Loading ...
accusoft
Business & Economics
License Agreements
3415
0
Try Now
Log In
Pricing
Accusoft Corporation (AC) Software License Agreement Terms of Use for Products referenced in attached Sales Order This Software License Agreement is entered into as part of an associated Sales Order between Accusoft Corporation located at 4001 N. Riverside Drive, Tampa, FL 33603 (hereafter “AC”), and the Customer identified in the Sales Order. Together, this Software License Agreement and the associated Sales Order are the “Agreement”. AC hereby grants to Customer a limited, non-exclusive, non-transferable right and license: a) To install and include in the Customer products named in the Sales Order (hereafter “PRODUCT”), the AC software and/or services named in the Sales Order (hereafter “CODE”), for the purposes of development, technical support, maintenance, and warranty service of PRODUCT; and b) To install, use, reproduce, display, or otherwise distribute or transfer copies of CODE, as an integral part of the PRODUCT application, in executable form only, as may be further restricted by “Video Technologies Distribution” below. Video Technologies Distribution: CODE may contain video compression/decompression technologies such as H.265 that are covered by third party patents. If so, AC has obtained patent licenses covering AC’s distribution of its CODE. However AC’s licenses do not extend to PRODUCT. Customer is responsible for obtaining any required third-party patent licenses for distribution of PRODUCT containing any portions of CODE that include these technologies. Customer will indemnify and hold AC harmless from any and all patent claims that arise from distribution of PRODUCT containing any portions of CODE that include these technologies. Customer agrees that CODE is provided "as is" and Customer assumes all responsibility for evaluating and testing the suitability of CODE for use in PRODUCT in regards to features and functionality as described in the CODE electronic documentation. Customer assumes all liabilities of PRODUCT within its operations and with regard to Customer's end-users. This license grants rights to Customer for only the CODE mentioned above and does not convey any other rights of use or distribution to AC technology. Customer shall pay to AC according to the Fees structure as defined in the Sales Order. Customer shall pay to AC for the Annual Support and Upgrade maintenance described in Attachment A herein and according to the fees and any other terms of the Sales Order. This Agreement begins upon the Effective Date defined in the Sales Order and continues for a period specified by the Sales Order (“Term”), unless the Agreement is amended for term after Term. This Agreement expires prior to the Term in the event a Material Breach has occurred. A Material Breach has occurred if Customer fails to perform any Customer obligation specified by this Agreement or if Customer fails to timely report or fails to timely pay as specified by this Agreement. AC hereby warrants and represents that AC has the exclusive right to grant Customer the rights granted herein. AC shall defend, at its own expense, any suit or proceeding (hereafter “Action”) against Customer arising out of or based upon any such Action alleging that CODE or any portion thereof as furnished under this Agreement, and used within the scope of the license hereunder, infringes any third party rights in patent, copyright or trade secret in the United States. AC shall pay any costs, damages or [v20220413] 1 awards, including court costs, awarded by any such Action provided that Customer shall promptly give written notice of any such Action to AC and that AC shall have control of the defense of any such Action and of the negotiations for its settlement or compromise provided that such settlement includes an unconditional release of Customer from liability on claims that are the subject matter of such Action. After notice from AC to Customer of its election to assume the defense of such claim or action, AC shall not be liable to Customer for any legal or other expenses subsequently incurred by Customer in connection with the defense thereof. In the event that CODE, or any portion thereof, as furnished under this Agreement and used within the scope of the license hereunder, are held in such Action to infringe a third party proprietary right, and that use of CODE, or any portion thereof, is enjoined, AC shall, at its sole option and expense (i) procure the right to continue using CODE, or portion thereof; (ii) replace the same with non-infringing software of equivalent functions; or (iii) if AC determines that the foregoing options are commercially impracticable, then accept return of the infringing material and refund the fees actually paid by Customer to AC under this Agreement for the six (6) month period immediately preceding the date the injunction became effective. AC shall have no liability to Customer for any Action that is based upon or arises out of the use of CODE in combination with PRODUCT or any other systems, equipment or software in the event that, but for such use, the claim of infringement would not lie. The above sets forth the entire liability of AC and the sole remedy of Customer against AC with respect to any Action for any alleged patent, copyright or trade secret infringement by the AC CODE. Customer will include an attribution, for example substantially similar to the following, within PRODUCT electronic documentation or equivalent: “PRODUCT contains portions of viewing, conversion, and imaging code owned by Accusoft Corporation, Tampa, FL.” Customer agrees that the CODE, as well as the terms, conditions, and value of this Agreement, are valuable to both parties and are confidential and proprietary information not to be disclosed. Each party hereto may issue press releases concerning the relationship set forth herein and to the use of the CODE in PRODUCT, provided each press release shall be approved in advance by the party not preparing the press release, which consent shall not be unreasonably withheld. Unless specifically allowed as an exception, in writing only, any and all installations of CODE requires licensing, and also requires that a license fee be paid for such installation in the time period specified in the Agreement. Installing CODE on a computer system is the license fee trigger and such installation must be reported and paid for, regardless of whether or not the code is ever executed on that computer. AC uses the terms “Copy,” “Runtime,” and “Installation” interchangeably, and alternative meanings outside the Agreement shall not provide Customer valid exception for non-reporting licensing and/or Installations. If any copy of CODE is created or used other than as permitted by the license grant of this Agreement, Customer agrees to pay AC, on the same terms and conditions as other payments due under this Agreement, the then current published quantity one (1) price for that copy as liquidated damages and not as a penalty. [v20220413] 2 All license fees, maintenance fees, and payments shall be due to AC no later than within Thirty (30) days from each due date described herein. All fees referenced in this document are in US Dollars and are the net amount due to AC. Any value-added tax or withholding of any kind would be added to these fees so that the net amount sent to AC will reflect the fees described herein. Any and all fees associated with collecting monies owed under this contract, including legal fees, shall be owed and paid for by the violating party. Late payment charges shall be imposed on all outstanding balances for each month or portion thereof that the outstanding balance remains unpaid, at the lesser of either the rate of One and One Half percent (1.5%) per month or the maximum rate permitted by law for such charge (“Late Payment”). If any Late Payment charges are not paid as part of the Late Payment, then the Late Payment charges are themselves a Late Payment under the terms of this Agreement. During any period when there is an unpaid Late Payment, in addition to all other remedies available to AC, any and all Annual Support and Upgrade Subscription that would otherwise be due under this Agreement shall be suspended and shall not be provided to Customer. Customer shall have no right of refund, offset, or any claim of breach or damages of any kind resulting from this suspension. Terms. All preprinted terms contained in any document used by Customer to order software and/or user licenses from AC are hereby fully rejected by AC and shall have no legal effect. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Florida, without regard to conflicts of law. Venue and Attorneys‘ Fees. Any action related to or arising out of the Agreement, or any amendment to the Agreement, shall be brought solely in the state court sitting in Hillsborough County, Florida, or the federal courts in the Middle District of Florida, Tampa Division. The parties hereby waive any objections to jurisdiction or venue in any proceeding before such courts and consent to the personal jurisdiction of such courts. The rights specified herein are in addition to any and all other rights either party has under applicable law. The prevailing party in any dispute shall be entitled to recovery of its attorneys’ fees and other expenses incurred in the dispute. ATTACHMENT A Annual Support and Upgrade Provided Customer pays AC the amount agreed upon in the Sales Order, and upon payment, Customer is then entitled to full support and all upgrades of the CODE defined herein, and email for one (1) primary contact and one (1) backup contact, until the last business day corresponding to the anniversary of the Effective Date as described herein. Support is to be provided via https://www.accusoft.com/support/. All upgrades, service packs, and interim releases to the CODE shall be provided by ftp download with all the unlock and registration information needed to be fully functional. Limited Warranty. AC hereby warrants to Customer that the CODE will operate substantially in accordance with the documentation for the period specified herein, unless failure to perform is caused in [v20220413] 3 whole or in part by improper, unauthorized, or negligent use, modification, or operation by Customer. AC does not warrant that operation of the CODE will be error free or uninterrupted, or that all non-conformities can be corrected. Sole Remedy. In the event the CODE does not behave as warranted, AC will exercise commercially reasonable efforts to (i) correct the nonconformity, (ii) replace the nonconforming CODE, or (iii) refund monies paid for the nonconforming items. To exercise this sole remedy, Customer must give prompt written notice to AC and a description of the nonconformity within the applicable warranty period, provide all information reasonably requested by AC to recreate, evaluate, and correct the condition, and return the nonconforming item to AC at the risk and expense of Customer. At such time as AC examines the returned item and confirms that a nonconformity exists, Customer will receive this sole remedy. Disclaimer. THE LIMITED WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTY AGAINST INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. End of Document [v20220413] 4
