Enterprise Software License and Services Agreement

Size: px
Start display at page:

Download "Enterprise Software License and Services Agreement"

Transcription

1 This Agreement made as of this 26th day of April, 1999, by and between Sirius Software, Inc., a Massachusetts corporation having its principal place of business at 875 Massachusetts Avenue, Cambridge, Massachusetts ("Licensor") and Commonwealth of Australia, Centrelink Infrastructure Services, a business at Level 5, Sir Keith Campbell Centre, 15 Bowes Street, Woden, ACT 2606, Australia ("Licensee"). Licensor and Licensee agree that the following terms and conditions will govern the provision by Licensor to Licensee of the products and services described in this Agreement and the Schedule attached hereto (the Schedule ). 1. License 1.1 Licensor hereby grants to Licensee a non-exclusive license (the License ) to use the program products specified in the Schedule (the Programs ) for Licensee's internal purposes in accordance with the terms and conditions set forth in this Agreement. The License encompasses the use of documentation describing the operation and use of Programs (the Documentation ) furnished by Licensor and the use of any subsequent updates to Programs or revisions to Documentation furnished by the Licensor. Licensee agrees that this Agreement does not grant Licensee any rights other than the rights to use specifically stated herein. 1.2 The License authorizes Licensee to use Programs only on the specific set of CPUs designated by serial numbers in the Schedule (the Designated CPUs ). In no event shall the number of Designated CPUs exceed the maximum number of CPUs specified in the Schedule (the Maximum Number of CPUs ); use of Programs on more than the Maximum Number of CPUs requires an additional license agreement. If upon execution of this Agreement any of the Maximum Number of CPUs has not been designated by serial number in the Schedule, Licensee shall notify Licensor of the serial number before installing Programs on any such CPU and such CPU shall then be added to the Schedule as a Designated CPU. If a Designated CPU becomes temporarily inoperative, Licensee may use Programs on a substitute CPU on a temporary basis until the Designated CPU returns to operation. Licensee may transfer Programs from a CPU to a permanent replacement CPU, provided that Licensee promptly notifies Licensor of such transfer in writing, such notice to include the CPU serial number of the replacement CPU and the CPU serial number of the CPU replaced, and the Schedule shall be modified accordingly. 2. Term 2.1 The License shall commence as of the Commencement Date specified in the Schedule, and shall continue until the end of the Initial Term specified in the Schedule, subject to the renewal and termination provisions set forth in this section and in Section Unless terminated in accordance with the provisions of this section or Section 14, the License shall be renewed automatically, at the end of the Initial Term and each extension thereof, for a successive period (each a Renewal Term ) equal in duration to the Initial Term. Licensee may, at its sole option, terminate the License as of the end of the Initial Term or any Renewal Term, by giving Licensor written notice of termination at least thirty (30) days prior to the expiration date of that term. Licensor may, at its sole option, terminate the License as of the end of the second Renewal Term, or any subsequent Renewal Term, by giving Licensee written notice DSSELA1-1- April 26, 1999

2 of termination at least thirty (30) days prior to the expiration of that Renewal Term. With respect to each Renewal Term, if neither Licensee nor Licensor exercises its foregoing right of termination, the Licensee shall be obligated to pay the Renewal License Fee upon the commencement of that Renewal Term. The Renewal License Fee shall be the amount specified in the Schedule, as that amount may be increased from time to time pursuant to Section 5 if Licensee elects to obtain any New Products (as defined therein). 3. Prior Licenses 3.1 Licensor and Licensee are parties to two prior Program Product License Agreements, and various amendments thereto, that were effective immediately prior to entering into this Agreement (the Prior Licenses ). The Prior Licenses consist of (i) the Program Product License Agreement dated April 3, 1995, as amended twice on July 24, 1996, once on December 18, 1996, and once on June 26, 1998, and (ii) the Program Product License Agreement that comprised Appendix C to the Agreement for Sirius Products and Services dated as of November 27, During the Initial Term and Renewal Terms of this Agreement, all Prior Licenses shall be suspended and shall have no force or effect. 3.2 For each Prior License, the Schedule lists the date of the license, the date of all applicable amendments thereto, the applicable program products, the CPU serial numbers and model groups on which the products are licensed to operate, if any, immediately prior to the Commencement Date, and the date when Sirius' maintenance obligations in relation to the license, if any, will expire (the "Maintenance Expiration Date"), or the notation "expired" if Sirius has no maintenance obligation in relation to the license. For all Prior Licenses where Sirius has an active maintenance obligation, the Schedule will list a pro-rated dollar amount for the unused maintenance (the "Unused Maintenance Credit"). 3.3 The sum of all Unused Maintenance Credits will be deducted from the Initial License Fee, producing the "Initial License Payment" that is shown in the Schedule. 4. Delivery and Installation 4.1 Licensor shall deliver Programs to Licensee in the form of a magnetic tape containing machine readable code, or at Licensee's option via electronic download from Licensor's World Wide Web server. In addition, Licensor shall provide Licensee with one set of Documentation. Licensee shall be responsible for installing Programs on Licensee's equipment and for assuring proper hardware configurations, audit controls, back-up plans and operating methods. 5. Additional Features and Products 5.1 During the term of License, Licensor may release optional extra-cost enhancements to Programs or new products that did not exist prior to Commencement Date. 5.2 An "Add-On Enhancement" is an enhancement released by Licensor after the Commencement Date as a separately priced option (i) that is an integral component of a Program, of which it does not function independently, (ii) whose operation and usage is described in an update to Documentation for such Program, and (iii) that is not identified by Licensor as a separate program product. DSSELA1-2- April 26, 1999

3 5.3 A "New Product" is any separately priced enhancement or new program product released by Licensor after the Commencement Date other than an Add-On Enhancement. 5.4 Licensee shall have the right to obtain any Add-On Enhancement at no charge. Licensor shall promptly notify Licensee of any Add-On Enhancement. Upon Licensee's request in writing, Licensor shall deliver a copy of any such Add-On Enhancement and the associated Documentation in accordance with Section 4 and such Add-On Enhancement shall be deemed part of Programs and shall be subject to the terms and conditions set forth in this Agreement. 5.5 Licensee shall have the right to obtain any New Product under the terms set forth in this Section 5. Licensor shall promptly notify Licensee of any New Product and its pricing structure. Licensee at its sole option may then enter into a no-cost 90-day trial of the New Product upon so notifying Licensor in writing. Any such trial of a New Product will be governed by the provisions set forth in Exhibit A attached hereto. 5.6 If, based on such a trial, Licensee wishes to add any such New Product to the Programs covered by the License, Licensee shall so notify Licensor in writing on or before the end of the applicable 90-day trial period, and the parties shall execute a New Product Addendum in the form attached hereto as Exhibit B, appropriately completed by Licensor for that New Product. In consideration for adding any such New Product to the Programs covered by the License, Licensee shall pay an initial fee and an increase to the Renewal License Fee, as further specified below. As used herein, the term "New Product Initial Fee" shall mean (a) in the case of all products priced by Licensor on the basis of maximum number of threads, three times the list price for a 250 thread configuration, and (b) for all other products, three times the list price for a Model Group 80 machine. The term "New Product Renewal Fee" shall mean sixteen percent (16%) of the New Product Initial Fee. 5.7 Upon Licensee and Licensor executing a New Product Addendum with respect to a New Product, Licensor shall deliver a copy of the New Product and the associated Documentation in accordance with Section 4 and the New Product shall be deemed part of Programs and shall be subject to the terms and conditions set forth in this Agreement. Thereupon, an "Adjusted New Product Initial Fee" shall become due and payable under the terms of Section 9.1. The Adjusted New Product Initial Fee shall be an amount equal to (x) the New Product Initial Fee minus (y) one twelfth of the New Product Renewal Fee times the number of whole and/or partial months elapsed in the then current one-year term of the License. The Renewal Fee shall be increased by an amount equal to the New Product Renewal Fee for each New Product which is thus added to the Programs covered by the License. 6. Maintenance 6.1 During the term of this Agreement, Licensor shall furnish Licensee with all Updates to Programs and all revisions of Documentation that Licensor releases generally to its licensees for whom Licensor has a maintenance obligation with respect to Programs. For purposes of this Agreement, the term Update means a revision to one of the program products in Programs that is released by Licensor and is intended to replace the prior version of the program product. All Updates shall be deemed part of Programs and shall be subject to the terms and conditions set forth in this Agreement. Licensor shall use reasonable efforts to provide changes to Programs in the event that Programs are inoperable in Licensee's environment, provided that (i) Licensee notifies Licensor in writing, (ii) Licensee is running a commercially released version of Model 204 or a beta version of Model 204 that is generally available to the Computer Corporation of America DSSELA1-3- April 26, 1999

4 customer base, and (iii) Licensee's environment is IBM-compatible and is utilizing the Operating System specified in the Schedule. 6.2 Licensee shall designate a knowledgeable representative ( Maintenance Representative ) with whom Licensor may communicate, and upon whom Licensor may rely, in connection with its provision of maintenance services. Licensee shall install any Updates to Programs furnished by Licensor in accordance with Licensor's instructions, and shall cooperate reasonably with Licensor in its provision of maintenance services. If Licensee fails to install an Update provided by Licensor, or if Licensee or any other party modifies Programs without Licensor's prior written approval, Licensor shall have no further obligation to provide maintenance services with respect to Licensee's version of Programs, and Licensee shall assume all risks with respect to the operation and performance of such version. Licensor shall not be required to perform any maintenance services at the site of Licensee's installation except as mutually agreed under Section 7 of this Agreement. 7. Consulting Services 7.1 For the Initial Term and each Renewal Term, Licensor shall provide Licensee with a fixed amount of consulting (the Consulting Services ). The fixed amount of consulting is specified in the Schedule as a number of labor-days (the Consulting Services Labor-Days ). The Schedule also specifies the maximum number of visits to Licensee's site ( Consulting Services Site Visits ) that Licensee may require during the Initial Term or a Renewal Term related to the provision of Consulting Services. 7.2 Licensee shall designate a knowledgeable representative ( Consulting Representative ) with whom Licensor may communicate, and upon whom Licensor may rely, in connection with its provision of Consulting Services. Licensor and Consulting Representative will mutually agree on the Consulting Services to be provided by Licensor, the schedule for their provision, and the corresponding number of Consulting Services Site Visits, if any. 7.3 If Consulting Representative requests additional consulting services over and above the fixed amount of Consulting Services Labor-Days, Licensor may provide such additional services at a mutually agreed upon fee. 7.4 Consulting Representative must give written approval before Licensor will schedule and perform a Consulting Services Site Visit. 8. Rights in Work 8.1 As used herein, the term "Sirius Developments" shall mean all computer programs and related documentation created by Licensor in the course of the Consulting Services, except for the Licensee Developments (as defined below). The Sirius Developments shall include, without limitation, all modifications and enhancements to previously existing programs and documentation the copyrights for which are held by Licensor (including the Programs) or Computer Corporation of America (including Model 204). As between Licensor and Licensee, Licensor shall have and retain all title, copyright and other proprietary rights in and to all Sirius Developments and all algorithms, technology and know-how embodied therein; provided, however, that the Sirius Developments shall be deemed part of Programs for the purpose of this Agreement and shall be covered by the License. Licensee shall treat all Sirius Developments as confidential and proprietary to Licensor. DSSELA1-4- April 26, 1999

5 8.2 As used herein, the term "Licensee Developments" shall mean any modifications and additions, created by Licensor in the course of the Consulting Services, to the application programs or file designs developed or owned by Licensee. Licensor shall transfer to Licensee all of Licensor's copyright in the Licensee Developments. 8.3 Notwithstanding the transfer of copyright in Licensee Developments to Licensee, all know-how, ideas, techniques, designs, formulae, algorithms, concepts, reports, studies, findings or other information developed, employed, produced, collected, created, or written by Licensor in connection with the provision of services to Licensee may hereafter be used by Licensor for any purpose without liability of any kind to Licensee; provided that such use shall be subject to the provisions of Section 11 to the extent they are applicable. Nothing in this Agreement shall preclude Licensor from developing programs, processes, products, modifications or enhancements that are similar to or competitive with any programs, processes, products, modifications or enhancements delivered to Licensee pursuant to this Agreement. 9. Charges 9.1 The Initial License Payment and all applicable taxes shall be due and payable by August 15, The Renewal Fee and all applicable taxes shall be due and payable on the commencement date of each Renewal Term. Any other amounts owing to Licensor hereunder (for example, fees for requested Consulting Services in excess of the fixed number of Consulting Services Labor-Days, or Adjusted New Product Initial Fees) shall be due and payable net 30 days from Licensor's invoice therefor. 9.2 Licensor shall be reimbursed for its reasonable travel and lodging expenses associated with each Consulting Services Site Visit, provided that Licensor has provided advanced authorization for the visit in writing. Licensor will pay business class airfare from Boston to Licensor's site. Licensor's reimbursement for lodging, meals and incidental expenses shall not exceed the then current limits set by the Australian Commonwealth for its public servants. 9.3 Licensee shall be responsible for all taxes, levies, duties and similar fees or charges of any kind, however designated, which may now or hereafter be imposed by the Commonwealth of Australia or any political subdivision thereof with respect to the Programs, the License, any other products, services or rights provided by Licensor, any amounts paid hereunder, or otherwise based upon or arising from this Agreement. In the event that Licensor is required at any time to pay any such tax, levy, duty, fee or charge, Licensee will promptly reimburse Licensor therefor. Licensee shall satisfy any withholding or deduction requirements so as to ensure that Licensor receives a net amount equal to the amount Licensor would have received and retained in the absence of such a requirement. 9.4 All amounts in this Agreement are stated, and shall be paid, in U.S. dollars. DSSELA1-5- April 26, 1999

6 10. Protection of Programs; Certain Restrictions 10.1 Licensee shall not make copies of Programs or Documentation except (i) Licensee may copy Programs as required in order to utilize Programs in conjunction with Designated CPUs, (ii) Licensee may make a reasonable number of back-up and archival copies of Programs as appropriate to the licensed use thereof and (iii) Licensee may make copies of Documentation as necessary to support allowed uses of Programs. Licensee shall not remove or destroy any copyright or proprietary rights notice or markings included in or on Programs or Documentation, and shall reproduce all such notices and markings in or on all copies made by Licensee. Licensee shall not take any action which might adversely affect the validity of any copyright, trademark or proprietary markings of Licensor or any of its suppliers or licensors (collectively, Suppliers ) or ownership thereof by Licensor or any Supplier, and shall not use those markings (or any similar markings) in any manner upon any termination of the License Licensee shall limit access to Programs to its employees and agents whose responsibilities necessitate such access, and Licensee shall adopt reasonable measures to assure that its employees and agents will not use other than as expressly authorized herein, and will not disclose to any other person or entity, all or any part of Programs or Documentation or the information contained therein Except for any assignment expressly permitted in Section 19, Licensee shall not sell, assign, sublicense, lease or otherwise transfer any Program or provide use of any Program as part of a revenue-generating service bureau or timesharing business. Licensee agrees, to the maximum extent permitted by applicable law, that it shall not modify, decompile, disassemble or attempt to reverse engineer any Program Licensee acknowledges and agrees that, as between Licensee and Licensor, Licensor shall have and retain exclusive ownership of and title to all Programs and Documentation, all copies thereof, all information contained therein, and all patents, copyrights, trademarks, trade secrets and other proprietary rights pertaining to the foregoing; provided, that Licensee shall have the License rights expressly granted in this Agreement. 11. Licensee and Third-Party Information; Certain Restrictions 11.1 Licensee shall furnish Sirius with all information reasonably requested by Sirius relevant to Sirius' services hereunder, including information as to Licensee programs, files, general and specific business requirements, documentation requirements and operating procedures, and shall furnish Sirius with copies of current materials and data related thereto If Licensee designates in writing, upon disclosure to Licensor, that particular written information or data is confidential and proprietary to Licensee, then, subject to the exceptions set forth below in Section 11.4, Sirius shall use the same reasonable measures to protect against disclosure of such information or data to third parties as Licensor uses to protect its own similar confidential information If any information or data requested by Sirius hereunder is confidential and proprietary to a third party, or if Licensee otherwise desires to disclose to Licensor any information or data confidential and proprietary to a third party, then, before disclosing any such information or data to Licensor, Licensee shall furnish Licensor with a non-confidential written description of the information or data to enable Licensor to determine whether it is willing to accept disclosure, and Licensee shall not disclose any such information or data to Licensor without Licensor's prior DSSELA1-6- April 26, 1999

7 written consent. If Licensor consents to the disclosure of any such written third-party information or data and if, upon disclosure to Licensor, that particular written information and data is designated or marked in writing as confidential and proprietary to a third party, then, subject to the exceptions set forth below in Section 11.4, Sirius shall use that information or data only for the purpose for which it was disclosed and shall use the same reasonable measures to protect against disclosure of that information or data to third parties as Licensor uses to protect its own similar confidential information Notwithstanding the foregoing, however, Sirius shall have no obligations under this Section 11 with respect to any information or data which (i) is or later becomes publicly available through no fault of Sirius, (ii) is or becomes available to Sirius from third parties without confidentiality restrictions, (iii) is disclosed by Licensee on an unrestricted basis to persons not parties to this Agreement, (iv) is already known to Sirius, (v) is independently developed by Sirius, or (vi) is required by law to be disclosed by Sirius; provided, however, that, except as may be required by law, Sirius shall not disclose or release any information pertaining to a person listed in Licensee's files or records. 12. Warranties; Limited Remedies 12.1 Licensor warrants that it has the right to grant the License and that Programs furnished to Licensee do not infringe any patent, copyright or trade secret rights of any third party; provided, that Licensee's exclusive remedy for any breach of this warranty shall be as set forth in Sections 12.2 and Notwithstanding anything to the contrary in this Agreement, Licensor shall defend or, at its option, settle any claim against Licensee that Licensee's use of any of Programs infringes any patent, copyright or trademark or misappropriates any trade secrets or other proprietary rights, and shall indemnify and hold harmless Licensee from and against any costs, damages or expenses finally awarded against Licensee that result from any such claim, provided that Licensee notifies Licensor promptly in writing of any such claim, gives Licensor full and complete authority, information and assistance to defend such claim and gives Licensor sole control of the defense of any such claim and all negotiations for its compromise or settlement If Licensee's use of Programs is enjoined or otherwise restricted because of a claim of infringement or misappropriation, Licensor shall, at no expense to Licensee, either (i) obtain for Licensee the right to continue using Programs without restriction, or (ii) provide Licensee with a modified or new software product that is functionally equivalent to Programs and not subject to restriction. If neither (i) nor (ii) is reasonably available, then (iii) Licensor shall refund to Licensee the dollar amount of the Initial License Payment paid by Licensee under this Agreement for the Programs, less an amount for the depreciated value of Programs based upon a twenty four (24) month straight line depreciation calculation starting at the Commencement Date, and Licensee shall return the Programs to Licensor Licensor shall have no obligation or liability under the foregoing provisions of this Section 12 with respect to any claim or suit based upon: (i) infringement caused by the combination, operation or use of Programs with any hardware, software or apparatus not provided by Licensor or listed in the Schedule, or (ii) infringement resulting from any modification or addition to any Program by any person or entity other than Licensor. This Section 12.4 and Sections 12.2 and 12.3 state the entire liability and obligation of Licensor, and the exclusive remedy of Licensee, with respect to any claim of infringement or misappropriation of any proprietary rights by or in connection with Programs. Any of Licensor's rights or obligations under DSSELA1-7- April 26, 1999

8 the foregoing provisions of this Section 12 may be exercised or performed, at Licensor's election, by any Supplier that has obligations to Licensor regarding such an infringement or misappropriation claim Licensor warrants that the Programs will conform in all material respects to the Documentation furnished by Licensor for a period of ninety (90) days from the applicable Warranty Commencement Date (as defined below), subject to the exceptions set forth in Section Licensor's sole responsibility, and Licensee's exclusive remedy, under this warranty is that (i) Licensor will use its reasonable efforts to correct errors in Programs that are reported to it and confirmed in writing within the foregoing warranty period, or (ii) if it fails to correct material errors in Programs, Licensor will refund the Initial License Payment (if and to the extent previously paid) upon Licensee's return of all Programs and Documentation, and the License will terminate. As used herein, the term Warranty Commencement Date shall mean (a) in the case of SirFACT, the date of delivery of SirFACT by Licensor to Licensee, and (b) in the case of all Programs other than SirFACT, the date set forth in the first paragraph of this Agreement. For avoidance of doubt, the parties acknowledge that the Warranty Commencement Date for any New Products which Licensee may elect to add to Programs pursuant to Section 5 will be the date set forth in the first paragraph of this Agreement, it being understood that Licensee will have the right to conduct a no-cost 90-day trial of any such New Product as provided in Section Licensor further warrants that, except as may otherwise be stated in the Documentation, the Programs will be Year 2000 Compliant (as defined below) in all material respects when used in accordance with the Documentation for a period of ninety (90) days from the applicable Warranty Commencement Date, subject to the exceptions set forth in Section Licensor's sole responsibility, and Licensee's exclusive remedy, under this warranty is that (i) Licensor will use its reasonable efforts to correct any non-conformance of the Program with this warranty that is reported to Licensor and confirmed in writing within the foregoing warranty period, or (ii) if Licensor fails to correct any such non-conformance, Licensor will refund the Initial License Payment (if and to the extent previously paid) upon Licensee's return of the Programs and Documentation, and the License will terminate. As used herein, Year 2000 Compliant means, with respect to any Program, that (a) insofar as the Program processes date data, it will correctly process dates prior to, during and after the year 2000, within the range of dates supported by the Program as described in the Documentation and (b) the Program will recognize the year 2000 as a leap year. The Programs may display or represent dates in a format with two-digit years in circumstances where the proper century can be inferred from the context Notwithstanding the foregoing, none of the foregoing warranties will apply, and each will be considered null and void, if (a) a Program is operated in a manner or in an environment inconsistent with the Documentation (including, without limitation, if the required operating system software or Model 204 upgrades have not been installed and activated), (b) Licensee fails to install and activate any Updates Licensor may supply, (c) a Program is altered in any way by Licensee or any other party, or (d) any other component (for example, hardware, software or firmware) used with a Program does not properly exchange accurate date data with the Program in accordance with the Documentation. Licensor does not warrant that the operation of Programs will be uninterrupted or error-free Licensor warrants that Consulting Services shall be performed by qualified personnel in a good and workmanlike manner. Licensor's sole responsibility, and Licensee's exclusive remedy, under this warranty is that (i) Licensor will use reasonable efforts to correct or re-perform any Consulting Services not initially meeting this warranty, provided Licensor is notified reasonably promptly of the respects in which such services are not good and workmanlike, or (ii) if it fails to correct or re-perform such services in a good and workmanlike manner, Licensor will excuse DSSELA1-8- April 26, 1999

9 Licensee from paying for such services or, if Licensee has already paid for the services, will refund to Licensee the reasonable cost of having the services performed again. 13. Disclaimer of Warranties; Limitation of Liability and Remedies 13.1 THE EXPRESS WARRANTIES SET FORTH IN SECTION 12 ARE IN LIEU OF ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, EXCEPT FOR ANY WARRANTIES THAT BY LAW CANNOT BE EXCLUDED IF THERE ARE ANY WARRANTIES (OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN SECTION 12) THAT BY LAW CANNOT BE EXCLUDED, THEN, TO THE EXTENT PERMITTED BY LAW, LICENSOR LIMITS ITS LIABILITY TO LICENSEE FOR BREACH OF ANY SUCH WARRANTY TO: (i) IN THE CASE OF SERVICES, THE COST OF HAVING THE SERVICES SUPPLIED AGAIN, OR (ii) IN THE CASE OF GOODS, THE LOWEST OF THE COST OF REPLACING THE GOODS, ACQUIRING EQUIVALENT GOODS, OR HAVING THE GOODS REPAIRED IN NO EVENT SHALL THE TOTAL LIABILITY OF LICENSOR AND ITS SUPPLIERS IN CONTRACT, TORT OR OTHERWISE WITH RESPECT TO PROGRAMS, DOCUMENTATION, CONSULTING OR OTHER SERVICES, OR THIS AGREEMENT EXCEED THE AMOUNT OF THE INITIAL LICENSE PAYMENT PAID TO LICENSOR HEREUNDER. IN NO EVENT SHALL LICENSOR (OR ANY SUPPLIER) BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES Licensee acknowledges Licensor's recommendation that Licensee continue to utilize and maintain, at Licensee's own expense, and for a period of time reasonably sufficient to ensure that any software delivered by Licensor is adequate to achieve Licensee's intended results, any data processing capability or service that such software is intended to or will replace. Licensee expressly assumes all risks of loss and all liability arising from any failure to maintain such parallel or back-up operation Licensee acknowledges that the prices charged by Licensor under this Agreement reflect the allocation of risks and limitations of Licensee's remedies and Licensor's liability in this Agreement. 14. Termination of License; Certain Consequences of Termination 14.1 Either party may terminate the License, by written notice to the other party, if the other party fails to pay any amount owing or to perform any of its material obligations under this Agreement and fails to remedy such breach within thirty (30) days after the notifying party gives the breaching party written notice of the breach If Licensor fails to deliver SirFACT to Licensee by June 15, 1999, then Licensee may elect, by giving written notice to Licensor within thirty (30) days after the foregoing date, to terminate the License. In the event of such a termination, Licensee will have no further obligation DSSELA1-9- April 26, 1999

10 to pay the Initial License Payment; Licensor will refund any amount of the Initial License Payment that was previously paid by Licensee; and Licensee will promptly return all Programs and Documentation to Licensor In the event that the License is terminated by either party for any reason (including any termination pursuant to Section 2 or this Section 14), Licensee shall promptly return to Licensor the original and all copies of Programs and Documentation covered by the License. Any termination of the License also shall terminate the other provisions of this Agreement, except that the provisions of Sections 8, 9, 10, 11, 13, 14, 15 and 19 shall survive any termination and continue in effect (but shall not be construed as permitting Licensee any continued use of Programs or Documentation after termination of the License). No termination shall relieve either party of any obligation to pay amounts due as a result of any event prior to the date of termination nor affect any other liabilities which may have accrued prior to the date of termination. 15. Reinstatement of Prior Licenses 15.1 Upon termination of the License, the Prior Licenses shall be reinstated by Licensor, unless the License was terminated by Licensor because of Licensee's material breach. Upon such reinstatement, the Prior Licenses shall become effective again in accordance with their terms, subject to the provisions of this Section 15. Upon reinstatement, if Licensee wishes to execute the program products covered by a particular Prior License on a CPU that has a larger model group rating than the CPU listed in the Schedule for that Prior License, then Licensee shall pay Licensor an upgrade fee equal to the difference between (a) the list price, as of the date of termination of this Agreement, of those program products when licensed for use on the CPU listed in that Schedule and (b) the list price, as of the date of termination of this Agreement, of those program products when licensed for use on the new, larger CPU If the License is terminated pursuant to Section 14.2 as a result of Licensor's failure to deliver SirFACT in a timely fashion, each Prior License will be reinstated with its corresponding Maintenance Expiration Date from the Schedule. Upon any other reinstatement of Prior Licenses, the Maintenance Expiration Date for each Prior License shall be one week after the date of reinstatement For any Prior License reinstated after its Maintenance Expiration Date, Licensor will be under no obligation to support the program products covered by that Prior License upon its reinstatement, and Licensee will be entitled to use only the version of those program products which Licensee was using prior to the Commencement Date of this Agreement. However, Licensee at its sole option may elect to purchase maintenance for such a Prior License by paying any upgrade fees due with respect to that Prior License and by purchasing one year of maintenance at twice the usual, then current maintenance rate (i.e., 32% of the then current license fee). In that event, Licensor will deliver a tape to Licensee containing the then current version of the program products covered by that Prior License. Thereafter, any further maintenance service purchased by Licensee will be at the usual maintenance rate For any Prior License reinstated before its Maintenance Expiration Date, once Licensee pays any upgrade fees due with respect to the Prior License, Licensor will deliver a product tape to Licensee containing the then current version of the program products covered by that Prior License. 16. Source Code DSSELA1-10- April 26, 1999

11 16.1 In the event that Licensor becomes subject to bankruptcy proceedings and Licensee elects to retain its rights in Programs notwithstanding rejection of this Enterprise Software License and Services Agreement by a bankruptcy trustee, Licensor shall thereupon (a) provide to Licensee a copy of the source code version of Programs owned by Licensor; and (b) grant to Licensee a nonexclusive, perpetual, royalty-free license to use and modify such source code, and any and all intellectual property rights (as defined in 11 U.S.C.A. 101(56)) in said source code, for the purpose of maintaining Programs for use in accordance with the terms and conditions of this Enterprise Software License and Services Agreement. 17. Janus Network Security 17.1 Licensee acknowledges that Licensor has not yet obtained the U.S. export license and approvals required to export the Janus Network Security product, which permits public key/private key encryption. Notwithstanding anything herein to the contrary, the License shall not extend to Janus Network Security unless and until those licenses and approvals have been obtained Licensee further agrees that, if the License becomes effective with respect to Janus Network Security, Licensee may use that Program to issue Certificates (as defined below) only for the purpose of directly Certifying other licensees of the Program with whom Licensee exchanges data. Except as expressly set forth in the preceding sentence, nothing in this Agreement shall be construed to grant Licensee a right to use that Program to issue Certificates to third parties, act as a Certification authority, or provide Certificate-issuing services or any fee-generating service associated with the issuance of Certificates. As used herein, Certificate means a collection of electronic data consisting of a publicly available mathematical key ( Public Key ), identifying information about the owner of the Public Key, and validity information, which has been encrypted with a private mathematical key ( Private Key ) to identify the owner of the Private Key and verify the integrity of the electronic data. Certify or Certification means the act of generating a Certificate. 18. Effect of Outsourcing 18.1 If the Commonwealth of Australia enters into, or later terminates, an arrangement for the outsourcing of information technology services which affects the equipment on which the Programs run, Licensor shall work with Licensee to put in place reasonable arrangements, consistent with the economic terms of this Agreement, to reflect Licensee's outsourcing arrangements, provided that Licensor's rights, technology and interests are reasonably protected and that Licensee reimburses Licensor for its reasonable legal, travel and other expenses incurred in making those arrangements. 19. General 19.1 This Agreement sets forth the entire Agreement and understanding of the parties relating to the subject matter hereof and supersedes any and all prior oral and written agreements, understandings and quotations relating thereto. No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by the parties This Agreement will be governed by and construed and enforced in accordance with the substantive law of the Commonwealth of Massachusetts, USA, and will take effect upon execution DSSELA1-11- April 26, 1999

12 as a contract under seal. The United Nations Convention on Contracts for International Sale of Goods shall not apply to this Agreement The License is personal to Licensee. Licensee may not assign, sublicense or otherwise transfer its rights or obligations under this Agreement, or the Programs or Documentation, without the written consent of Licensor, except that, without such consent, Licensee may assign, delegate and transfer its rights and obligations (a) as reasonably necessary in connection with an outsourcing arrangement made in accordance with Section 18, or (b) to any department or agency which is from time to time responsible for the administration of this Agreement on behalf of the Commonwealth of Australia, including any department which commences to perform functions traditionally performed by Licensee and for so long as it performs those functions; provided, however, that, as conditions to any assignment, delegation or transfer described in preceding clause (a) or (b), (i) the transferee shall not be a competitor of Licensor, (ii) Licensee shall transfer all of its rights under this Agreement, and all copies of the Programs and Documentation, to the transferee, and (iii) the transferee shall agree in writing, in form and substance reasonably satisfactory to Licensor, to assume and be bound by all of the provisions of this Agreement. Licensor may not delegate its obligations under this Agreement without the written consent of Licensee, which shall not be unreasonably withheld, except that, without such consent, Licensor may delegate its obligations hereunder to any successor in interest by merger or by assignment, purchase or acquisition of all or substantially all of Licensor's business or the portion thereof to which this Agreement relates; provided, however, that, as a condition to any such delegation, the transferee shall agree in writing, in form and substance reasonably satisfactory to Licensee, to assume and be bound by all of the provisions of this Agreement. Subject to the foregoing limits on assignment, delegation and transfer, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns and legal representatives All notices to be given in connection with this Agreement shall be in writing and addressed to the party entitled or required to receive such notices at the addresses specified on the face hereof or at any such other address as either party shall notify the other party in writing If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. Each and every provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion or limitation of damages or remedies is intended by the parties to be severable and independent of any other provision and to be enforced as such Licensee shall have no rights in any trademark, trade name, logo or product designation of Licensor or any Supplier, and shall not make any use of the same Licensee shall not export or re-export any copy of Programs, Documentation or any direct product thereof, or information pertaining thereto, to any other country. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT AND AGREES TO ALL TERMS AND CONDITIONS STATED HEREIN. DSSELA1-12- April 26, 1999

13 Licensee: Centrelink Licensor: Sirius Software, Inc. Name: Name: P. Gary Gregory (Please Type or Print) (Please Type or Print) Title: Title: President Date: Date: DSSELA1-13- April 26, 1999

14 SCHEDULE, Part 1/2 Commencement Date: 1 February, 1999 Initial License Fee: (US) $1,300,000 Operating System: MVS Initial License Payment: (US)$1,136,492 Maximum Number of CPUs: 25 Renewal Fee: (US) $350,000 Consulting Services Labor-Days: 30 Initial Term: 1 year Consulting Services Site Visits: 2 Commencement Date: 1 February, 1999 CPU Serial Numbers of Designated CPUs: , , , , ,,,,,,,,,,,,,,,,,,,, Program Products: Fast/Unload (UAI) File Statistics UL Interface FUEL Compiler Fast/Reload (LAI) FLOD Interface Janus TCP/IP Base Janus Open Server Janus Open Client Janus OmniSQL Access Module Janus Web Server Janus Network Security Trusted Login Performance Enhancements V2 Fast/Backup Fast/Cram SirAud SirXref SirPro SirFile SirScan SirMon SirLib SirTune Sir2000 Field Migration Facility Sir2000 User Language Tools Sir2000 DBA Tools SirFACT DSSELA1-14- April 26, 1999

15 Prior Licenses: Enterprise Software License and Services Agreement SCHEDULE, Part 2/2 License Amendment Maintenance Unused Product CPU Serial No. Date Date Expiration Maintenance Name/Option - Model Group Date Credit 03 APR 95 n/a 03 APR 99 (US) $2,093 SirTune MG80 27 NOV 95 n/a 19 DEC 99 (US)$54,917 Fast/Unload UAI MG MG80 Fast/Unload FUEL MG MG80 Fast/Unload FSTATS MG MG80 Fast/Reload LAI MG MG80 SirMon and $funcs MG MG80 03 APR JUL JUL 99 (US) $3,569 Fast/Unload ULI MG80 03 APR JUL JUL 99 (US) $3,569 Fast/Unload ULI MG80 03 APR DEC DEC 99 (US)$99,360 Fast/Unload UAI MG MG MG80 Fast/Unload FUEL MG MG MG80 Fast/Unload FSTATS MG MG MG80 Fast/Unload ULI MG MG MG80 Fast/Reload LAI MG MG MG80 SirMon and $funcs MG MG MG80 03 APR JUN 98 expired n/a Fast/Unload UAI expired rental Fast/Unload FUEL expired rental Fast/Unload FSTATS expired rental Fast/Unload ULI expired rental Fast/Reload LAI expired rental SirMon and $funcs expired rental DSSELA1-15- April 26, 1999

16 Exhibit A New Product Trial License If Licensee notifies Licensor pursuant to Section 5.5 of the Enterprise Software License and Services Agreement of which this Exhibit A forms a part (the "Main Agreement") that Licensee wishes to enter into a no-cost 90-day trial of one or more New Products specified in Licensee's notice (the "Trial Programs"), the following terms and conditions will govern such trial: 1. License 1.1 Effective upon Licensor's delivery to Licensee of a copy of a given Trial Program (the "Delivery Date"), Licensor grants to Licensee a non-exclusive license (the Trial License ) to use that Trial Program for Licensee's internal purposes in accordance with the terms and conditions set forth in this Exhibit A. The Trial License encompasses the use of documentation describing the operation and use of the Trial Program (the Trial Documentation ) furnished by Licensor and the use of any subsequent updates to the Trial Program or revisions to Trial Documentation that may be furnished by Licensor during the term of the Trial License. Licensee agrees that this Exhibit A does not grant Licensee any rights other than the rights to use specifically stated herein. 1.2 The Trial License authorizes Licensee to use Trial Programs only on the specific set of CPUs designated under Section 1.2 of the Main Agreement as the Designated CPUs. If a Designated CPU becomes temporarily inoperative, Licensee may use Trial Programs on a substitute CPU on a temporary basis until the Designated CPU returns to operation. Licensee may transfer Trial Programs from a CPU to a permanent replacement CPU, provided that Licensee promptly notifies Licensor of such transfer in writing and that the programs licensed under the Main Agreement also are being transferred to the replacement CPU in accordance with Section 1.2 of the Main Agreement. 2. Term 2.1 The Trial License for each Trial Program shall commence as of the Delivery Date for that Trial Program, and shall continue in effect for the ninety (90) days immediately following that Delivery Date, unless earlier terminated in accordance with the provisions of this Exhibit A. 3. Delivery and Installation 3.1 Licensor shall deliver Trial Programs to Licensee in the form of a magnetic tape containing machine readable code, or at Licensee's option via electronic download from Licensor's World Wide Web server. In addition, Licensor shall provide Licensee with one set of Trial Documentation. Licensee shall be responsible for installing Trial Programs on Licensee's equipment and for assuring proper hardware configurations, audit controls, back-up plans and operating methods. DSSELA1-16- April 26, 1999

17 4. No Charge Enterprise Software License and Services Agreement 4.1 There shall be no charge for the Trial License granted under this Exhibit A. If Licensee elects to retain Trial Programs at the end of the Trial License in accordance with the Main Agreement, Licensee shall pay Licensor the initial license fee and other amounts due in accordance with the Main Agreement. 5. Protection of Trial Programs; Certain Restrictions 5.1 Licensee shall not make copies of Trial Programs or Trial Documentation except (i) Licensee may copy Trial Programs as required in order to utilize Trial Programs in conjunction with Designated CPUs, (ii) Licensee may make a reasonable number of back-up and archival copies of Trial Programs as appropriate to the licensed use thereof and (iii) Licensee may make copies of Trial Documentation as necessary to support allowed uses of Trial Programs. Licensee shall not remove or destroy any copyright or proprietary rights notice or markings included in or on Trial Programs or Trial Documentation, and shall reproduce all such notices and markings in or on all copies made by Licensee. Licensee shall not take any action which might adversely affect the validity of any copyright, trademark or proprietary markings of Licensor or any of its Suppliers or ownership thereof by Licensor or any Supplier, and shall not use those markings (or any similar markings) in any manner upon any termination of the Trial License. 5.2 Licensee shall limit access to Trial Programs to its employees and agents whose responsibilities necessitate such access, and Licensee shall adopt reasonable measures to assure that its employees and agents will not use other than as expressly authorized herein, and will not disclose to any other person or entity, all or any part of Trial Programs or Trial Documentation or the information contained therein. 5.3 Except for any assignment expressly permitted in Section 19 of the Main Agreement, Licensee shall not sell, assign, sublicense, lease or otherwise transfer any Trial Program or provide use of any Trial Program as part of a revenue-generating service bureau or timesharing business. Licensee agrees, to the maximum extent permitted by applicable law, that it shall not modify, decompile, disassemble or attempt to reverse engineer any Trial Program. 5.4 Licensee acknowledges and agrees that, as between Licensee and Licensor, Licensor shall have and retain exclusive ownership of and title to all Trial Programs and Trial Documentation, all copies thereof, all information contained therein, and all patents, copyrights, trademarks, trade secrets and other proprietary rights pertaining to the foregoing; provided, that Licensee shall have the Trial License rights expressly granted in this Exhibit A. 6. Disclaimer of Warranties; Limitation of Liability and Remedies 6.1 THIS IS A TRIAL LICENSE AGREEMENT. LICENSOR MAKES NO WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) CONCERNING THE TRIAL PROGRAMS, TRIAL DOCUMENTATION OR THIS EXHIBIT A, AND SPECIFICALLY MAKES NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, EXCEPT FOR ANY WARRANTIES THAT BY LAW CANNOT BE EXCLUDED. 6.2 IF THERE ARE ANY WARRANTIES THAT BY LAW CANNOT BE EXCLUDED, THEN, TO THE EXTENT PERMITTED BY LAW, LICENSOR LIMITS ITS LIABILITY TO LICENSEE FOR DSSELA1-17- April 26, 1999

18 BREACH OF ANY SUCH WARRANTY TO: (i) IN THE CASE OF SERVICES, THE COST OF HAVING THE SERVICES SUPPLIED AGAIN, OR (ii) IN THE CASE OF GOODS, THE LOWEST OF THE COST OF REPLACING THE GOODS, ACQUIRING EQUIVALENT GOODS, OR HAVING THE GOODS REPAIRED. 6.3 IN RECOGNITION OF THE FACT THAT THE TRIAL LICENSE IS FREE OF CHARGE, IN NO EVENT SHALL LICENSOR OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES OF ANY KIND, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING TO THE TRIAL PROGRAMS, TRIAL DOCUMENTATION OR THIS EXHIBIT A. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL LICENSOR OR ANY SUPPLIER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.4 Licensee acknowledges Licensor's recommendation that Licensee continue to utilize and maintain, at Licensee's own expense, and for a period of time reasonably sufficient to ensure that any software delivered by Licensor is adequate to achieve Licensee's intended results, any data processing capability or service that such software is intended to or will replace. Licensee expressly assumes all risks of loss and all liability arising from any failure to maintain such parallel or back-up operation. 6.5 Licensee acknowledges that Licensor would be unwilling to grant the Trial License free of charge unless Licensee agreed to the allocation of risks and limitations of Licensee's remedies and Licensor's liability in this Exhibit A. 7. Termination of Trial License 7.1 Either party may terminate the Trial License as to any or all Trial Programs, by written notice to the other party, if the other party fails to perform any of its material obligations under this Exhibit A and fails to remedy such breach within thirty (30) days after the notifying party gives the breaching party written notice of the breach. 7.2 The Trial License shall automatically terminate upon any termination of the License granted under the Main Agreement. 7.3 Upon any expiration or termination of the Trial License, Licensee shall promptly return to Licensor the original and all copies of Trial Programs and Trial Documentation covered by the Trial License. Any expiration or termination of the Trial License also shall terminate the other provisions of this Exhibit A, except that the provisions of Sections 5 and 6 hereof shall survive any expiration or termination and continue in effect (but shall not be construed as permitting Licensee any continued use of Trial Programs or Trial Documentation after termination of the Trial License). DSSELA1-18- April 26, 1999

19 8. General Enterprise Software License and Services Agreement 8.1 The Trial License is personal to Licensee. Licensee may not assign, sublicense, delegate or otherwise transfer its rights or obligations under this Exhibit A, or the Trial Programs or Trial Documentation, without the written consent of Licensor, except as otherwise provided in Section 19.3 of the Main Agreement, applying the provisions thereof to the Trial License, Trial Programs and Trial Documentation in the same fashion as they apply to the License, Programs and Documentation. 8.2 All capitalized terms used and not otherwise defined in this Exhibit A shall have the meanings ascribed to them in the Main Agreement. 8.3 In the event of any inconsistency between the terms of this Exhibit A and the terms of the Main Agreement, insofar as such terms concern the Trial License, Trial Programs or Trial Documentation, the terms of this Exhibit A shall take precedence and shall control. DSSELA1-19- April 26, 1999

20 Exhibit B New Product Addendum This New Product Addendum is entered into under the Enterprise Software License and Services Agreement dated as of April 26, 1999 (as it may be amended, the "Enterprise Agreement") between Sirius Software, Inc. ("Licensor") and Commonwealth of Australia, Centrelink Infrastructure Services ("Licensee"). Capitalized terms used and not otherwsie defined in this New Product Addendum shall have the meanings ascribed to them in the Enterprise Agreement. Licensee hereby elects, pursuant to Section 5.6 of the Enterprise Agreement, to add the New Product specified below to the Programs covered by the License, effective as of the date specified below. For purposes of applying Sections 5.6 and 5.7 of the Enterprise Agreement to that New Product, the parties agree that the New Product Initial Fee, the New Product Renewal Fee, and the Adjusted New Product Initial Fee with respect to that New Product shall be the amounts specified below. New Product: Effective Date: New Product Initial Fee: New Product Renewal Fee: Adjusted New Product Initial Fee: Licensee: Centrelink Licensor: Sirius Software, Inc. Name: Name: P. Gary Gregory (Please Type or Print) (Please Type or Print) Title: Title: President Date: Date: DSSELA1-20- April 26, 1999

SPYDERS END USER LICENSE AGREEMENT TERMS AND CONDITIONS

SPYDERS END USER LICENSE AGREEMENT TERMS AND CONDITIONS SPYDERS END USER LICENSE AGREEMENT TERMS AND CONDITIONS 1. IMPORTANT NOTICE PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE AGREEMENT ) CAREFULLY BEFORE PROCEEDING TO USE THE ENCLOSED

More information

SOFTWARE LICENSE AGREEMENT (Web Version October 18, 2002)

SOFTWARE LICENSE AGREEMENT (Web Version October 18, 2002) SOFTWARE LICENSE AGREEMENT (Web Version October 18, 2002) Whenever LICENSEE licenses software products ( Program(s) as further defined herein), a License Form shall be executed which shall refer to this

More information

XANGATI END USER SOFTWARE LICENSE TERMS AND CONDITIONS

XANGATI END USER SOFTWARE LICENSE TERMS AND CONDITIONS XANGATI END USER SOFTWARE LICENSE TERMS AND CONDITIONS IMPORTANT: PLEASE READ BEFORE DOWNLOADING, INSTALLING OR USING THE XANGATI, INC. ("LICENSOR") SOFTWARE YOU HAVE LICENSED ("SOFTWARE"). BY EXECUTING

More information

Software License and Services Agreement

Software License and Services Agreement Software License and Services Agreement This Software License and Services Agreement ( Agreement ) is made and entered into as of this day of, 19, between BC, Inc. ( BC ) and ( Customer ). In consideration

More information

End-User Software License Agreement

End-User Software License Agreement End-User Software License Agreement This End-User Software License Agreement (the Agreement ) is a license agreement between you (the Licensee ) and IMSWorkX, Inc. ( IMSWorkX ), a Delaware corporation

More information

FME SOFTWARE LICENSE AGREEMENT

FME SOFTWARE LICENSE AGREEMENT FME SOFTWARE LICENSE AGREEMENT IMPORTANT READ CAREFULLY: This FME Software License Agreement ("Agreement") is a legal agreement between You (either an individual or a single legal entity) and Safe Software

More information

CITRIX SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT

CITRIX SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT CITRIX SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING CITRIX OR CITRIX-SUPPLIED SOFTWARE. BY DOWNLOADING OR INSTALLING

More information

APP SOFTWARE LICENSE AGREEMENT

APP SOFTWARE LICENSE AGREEMENT APP SOFTWARE LICENSE AGREEMENT This App Software License Agreement (the Agreement ) is made by and between AvePoint, Inc., a Delaware company, with offices at Harborside Financial Center, Plaza 10, 3 Second

More information

Partners in Care Welch Allyn Connex Software Development Kit License Agreement

Partners in Care Welch Allyn Connex Software Development Kit License Agreement This Software Development Kit End User ( Agreement ) is between Welch Allyn, Inc. ( Welch Allyn ) and the Customer identified in the purchase order ( Customer or You ), and it governs the Software Development

More information

CORE TECHNOLOGIES CONSULTING, LLC SOFTWARE UNLIMITED ENTERPRISE LICENSE AGREEMENT

CORE TECHNOLOGIES CONSULTING, LLC SOFTWARE UNLIMITED ENTERPRISE LICENSE AGREEMENT CORE TECHNOLOGIES CONSULTING, LLC SOFTWARE UNLIMITED ENTERPRISE LICENSE AGREEMENT IMPORTANT-READ CAREFULLY: This license agreement is a legal agreement between you and Core Technologies Consulting, LLC,

More information

BROCADE COMMUNICATIONS SYSTEMS, INC. END USER SOFTWARE LICENSE AGREEMENT FOR BROCADE IP ANALYTICS PACK FOR VMWARE VREALIZE OPERATIONS

BROCADE COMMUNICATIONS SYSTEMS, INC. END USER SOFTWARE LICENSE AGREEMENT FOR BROCADE IP ANALYTICS PACK FOR VMWARE VREALIZE OPERATIONS BROCADE COMMUNICATIONS SYSTEMS, INC. END USER SOFTWARE LICENSE AGREEMENT FOR BROCADE IP ANALYTICS PACK FOR VMWARE VREALIZE OPERATIONS IMPORTANT: READ THIS CAREFULLY BEFORE INSTALLING, USING OR ELECTRONICALLY

More information

PLANTTOGETHER REFERRAL PARTNER AGREEMENT. Updated: January 1, 2015

PLANTTOGETHER REFERRAL PARTNER AGREEMENT. Updated: January 1, 2015 PLANTTOGETHER REFERRAL PARTNER AGREEMENT Updated: January 1, 2015 Welcome to PlanetTogether s online referral program (the Referral Program ) provided by PlanetTogether, Inc. a California corporation with

More information

SAMPLE SOFTWARE LICENSE AGREEMENT (Review Copy)

SAMPLE SOFTWARE LICENSE AGREEMENT (Review Copy) SAMPLE SOFTWARE LICENSE AGREEMENT (Review Copy) THIS AGREEMENT is entered into as of XXXX ("Effective Date") by and between NIELSEN ENGINEERING & RESEARCH, INC. (NEAR), with offices at 605 Ellis Street,

More information

Location: Site Coordinator: Phone:

Location: Site Coordinator: Phone: 8/19/99 revised 12/3/04 GOVERNMENT CONTRACTOR SOFTWARE LICENSE AGREEMENT (SITE) This Agreement is made and entered into this day of, 20, (the Effective Date ) by and between the MASSACHUSETTS INSTITUTE

More information

SUBSCRIPTION SERVICES.

SUBSCRIPTION SERVICES. SUSE Manager Server SUSE Manager Server with Database SUSE Software License Agreement PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING, INSTALLING AND/OR USING THE SOFTWARE (INCLUDING ITS COMPONENTS),

More information

SYMPHONY LEARNING LICENSE AND REMOTE HOSTED SERVICES AGREEMENT

SYMPHONY LEARNING LICENSE AND REMOTE HOSTED SERVICES AGREEMENT SYMPHONY LEARNING LICENSE AND REMOTE HOSTED SERVICES AGREEMENT PLEASE READ THIS LICENSE AND REMOTE HOSTED SERVICES AGREEMENT CAREFULLY BEFORE USING THIS WEB SITE BY CHOOSING THE ACCEPT BUTTON YOU ARE (1)

More information

C-DAC Medical Informatics Software Development Kit End User License Agreement

C-DAC Medical Informatics Software Development Kit End User License Agreement C-DAC Medical Informatics Software Development Kit End User License Agreement BY DOWNLOADING AND INSTALLING, COPYING OR OTHERWISE USING THE CENTRE FOR DEVELOPMENT OF ADVANCED COMPUTING ( C-DAC ) MEDICAL

More information

HSS Specific Terms HSS SOFTWARE LICENSE AGREEMENT

HSS Specific Terms HSS SOFTWARE LICENSE AGREEMENT HSS Specific Terms HSS SOFTWARE LICENSE AGREEMENT 1. LICENSE 2. TERMINATION Subject to the terms and conditions of this HSS Software License Agreement (the Agreement ), HSS hereby grants to Client (herein

More information

HYBRID SOLUTIONS INDEPENDENT SOFTWARE VENDOR AGREEMENT

HYBRID SOLUTIONS INDEPENDENT SOFTWARE VENDOR AGREEMENT HYBRID SOLUTIONS INDEPENDENT SOFTWARE VENDOR AGREEMENT THE VERTEXFX TRADER API (THE SOFTWARE ) AND THE ACCOMPANYING DOCUMENTATION (THE RELATED MATERIALS ) (COLLECTIVELY, THE PRODUCT ) ARE PROTECTED BY

More information

These TERMS AND CONDICTIONS (this Agreement ) are agreed to between InfluencersAtWork,

These TERMS AND CONDICTIONS (this Agreement ) are agreed to between InfluencersAtWork, TERMS AND CONDITIONS INFLUENCERS AT WORK These TERMS AND CONDICTIONS (this Agreement ) are agreed to between InfluencersAtWork, Ltd. ( InfluencerAtWork ) and you, or if you represent a company or other

More information

SOFTWARE LICENSE AGREEMENT

SOFTWARE LICENSE AGREEMENT SOFTWARE LICENSE AGREEMENT This Software License Agreement (this Agreement ) is entered into as of the installation date of the software by and between Nanotron Technologies GmbH, a German corporation

More information

Consulting Terms. 1. Consulting Services

Consulting Terms. 1. Consulting Services These Consulting Terms, together with a Work Order, and any terms which are incorporated by written reference in any of the foregoing (including written reference to information contained in a URL or policy)

More information

Statement of Work. for. Online Event Registration Product Deployment for Salesforce Implementation. for. Open Web Application Security Project (OWASP)

Statement of Work. for. Online Event Registration Product Deployment for Salesforce Implementation. for. Open Web Application Security Project (OWASP) Statement of Work for Online Event Registration Product Deployment for Salesforce Implementation for Open Web Application Security Project (OWASP) July 9, 2010 TABLE OF CONTENTS INTRODUCTION... 3 SCOPE...

More information

SERVICE TERMS AND CONDITIONS

SERVICE TERMS AND CONDITIONS SERVICE TERMS AND CONDITIONS Last Updated: April 19th, 2016 These Service Terms and Conditions ( Terms ) are a legal agreement between you ( Customer or you ) and Planday, Inc., a Delaware corporation

More information

PDF417 Scanning Software Module Licensing Agreement

PDF417 Scanning Software Module Licensing Agreement PDF417 Scanning Software Module Licensing Agreement concluded between MicroBlink Ltd, Strojarska cesta 20, HR-10000 Zagreb, Croatia, OIB 21173725829 (hereinafter referred to as MicroBlink Ltd or Licensor

More information

FAX COVER PAGE GENERATOR SDK/ACTIVEX LICENSE AGREEMENT

FAX COVER PAGE GENERATOR SDK/ACTIVEX LICENSE AGREEMENT FAX COVER PAGE GENERATOR SDK/ACTIVEX LICENSE AGREEMENT This Software Development License Agreement ( Agreement ) is made and entered into by and between ( Licensee ), a corporation having its principal

More information

END USER LICENSE AGREEMENT FOR SLICKEDIT(R) CORE SOFTWARE IMPORTANT

END USER LICENSE AGREEMENT FOR SLICKEDIT(R) CORE SOFTWARE IMPORTANT END USER LICENSE AGREEMENT FOR SLICKEDIT(R) CORE SOFTWARE IMPORTANT THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or "Your") AND SLICKEDIT INC. ("SlickEdit"). SLICKEDIT IS WILLING TO (1) LICENSE THE SLICKEDIT

More information

DISTRIBUTOR AGREEMENT

DISTRIBUTOR AGREEMENT DISTRIBUTOR AGREEMENT This Distributor Agreement (the "Agreement") is entered into as of, 20 ("Effective Date"), by Absoft Corporation ("Absoft"), 2781 Bond Street, Rochester Hills, Michigan 48309, U.S.A.,

More information

PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. Access Governance Suite 6 Lifecycle Manager 6 Compliance Manager 6 Software License Agreement PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE, YOU AGREE

More information

PointCentral Subscription Agreement v.9.2

PointCentral Subscription Agreement v.9.2 PointCentral Subscription Agreement v.9.2 READ THIS SUBSCRIPTION AGREEMENT ( AGREEMENT ) CAREFULLY BEFORE INSTALLING THIS SOFTWARE. THIS AGREEMENT, BETWEEN CALYX TECHNOLOGY, INC., DBA CALYX SOFTWARE (

More information

1. IMPORTANT NOTICE 2. LICENSE OF SOFTWARE PROGRAMS. 2.1. License Grant

1. IMPORTANT NOTICE 2. LICENSE OF SOFTWARE PROGRAMS. 2.1. License Grant RAPID FOCUS SECURITY, INC. DBA PWNIE EXPRESS END USER LICENSE AGREEMENT FOR ENTERPRISE PENTESTING APPLIANCE (EPA), PWN PLUG, PWN PLUG WIRELESS, PWN PLUG 3G, PWN PLUG ELITE, PWN PHONE, PWN PAD, PWN PLUG

More information

ALM Works End-User License Agreement for Structure Plugin

ALM Works End-User License Agreement for Structure Plugin ALM Works End-User License Agreement for Structure Plugin IMPORTANT - READ CAREFULLY: This End-User License Agreement (EULA) is a legal agreement between you (either an individual or a single legal entity)

More information

Pervasive Software Inc. Pervasive PSQL v11 Insurance License Agreement

Pervasive Software Inc. Pervasive PSQL v11 Insurance License Agreement Pervasive Software Inc. Pervasive PSQL v11 Insurance License Agreement IMPORTANT: DO NOT INSTALL THE ENCLOSED OR DOWNLOADED SOFTWARE UNTIL YOU HAVE READ THIS PERVASIVE PSQL LICENSE AGREEMENT ( AGREEMENT

More information

MDM Zinc 3.0 End User License Agreement (EULA)

MDM Zinc 3.0 End User License Agreement (EULA) MDM Zinc 3.0 End User License Agreement (EULA) THIS AGREEMENT (or "EULA") IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE ("YOU" OR "CUSTOMER") AND MULTIDMEDIA

More information

END USER LICENSE AGREEMENT ( EULA )

END USER LICENSE AGREEMENT ( EULA ) END USER LICENSE AGREEMENT ( EULA ) PLEASE READ CAREFULLY THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY (IN ANY CAPACITY REFERRED TO HEREIN AS END USER,

More information

ALPHA TEST LICENSE AGREEMENT

ALPHA TEST LICENSE AGREEMENT ALPHA TEST LICENSE AGREEMENT IMPORTANT NOTICE! PLEASE READ THIS STATEMENT AND THE ALPHA TEST LICENSE AGREEMENT COMPLETELY BEFORE USING THIS ALPHA SOFTWARE. BY CLICKING ON THE BUTTON MARKED YES BELOW OR

More information

RockWare Click-Wrap Software License Agreement ( License )

RockWare Click-Wrap Software License Agreement ( License ) RockWare, Inc. ( RockWare ) 2221 East Street, Suite 101 Golden CO 80401 USA RockWare Click-Wrap Software License Agreement ( License ) IMPORTANT - READ ALL OF THE TERMS AND CONDITIONS IN THIS LICENSE CAREFULLY

More information

Licensor: Deveo Oy Customer: [address line 2] LICENSE NUMBER:

Licensor: Deveo Oy Customer: [address line 2] LICENSE NUMBER: 1/8 DEVEO SOFTWARE LICENSE AGREEMENT COVER PAGE LICENSE CERTIFICATE AND LICENSE NUMBER Licensor: Deveo Oy Customer: [address line 1] [address line 2] Product Deveo on-premises Software version License

More information

READ THIS AGREEMENT CAREFULLY.

READ THIS AGREEMENT CAREFULLY. NEXB INC. END USER AGREEMENT FOR SOFTWARE AS A SERVICE READ THIS AGREEMENT CAREFULLY. This Agreement is a legally binding agreement between you (meaning the person or the entity that obtained the Service

More information

PERFORCE End User License Agreement for Open Source Software Development

PERFORCE End User License Agreement for Open Source Software Development Perforce Open Source End User License Agreement Page 1 1. Introduction PERFORCE End User License Agreement for Open Source Software Development This is a License Agreement ( Agreement ) between Perforce

More information

Services Agreement between Client and Provider

Services Agreement between Client and Provider Services Agreement between Client and Provider This Services Agreement is part of the Member Contract between Client and Provider, effective upon Client s award and Provider s acceptance of a Job on the

More information

SAFE-T SERVICES ADDENDUM (for Hosted Gateway Services)

SAFE-T SERVICES ADDENDUM (for Hosted Gateway Services) SAFE-T SERVICES ADDENDUM (for Hosted Gateway Services) THIS SAFE-T SERVICES ADDENDUM is entered into and effective as of the Effective Date indicated on the Enrollment Form between Elavon, Inc. ( Elavon

More information

EXHIBIT A SOFTWARE LICENSE TERMS AND CONDITIONS

EXHIBIT A SOFTWARE LICENSE TERMS AND CONDITIONS EXHIBIT A SOFTWARE LICENSE TERMS AND CONDITIONS These Software License Terms and Conditions ( Terms and Conditions ) govern the grant of a software license by ( Licensor ), a component of the University

More information

CUSTOM SOFTWARE DEVELOPMENT AGREEMENT RECITALS

CUSTOM SOFTWARE DEVELOPMENT AGREEMENT RECITALS CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (CSDA) is a legal agreement between Innofreak Solutions Private Limited having its registered office at 16/A, 2 nd Floor,

More information

TERMS AND CONDITIONS FOR RAPID7 PRODUCTS AND SERVICES

TERMS AND CONDITIONS FOR RAPID7 PRODUCTS AND SERVICES All references to Rapid7, LLC. (Rapid7) in these Terms and Conditions should be read as Contractor (immixtechnology, Inc.), acting by and through its supplier, Rapid7. TERMS AND CONDITIONS FOR RAPID7 PRODUCTS

More information

SELLING TERMS AND CONDITIONS

SELLING TERMS AND CONDITIONS SELLING TERMS AND CONDITIONS 1. The Agreement. All sales by Sterling Machinery, Inc., an Arkansas corporation (the Seller ) to the purchaser of Seller s Goods (the Buyer ) shall be governed by the following

More information

Terms of Service. Permitted uses You may use the Services for your own internal business purposes only in accordance with these Terms.

Terms of Service. Permitted uses You may use the Services for your own internal business purposes only in accordance with these Terms. Terms of Service Description of services Through its network of Web properties, Nintex UK Ltd and its global affiliates ( Nintex or We ) provides a variety of resources, including but not limited to hosted

More information

exmeritus Software Incorporated ENTERPRISE SOFTWARE LICENSE AGREEMENT COVER PAGE

exmeritus Software Incorporated ENTERPRISE SOFTWARE LICENSE AGREEMENT COVER PAGE exmeritus Software Incorporated 5405 Kennington Place, Fairfax, VA 22032 ENTERPRISE SOFTWARE LICENSE AGREEMENT COVER PAGE VOID IF EXECUTED AFTER The attached documents describe the relationship between

More information

Copyright 2004 2005, WebCT, Inc. WebCT, Inc. northern arizona Vista SLA 050207b.doc Rev 040908 Software License Agreement Page 1

Copyright 2004 2005, WebCT, Inc. WebCT, Inc. northern arizona Vista SLA 050207b.doc Rev 040908 Software License Agreement Page 1 Licensee Name: SOFTWARE LICENSE AGREEMENT FOR WEBCT VISTA ENTERPRISE (Single-Institution, Annual Subscription License) Arizona Board of Regents for and on behalf of Northern Arizona University Licensee

More information

WE RECOMMEND THAT YOU PRINT OUT AND KEEP A COPY OF THIS AGREEMENT FOR YOUR FUTURE REFERENCE.

WE RECOMMEND THAT YOU PRINT OUT AND KEEP A COPY OF THIS AGREEMENT FOR YOUR FUTURE REFERENCE. RAPID CONNECT SERVICES(sm) and SPECIFICATION LICENSE AGREEMENT THIS RAPID CONNECT SERVICES AND SPECIFICATION LICENSE AGREEMENT IS BETWEEN FIRST DATA MERCHANT SERVICES CORPORATION ( FDMS ) FDMS AND YOU,

More information

CUSTOM SOFTWARE DEVELOPMENT AGREEMENT

CUSTOM SOFTWARE DEVELOPMENT AGREEMENT CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement is a legal agreement ( CSDA ) between Carvajal Consultants, Inc. d/b/a Webborne Xolutions, a Florida corporation ( Developer

More information

Root Certificate License Agreement

Root Certificate License Agreement Root Certificate License Agreement CUSTOMER Name: Address: CONTRACT NO. CUSTOMER PRINCIPAL CONTACT Name: Title: Phone: Fax: Email: COMPANY PRINCIPAL CONTACT Name: Title: Phone: Fax: Email: EFFECTIVE DATE:

More information

If you do not wish to agree to these terms, please click DO NOT ACCEPT and obtain a refund of the purchase price as follows:

If you do not wish to agree to these terms, please click DO NOT ACCEPT and obtain a refund of the purchase price as follows: IMPORTANT: READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN AVG TECHNOLOGIES CY, Ltd. ( AVG TECHNOLOGIES ) AND YOU (ACTING AS AN INDIVIDUAL OR, IF APPLICABLE, ON BEHALF OF THE INDIVIDUAL

More information

STANDING CLOUD, INC. ( SC ) TERMS OF SERVICE

STANDING CLOUD, INC. ( SC ) TERMS OF SERVICE STANDING CLOUD, INC. ( SC ) TERMS OF SERVICE These Terms of Service ( Terms ) govern your use of Standing Cloud s online deployment platform for application software (the Services ). By using the Services,

More information

IPInfoDB Web Service Agreement

IPInfoDB Web Service Agreement IPInfoDB Web Service Agreement PLEASE READ THIS WEB SERVICE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING IPINFODB SERVICES. BY CHECKING THE I HAVE READ, UNDERSTAND AND AGREE WITH THE SERVICE

More information

End User License Agreement for the Intel(R) Software Development Products

End User License Agreement for the Intel(R) Software Development Products IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING. Do not copy, install, or use the Materials provided under this license agreement ("Agreement"), until you have carefully read the following terms and

More information

SUBSCRIPTION LICENSE AGREEMENT

SUBSCRIPTION LICENSE AGREEMENT AppNeta, Inc Oct 5, 2012 BEFORE INSTALLING AND USING THE PRODUCT (AS DEFINED BELOW) YOU SHOULD CAREFULLY READ THE FOLLOWING ( AGREEMENT ) THAT APPLIES TO THE PRODUCT. CLICK I AGREE IF YOU (ALSO REFERRED

More information

PWNIE EXPRESS TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT PWN PULSE SOFTWARE AND SENSOR HARDWARE AS A SERVICE

PWNIE EXPRESS TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT PWN PULSE SOFTWARE AND SENSOR HARDWARE AS A SERVICE PWNIE EXPRESS TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT PWN PULSE SOFTWARE AND SENSOR HARDWARE AS A SERVICE Pwnie Express and the end user customer or licensee (the Licensee ) agree that the

More information

ENROLLMENT AGREEMENT FOR QUALIANCE

ENROLLMENT AGREEMENT FOR QUALIANCE ENROLLMENT AGREEMENT FOR QUALIANCE PLEASE READ THE TERMS OF THIS ENROLLMENT AGREEMENT (THIS AGREEMENT ) CAREFULLY BEFORE SUBMITTING YOUR SUBSCRIPTION ORDER THIS AGREEMENT GOVERNS ACCESS TO AND USE BY THE

More information

TALECH SAAS SERVICES ORDER FORM. Fax: E-Mail:

TALECH SAAS SERVICES ORDER FORM. Fax: E-Mail: TALECH SAAS SERVICES ORDER FORM Customer: Address: Contact: Phone: Fax: E-Mail: Service(s): talech insights based software as a service as further described in Exhibit A ( Insights Service ). talech may

More information

WEBSITE DEVELOPMENT STANDARD TERMS AND CONDITIONS

WEBSITE DEVELOPMENT STANDARD TERMS AND CONDITIONS WEBSITE DEVELOPMENT STANDARD TERMS AND CONDITIONS A. Client commitment: Client agrees to allocate time and process information, as needed, during the duration of the project. Client agrees to review the

More information

COMPUTER SOFTWARE AS A SERVICE LICENSE AGREEMENT

COMPUTER SOFTWARE AS A SERVICE LICENSE AGREEMENT COMPUTER SOFTWARE AS A SERVICE LICENSE AGREEMENT This Agreement is binding on the individual and the company, or other organization or entity, on whose behalf such individual accepts this Agreement, that

More information

SOFTWARE AS A SERVICE AGREEMENT

SOFTWARE AS A SERVICE AGREEMENT SOFTWARE AS A SERVICE AGREEMENT YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS BEFORE UTILIZING THE SOFTWARE This is an agreement to remotely provide you with access to the functionality

More information

Page! 1 of! 6 Initials: [ ] 1CRM Software License Agreement Version 1.6. 1. The License

Page! 1 of! 6 Initials: [ ] 1CRM Software License Agreement Version 1.6. 1. The License 1CRM Software License Agreement Version 1.6 Page! 1 of! 6 BY INSTALLING OR USING THE 1CRM SOFTWARE (THE "SOFTWARE"), YOU ARE AGREEING ON BEHALF OF THE ENTITY LICENSING THE SOFTWARE ("COMPANY") THAT COMPANY

More information

SAAS SERVICES ORDER FORM

SAAS SERVICES ORDER FORM SAAS SERVICES ORDER FORM Customer: Address: Contact: Phone: E-Mail: Services: CloudBerry Managed Backup Service allows you to offer managed online backup services under your own brand powered by the CloudBerry

More information

Teleflora Managed Services Agreement

Teleflora Managed Services Agreement Teleflora Managed Services Agreement Page 1 of 6 This Teleflora Managed Services Agreement (this "Agreement") is entered into as of the Effective Date set forth below between Teleflora LLC ("Teleflora")

More information

If a Client and a Freelancer enter an independent contractor relationship, then this Freelancer Agreement ( Freelancer Agreement ) will apply.

If a Client and a Freelancer enter an independent contractor relationship, then this Freelancer Agreement ( Freelancer Agreement ) will apply. Freelancer Agreement If a Client and a Freelancer enter an independent contractor relationship, then this Freelancer Agreement ( Freelancer Agreement ) will apply. This Agreement is effective as of March

More information

Web Site Development Agreement

Web Site Development Agreement Web Site Development Agreement 1. Parties; Effective Date. This Web Site Development Agreement ( Agreement ) is between Plug-N-Run, its affiliates, (including but not limited to USA Financial, USA Financial

More information

LIVEACTION, INC. SOFTWARE PERPETUAL LICENSE & MAINTENANCE AGREEMENT EFFECTIVE DATE: JULY 8, 2015

LIVEACTION, INC. SOFTWARE PERPETUAL LICENSE & MAINTENANCE AGREEMENT EFFECTIVE DATE: JULY 8, 2015 LIVEACTION, INC. SOFTWARE PERPETUAL LICENSE & MAINTENANCE AGREEMENT EFFECTIVE DATE: JULY 8, 2015 This Software Perpetual License & Maintenance Agreement (this Agreement ) is entered into by and between

More information

We suggest you retain a copy of these End User Terms of Use for your records.

We suggest you retain a copy of these End User Terms of Use for your records. END USER TERMS OF USE The use of Incident Response Technologies Inc. s ("IRT") Software is offered to you upon your acceptance of these End User Terms of Use. By using IRT s software (the Software ), you

More information

Sedona Technologies Hosting Agreement

Sedona Technologies Hosting Agreement Sedona Technologies Hosting Agreement Welcome to Sedona Technologies' web hosting services. This Hosting Agreement governs your purchase and use, in any manner, of all web hosting services, including the

More information

Software License Agreement

Software License Agreement Software License Agreement GRANT OF LICENSE This Accusoft Corporation ("ACCUSOFT") Agreement ("LICENSE") grants YOU ("LICENSEE") a non-exclusive and non-transferable right to use the trial mode version

More information

purchased and is using the Products including the online classroom ("Customer" or "You") and the individuals accessing the Products ("End Users").

purchased and is using the Products including the online classroom (Customer or You) and the individuals accessing the Products (End Users). End User License Agreement 1. PARTIES This Agreement is by and between KM NETWORK SDN. BHD ( 719624 T), a registered company in Malaysia, Address: 20 1, JALAN 24/70A, DESA SRI HARTAMAS, KUALA LUMPUR, MALAYSIA,

More information

Affiliate means a legal entity that is owned by or under common ownership with Stratus Technologies Ireland Limited.

Affiliate means a legal entity that is owned by or under common ownership with Stratus Technologies Ireland Limited. STRATUS TECHNOLOGIES IRELAND LIMITED ( STRATUS ) END-USER LICENSE AGREEMENT AND SOFTWARE SUPPORT TERMS AND CONDITIONS FOR STRATUS everrun SOFTWARE PRODUCTS Please read this end user license agreement ("EULA")

More information

JOHN DEERE DIFFERENTIAL CORRECTION SOFTWARE LICENSE AGREEMENT

JOHN DEERE DIFFERENTIAL CORRECTION SOFTWARE LICENSE AGREEMENT JOHN DEERE DIFFERENTIAL CORRECTION SOFTWARE LICENSE AGREEMENT IMPORTANT -- READ CAREFULLY. THIS IS A LEGAL CONTRACT BETWEEN YOU AND JOHN DEERE SHARED SERVICES, INC., A CORPORATION HAVING A PRINCIPAL ADDRESS

More information

Location: Site Coordinator: Phone:

Location: Site Coordinator: Phone: GOVERNMENT CONTRACTOR SOFTWARE LICENSE AGREEMENT (SITE) This Agreement is made and entered into this day of, 201, (the Effective Date ) by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a corporation

More information

USE AGREEMENT KARTO LOGGER SOFTWARE AND WEB MAPPING SERVICE

USE AGREEMENT KARTO LOGGER SOFTWARE AND WEB MAPPING SERVICE USE AGREEMENT KARTO LOGGER SOFTWARE AND WEB MAPPING SERVICE PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE AND/OR THE VERSION OF THE SOFTWARE (AS SUCH TERM IS DEFINED

More information

For Use of Source Code Developed By The Florida Department of Transportation

For Use of Source Code Developed By The Florida Department of Transportation STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION SOFTWARE LICENSE AGREEMENT Other State Agencies Page 1 of 5 For Use of Source Code Developed By The Florida Department of Transportation Software License Agreement

More information

Canon USA, Inc. WEBVIEW LIVESCOPE SOFTWARE DEVELOPMENT KIT DEVELOPER LICENSE AGREEMENT

Canon USA, Inc. WEBVIEW LIVESCOPE SOFTWARE DEVELOPMENT KIT DEVELOPER LICENSE AGREEMENT Canon USA, Inc. WEBVIEW LIVESCOPE SOFTWARE DEVELOPMENT KIT DEVELOPER LICENSE AGREEMENT This Webview Livescope Software Development Kit Developer License ("Agreement") between you, the "Developer" and the

More information

ZIMPERIUM, INC. END USER LICENSE TERMS

ZIMPERIUM, INC. END USER LICENSE TERMS ZIMPERIUM, INC. END USER LICENSE TERMS THIS DOCUMENT IS A LEGAL CONTRACT. PLEASE READ IT CAREFULLY. These End User License Terms ( Terms ) govern your access to and use of the zanti and zips client- side

More information

General Terms and Conditions for Online Sales of TomTom Inc ( TomTom )

General Terms and Conditions for Online Sales of TomTom Inc ( TomTom ) General Terms and Conditions for Online Sales of TomTom Inc ( TomTom ) 1) Scope a) These Terms and Conditions shall apply to all purchase orders submitted or to be submitted by you for any item, service

More information

SourceKraft Systems & Consulting Ltd. LICENSE AGREEMENT FOR SOFTWARE APPLICATIONS

SourceKraft Systems & Consulting Ltd. LICENSE AGREEMENT FOR SOFTWARE APPLICATIONS SourceKraft Systems & Consulting Ltd. LICENSE AGREEMENT FOR SOFTWARE APPLICATIONS IMPORTANT READ CAREFULLY: This SourceKraft Systems & Consulting Ltd. ("SourceKraft") License Agreement ("License" or "Agreement")

More information

1.1 "Application" means application(s) created by You or a Third Party (as defined below) using a Rogue Wave Development license (as defined below).

1.1 Application means application(s) created by You or a Third Party (as defined below) using a Rogue Wave Development license (as defined below). ROGUE WAVE SOFTWARE LICENSE AGREEMENT PV-WAVE, JWAVE TM AND TS-WAVE TM SOFTWARE PRODUCTS 17-June-2014 IMPORTANT READ CAREFULLY: THIS SOFTWARE LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND ROGUE

More information

PerfectForms End-User License Agreement

PerfectForms End-User License Agreement PerfectForms End-User License Agreement 2011 PerfectForms Page 1 of 12 Contents 1. DEFINITIONS... 4 2. GRANT OF RIGHTS... 4 3. FEES... 5 4. CONFIGURATION... 5 5. INTELLECTUAL PROPERTY... 5 6. TERM AND

More information

SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT

SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT Note: By clicking I AGREE, downloading, installing, or using the SDK, you conclude and agree to the terms of this license agreement (the Agreement ) in a legally binding manner with AirWatch LLC., 1155

More information

VIRTUAL OFFICE WEBSITE LICENSE AGREEMENT

VIRTUAL OFFICE WEBSITE LICENSE AGREEMENT Florida Keys Multiple Listing Service, Inc. VIRTUAL OFFICE WEBSITE LICENSE AGREEMENT Florida Keys MLS, Inc. 92410 Overseas Hwy, Ste. 11 Tavernier FL 33070 305-852-92940 305-852-0716 (fax) www.flexmls.com

More information

SOFTWARE LICENSE AGREEMENT (Site License Version) A. Xerox grants to customer ( you ) a non-exclusive, non-transferable license to:

SOFTWARE LICENSE AGREEMENT (Site License Version) A. Xerox grants to customer ( you ) a non-exclusive, non-transferable license to: 1. LICENSE GRANT SOFTWARE LICENSE AGREEMENT (Site License Version) 2. FEES A. Xerox grants to customer ( you ) a non-exclusive, non-transferable license to: (1) load the Web Document Submission software,

More information

jchartfx Plus End User License Agreement (EULA)

jchartfx Plus End User License Agreement (EULA) jchartfx Plus End User License Agreement (EULA) READ CAREFULLY BEFORE INSTALLING THE SOFTWARE. By installing jchartfx Plus (hereinafter the Software or Software ), you are accepting the following License

More information

MCC TERMS AND CONITIONS

MCC TERMS AND CONITIONS MCC TERMS AND CONITIONS Welcome to MNCred.org, which is owned by Minnesota Credentialing Collaborative, LLC ( we, us or MCC ) a joint effort of the Minnesota Council of Health Plans (MCHP), Minnesota Hospital

More information

QNX Software Systems or QSS means QNX Software Systems International Corporation.

QNX Software Systems or QSS means QNX Software Systems International Corporation. INVOICE TERMS AND CONDITIONS OF SALE (QNX Software Systems designated below as "Seller") DEFINITIONS In these Terms: QNX Software Systems or QSS means QNX Software Systems International Corporation. "Software"

More information

End User License Agreement South Jersey CrashPlan: Managed Backup Solutions Last Updated 4/14/2011

End User License Agreement South Jersey CrashPlan: Managed Backup Solutions Last Updated 4/14/2011 End User License Agreement South Jersey CrashPlan: Managed Backup Solutions Last Updated 4/14/2011 We appreciate your selection of South Jersey CrashPlan, the premier online/offsite backup service offered

More information

AB SCIEX LLC END USER SOFTWARE LICENSE AGREEMENT and LIMITED PRODUCT WARRANTY MarkerView Software, version 1.2.1

AB SCIEX LLC END USER SOFTWARE LICENSE AGREEMENT and LIMITED PRODUCT WARRANTY MarkerView Software, version 1.2.1 AB SCIEX LLC END USER SOFTWARE LICENSE AGREEMENT and LIMITED PRODUCT WARRANTY MarkerView Software, version 1.2.1 NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS THE CONTRACT BETWEEN YOU AND

More information

MAGNAVIEW SOFTWARE SUPPORT & MAINTENANCE. TERMS & CONDITIONS September 3, 2015 version

MAGNAVIEW SOFTWARE SUPPORT & MAINTENANCE. TERMS & CONDITIONS September 3, 2015 version MAGNAVIEW SOFTWARE SUPPORT & MAINTENANCE TERMS & CONDITIONS September 3, 2015 version DEFINITIONS Agreement means (i) these Software Support & Maintenance Terms & Conditions, (ii) any exhibits and amendments

More information

COLOCATION AGREEMENT. 1. Term and Payment for Services

COLOCATION AGREEMENT. 1. Term and Payment for Services COLOCATION AGREEMENT This Colocation Agreement ( Agreement ) governs your purchase and use of all colocation and related services (the Services ), as described in the Order Form, that you order and Oracast,

More information

Paychex Accounting Online Terms of Use

Paychex Accounting Online Terms of Use Paychex Accounting Online Terms of Use Paychex recommends that Client read the Terms of Use prior to using the Paychex Accounting Online Software ( Software ). If Client does not accept and agree with

More information

CONSULTING SERVICES AGREEMENT

CONSULTING SERVICES AGREEMENT CONSULTING SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is entered into on / /, between SCWOA ("Consultant"), a CA corporation with its principal place of business located at PO Box 1195, Pacifica,

More information

ecopy Business Automation Services Software License Agreement

ecopy Business Automation Services Software License Agreement This ecopy Business Automation Services (this License ) is a legal agreement between you (either an individual or an entity) and Nuance Communications, Inc. It applies to ecopy Business Automation Services

More information

Software Support Maintenance Agreement

Software Support Maintenance Agreement Software Support Maintenance Agreement Customer: Hardware Model and Serial Number: Date: Term: 805698-002/002 SOFTWARE SUPPORT - MAINTENANCE AGREEMENT, 05/17/06, Page 1 of 6 Software Support and Maintenance

More information