Software Server License

SOFTWARE SERVER LICENSE

This Software Server License Agreement (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Licensor is the owner and authorized licensor of certain server-hosted software, related documentation, and updates described herein (the "Software"); and

WHEREAS, Licensee desires to obtain, and Licensor agrees to grant, a non-exclusive, non-transferable license to install and operate the Software on Licensee-owned or Licensee-controlled server hardware subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the rights, duties, payment obligations, and limitations regarding the use of the Software on server hardware.

1. LICENSE GRANT

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, revocable, non-exclusive, non-sublicensable license to install, configure, and operate one instance of the Software on up to server(s) owned or controlled by Licensee solely for Licensee's internal business purposes. All rights not expressly granted are reserved by Licensor.

2. SCOPE OF WORK

Licensor shall provide the Software, installation guidance, and initial configuration assistance as described below. Licensee shall provide access to the designated server environment and required credentials for installation.

3. PAYMENT TERMS

Licensee shall pay Licensor the fees set forth below in consideration for the license and services rendered under this Agreement.

If any undisputed amount is not paid within days after the invoice due date, Licensee shall pay interest at a rate of per month on the outstanding balance until paid, or the maximum permitted by law, whichever is less.

4. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in force until the End Date specified below, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice specifying the breach. Licensor may terminate immediately upon written notice if Licensee knowingly uses the Software in violation of law or this Agreement.

Upon termination, Licensee shall cease all use of the Software, remove all instances from Licensee servers, and certify in writing within days that such removal is complete. Termination shall not relieve Licensee of payment obligations for services rendered or fees accrued prior to termination.

5. CONFIDENTIALITY

Each party acknowledges that Confidential Information disclosed by the other party is proprietary and valuable. "Confidential Information" includes the Software, source code, server configuration details, trade secrets, pricing, business plans, and any non-public technical or business information disclosed in connection with this Agreement.

Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as this clause; and (c) exercise reasonable care to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the possession of the receiving party prior to disclosure; or (iii) is rightfully obtained from a third party without restriction. If disclosure is compelled by law, the receiving party shall provide prompt notice and cooperate to seek appropriate protective measures.

6. LIMITATION OF LIABILITY

Except for breach of confidentiality, willful misconduct, or infringement claims arising from Licensor's deliverables, neither party shall be liable for incidental, consequential, special, punitive, or exemplary damages, even if advised of the possibility of such damages. Licensor's aggregate liability under this Agreement shall not exceed the total fees paid by Licensee to Licensor under this Agreement in the twelve (12) months preceding the event giving rise to liability.

7. MAINTENANCE AND SUPPORT

If maintenance and support services are included, Licensor will provide such services in accordance with the scope described in the Scope of Work. Additional support requests beyond the agreed scope shall be billed at Licensor's then-current rates.

8. INTELLECTUAL PROPERTY

Licensor retains all right, title and interest in and to the Software, including any modifications, enhancements, and derivative works. Licensee acquires no ownership rights by this Agreement. Licensee shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software except to the extent expressly permitted by applicable law.

9. COMPLIANCE AND SECURITY

Licensee shall maintain reasonable administrative, physical, and technical safeguards to protect the Software and related Confidential Information. Licensee shall promptly notify Licensor of any security incident affecting the Software and cooperate with remediation efforts.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Agreement.

11. ENTIRE AGREEMENT

This Agreement, including any exhibits and written attachments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and representations, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

12. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Licensor may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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