Perpetual License Agreement with Modification Rights, Hold Harmless, and Term Limits with Enablement and License Enforcement
This Perpetual License Agreement (the “Agreement”) is entered into between [Your Company Name] (“Licensor”) and the Licensee, as identified in the License Certificate (the “Licensee”).
Licensor hereby grants to Licensee a perpetual, non-exclusive, non-transferable, and limited license to use the PPETrackerApp software (the “Software”), subject to the terms and conditions of this Agreement.
Licensee may modify its copy of the Software, provided that Licensee shall not distribute or make available any such modified version of the Software to any third party without the express written consent of Licensor.
Restrictions on Use
Licensee shall not distribute, sell, or otherwise transfer the Software, nor shall it reverse engineer, decompile, or disassemble the Software or any part thereof.
The Software is the property of Licensor and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Licensee acknowledges that the Software is a trade secret of Licensor and that all right, title, and interest in and to the Software, including all intellectual property rights, are and shall remain the exclusive property of Licensor.
Intellectual Property Rights
The Licensor shall retain all intellectual property rights in the PPETrackerApp software, including but not limited to copyrights, patents, and trademarks. The Licensee shall not remove or alter any proprietary markings or notices on the PPETrackerApp software without the Licensor’s notarized, certified written permission. Any unauthorized use or reproduction of the PPETrackerApp software or any part thereof may subject the Licensee to civil and criminal liability.
Licensee agrees to maintain the confidentiality of the Software and all related materials and not to disclose the Software or any part thereof to any third party without the express written consent of Licensor.
Licensor warrants that the Software will operate substantially in accordance with its specifications when used in accordance with this Agreement. Licensor makes no other warranties, express or implied, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Limitation of Liability
Licensor shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or relating to this Agreement, even if Licensor has been advised of the possibility of such damages.
Indemnification and Hold Harmless
Licensee shall indemnify and hold Licensor harmless from any and all claims, damages, or expenses arising out of or in connection with Licensee’s use of the Software or any modification made thereto by Licensee.
In the event of any dispute arising out of or related to this perpetual license agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the parties are unable to resolve the dispute through negotiations, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Lucas County and shall be governed by the laws of the State of Ohio. The parties agree to waive any right to a jury trial and to submit to the jurisdiction of the state and federal courts located in Ohio. The parties further agree not to sue each other without first attempting to resolve the dispute through negotiations and/or arbitration, except to seek injunctive relief to prevent irreparable harm. Any such injunctive relief shall be sought in the state and federal courts located in Lucas County.
This perpetual license will provide Licensee with free upgrades and support for two years, after which Licensee will need to pay a yearly maintenance fee for continued upgrades and support.
Enablement and License Enforcement
PPETrackerApp can combine enablement and license enforcement to ensure that only authorized users can access the software. This also provides visibility into how and when applications are deployed and used.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.
The Licensee agrees to comply with all applicable statutory laws, regulations, and guidelines related to the use of the Software, including but not limited to data protection and privacy laws, export control laws, and intellectual property laws. The Licensee acknowledges that failure to comply with these laws may result in civil and criminal penalties, including but not limited to fines, imprisonment, and revocation of licenses or permits. The Licensor shall not be liable for any damages or losses resulting from the Licensee’s failure to comply with these laws, regulations, or guidelines. The Licensee shall indemnify and hold the Licensor harmless from any and all claims, damages, or expenses arising out of or in connection with the Licensee’s failure to comply with these laws, regulations, or guidelines.
This Agreement constitutes the entire agreement between Licensor and Licensee and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
This Agreement may be terminated by either party upon written notice to the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.