Software Use Agreement

SOFTWARE USE AGREEMENT

This Software Use Agreement (the Agreement) is entered into as of Effective Date: by and between Licensor Name: , a with principal place of business at and Licensee Name: with principal place of business at (each a Party and collectively the Parties).

RECITALS

WHEREAS, Licensor has developed and owns certain software identified as Software Name: , Version: (the Software); and

WHEREAS, Licensee desires to obtain and Licensor is willing to grant a limited right to use the Software on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Users" means employees, contractors and agents of Licensee who are expressly permitted to use the Software under this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein.

1.2 "Documentation" means the user manuals, installation guides and other technical materials relating to the Software provided by Licensor to Licensee.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Software and associated Documentation solely for Licensee's internal business purposes during the Term. The license is limited to Authorized Users and does not permit sublicensing except as set forth in a written addendum signed by Licensor.

2.2 License Model (select all that apply): Perpetual Subscription Trial.

3. PERMITTED USE AND RESTRICTIONS

3.1 Licensee shall use the Software in accordance with the Documentation and shall ensure that Authorized Users comply with this Agreement.

3.2 Except as expressly permitted, Licensee shall not: (a) copy, modify, create derivative works of, or distribute the Software; (b) decompile, reverse engineer or disassemble the Software except to the extent expressly permitted by applicable law; (c) remove or alter any proprietary notices; or (d) use the Software to provide services to third parties.

4. OWNERSHIP

All right, title and interest in and to the Software, Documentation, and all copies, improvements and derivative works thereof are and shall remain vested exclusively in Licensor. Licensee acquires only the rights expressly granted in this Agreement. No ownership rights are transferred by this Agreement.

5. FEES AND PAYMENT

5.1 In consideration for the license grant, Licensee shall pay Licensor the fees set forth below and in any applicable Order Form. Fees are due in U.S. dollars and payable within the period specified in the invoice.

6. MAINTENANCE AND SUPPORT

Licensor will provide maintenance and support to Licensee as described in the Support Schedule:

7. CONFIDENTIALITY

Each Party shall keep confidential and not disclose to any third party any Confidential Information of the other Party. "Confidential Information" shall include non-public business information, the Software, Documentation and any information designated as confidential. Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, or that was rightfully in the receiving Party's possession prior to disclosure.

8. DATA SECURITY AND PRIVACY

8.1 Licensor shall implement and maintain industry-standard administrative, physical and technical safeguards designed to protect Licensee Data from unauthorized access, use or disclosure. "Licensee Data" means data uploaded to or processed by the Software by or on behalf of Licensee.

8.2 Each Party shall comply with applicable data protection and privacy laws in connection with the processing of Licensee Data.

9. WARRANTIES; DISCLAIMER

9.1 Licensor warrants that, for a period of thirty (30) days following delivery, the Software will substantially conform to the Documentation. Licensee's exclusive remedy and Licensor's sole obligation for breach of this warranty shall be, at Licensor's option, to repair or replace the non-conforming portion of the Software or to terminate the license and refund a prorated portion of any prepaid fees.

9.2 EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, THE SOFTWARE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED Liability Cap: OR THE TOTAL AMOUNTS PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.

11. INDEMNIFICATION

11.1 Licensor shall defend, indemnify and hold Licensee harmless from and against any third-party claim that the Software, as furnished by Licensor and used in accordance with this Agreement, infringes a third party's patent, copyright or trademark, provided Licensor is given prompt notice and sole control of the defense and settlement and Licensee cooperates reasonably.

11.2 Licensee shall defend, indemnify and hold Licensor harmless from and against any third-party claim arising from Licensee's breach of this Agreement, misuse of the Software, or violation of applicable law.

12. TERM AND TERMINATION

12.1 Term. This Agreement commences on the Effective Date and continues for an initial period of Term (months): unless earlier terminated in accordance with this Agreement. The Term shall renew automatically for successive periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to expiration.

12.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

12.3 Effect of Termination. Upon termination, Licensee shall cease use of the Software, return or destroy Licensor's Confidential Information and pay any outstanding fees through the effective date of termination. Sections relating to Ownership, Confidentiality, Indemnification, Limitation of Liability, Governing Law and any accrued payment obligations shall survive termination.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section. Delivery by certified mail, overnight courier or personal delivery shall be effective upon receipt.

14. AMENDMENTS; WAIVER

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all Order Forms and schedules executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

17.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

17.2 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and electronic signatures shall be binding and have the same effect as original signatures.

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