions as set forth in subparagraph and of the Commercial Computer Software Restricted Rights at CFR 52. 227 19 as applicable. Manufacturer is company name address city state or province zip or postal code.

A Document from Contract Pack

The editable PAD Software Distribution Clickwrap Agreement template - complete with the actual formatting and layout is available in the retail Contract Packs.
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