Software License Agreement
This Software License Agreement (“Agreement”) is made and entered into as of the effective date (“Effective Date”) by and between Jadaptive Limited, with a principal place of business at Denby House, Taylor Lane, Loscoe, Derbyshire. DE75 7AB, (“Licensor”) and the subscriber (“Licensee”).
1. Definitions
1.1 “Software” refers to the Maverick Synergy software, including all updates, enhancements, modifications, revisions, and replacements thereof provided under this Agreement.
1.2 “Subscription Period” refers to the period during which the Licensee has subscribed to receive updates and features for the Software, as specified in the subscription order.
1.3 “Open Source Version” refers to the version of Maverick Synergy licensed under the LGPL.
1.4 “Commercial Version” refers to the branch of Maverick Synergy provided under this Agreement, which includes additional updates, bug fixes, and features not available in the Open Source Version.
1.5 “Perpetual License” means the perpetual, non-exclusive, non-transferable license granted to the Licensee to use any version of the Software released during their Subscription Period.
2. License Grant
2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Perpetual License to use the Commercial Version of the Software released during the Subscription Period.
2.2 The Licensee may use the Software for the development, integration, and distribution of software products.
2.3 The Licensee may not:
(a) Sell, sublicense, distribute, or otherwise transfer the Software except as part of the Licensee’s software products.
(b) Reverse engineer, decompile, or disassemble the Software, except to the extent such activities are expressly permitted by law.
3. Subscription and Delivery
3.1 Licensee agrees to subscribe to receive updates and new features of the Commercial Version of the Software for the agreed Subscription Period.
3.2 The Licensor will provide the Licensee with access to the Software releases, updates, and features through a secure delivery method.
4. Fees and Payment
4.1 Licensee agrees to pay the subscription fees as set forth in the subscription order. All fees are non-refundable.
4.2 Invoices are payable within thirty (30) days of the invoice date unless otherwise agreed in writing.
5. Intellectual Property Rights
5.1 The Software is licensed, not sold. All rights, title, and interest in and to the Software, including all intellectual property rights therein, remain with Licensor.
5.2 Licensee acknowledges that the structure, organization, and code of the Software are valuable trade secrets of Licensor.
6. Confidentiality
6.1 Licensee agrees to maintain the confidentiality of all non-public information provided by Licensor, including the Software, and to use such information only as permitted under this Agreement.
6.2 The obligation of confidentiality does not apply to information that:
(a) Is or becomes publicly known through no breach of this Agreement by Licensee.
(b) Is rightfully received from a third party without breach of any obligation of confidentiality.
(c) Is independently developed by Licensee without use of or reference to Licensor’s confidential information.
7. Warranties and Disclaimers
7.1 Licensor warrants that it has the right to grant the licenses set forth in this Agreement.
7.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.
8. Limitation of Liability
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 LICENSOR’S LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY LICENSEE UNDER THIS AGREEMENT.
9. Term and Termination
9.1 This Agreement is effective as of the Effective Date and continues until terminated.
9.2 Either party may terminate this Agreement if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.
9.3 Upon termination, Licensee shall cease using the Software and destroy all copies in its possession.
10. Indemnification
10.1 No Infringement Warranty
Licensor warrants that the Software, trademarks, copyrights, and trade names referred to in this Agreement do not violate or infringe any patent, copyright, trademark, trade secret, or other proprietary right of any third party and that Licensor is not aware of any facts upon which such a claim for infringement could be based. Licensor will promptly notify Licensee if it becomes aware of any claim or any facts upon which a claim could be based.
10.2 Intellectual Property Protection
Licensor will, at Licensee’s option, defend and hold harmless Licensee, its subsidiaries, and customers from any claim, suit, or proceeding alleging that the Software constitutes an infringement of any third party’s patent, copyright, trademark, trade name, other proprietary right, or unauthorized trade secret use. Licensor agrees to pay all damages and costs awarded with respect to such claim or agreed to in any settlement of that claim. In case any Software or any part thereof in such suit is held to constitute an infringement and its use is enjoined, Licensor will, at its own expense and at its option (i) procure for Licensee and its customers the right to continue use, or (ii) if applicable, replace the same with a non-infringing program and documentation of equivalent function and performance, or (iii) modify them so they become non-infringing without detracting from function or performance. Notwithstanding the foregoing, Licensor will have no responsibility for claims arising solely and directly from (i) unauthorized modifications of the Software made by Licensee if such claim would not have arisen but for such modifications, or (ii) unauthorized combination or use of the Software with products not contemplated herein if such claim would not have arisen but for such combination or use.
11. General
11.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.
11.2 This Agreement may only be amended by a written document signed by both parties.
11.3 Licensee may not assign this Agreement without the prior written consent of Licensor.
11.4 This Agreement shall be governed by and construed in accordance with the laws of England without regard to its conflict of law principles.
11.5 Any disputes arising under this Agreement shall be resolved in the courts of England.
IN WITNESS WHEREOF, the parties hereto have executed this Software License Agreement as of the Effective Date.
Jadaptive Limited
By: _______________
Name: _____________
Title: ______________
Licensee
By: _______________
Name: _____________
Title: ______________