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Software License Agreement (Pilot)

Background

The Vendor wishes to license computer software to the Licensee and the Licensee desires to purchase the software license under the terms and conditions stated below.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

License

Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable license (the “License”) to use Aigentsphere (the “Software”).

“Software” includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.

Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.

The rights and obligations of this Agreement are personal rights granted to the Licensee and its nominated Related Bodies Corporate only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.

Nothing in this Agreement transfers, assigns, licenses, or otherwise conveys any rights, title, or interest in the Other Parties intellectual property, proprietary technology, data, algorithms, software, designs, business processes, or know-how. All such intellectual property remains the sole property of the Other Party. Licensee must not, directly or indirectly, reverse engineer, decompile, disassemble, modify, adapt, or create derivative works from the Other Parties Confidential Information or intellectual property.

Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

Limitation of Liability

The Software is provided by the Vendor and accepted by the Licensee “as is”. Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.

The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Indemnity

Each party (the Indemnifying Party) indemnifies and must keep indemnified the other party (the Indemnified Party) from and against all losses, damages, liabilities, costs, and expenses (including reasonable legal costs) incurred by the Indemnified Party arising directly from:

  1. any breach of this Agreement by the Indemnifying Party;
  2. any wilful misconduct or unlawful act of the Indemnifying Party; and
  3. any claim that the Software (in the case of the Vendor) or the Licensee's use of the Software (in the case of the Licensee) (other than in accordance with the terms of this Agreement) infringes the intellectual property rights of a third party.

This indemnity will not apply to the extent that the losses are caused or contributed to by the negligence, misconduct, or breach of this Agreement by the Indemnified Party.

Warrants and Representations

The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.

Acceptance

All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) upon execution of this Agreement.

User Support

The Licensee will be entitled to on-going phone support available during business hours, at no additional cost.

The Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost, for the period of the Agreement from the date of Acceptance.

Term

The term of this Agreement will begin on Acceptance for a period of 3 months from the initial deployment of Aigentsphere, meaning the date when the Software is made available to the Licensee. The parties agree to meet no less than thirty (30) days prior to the end of the Term to discuss in good faith entering into a formal long-term agreement for the Software commencing at the conclusion of the Term.

Termination

This Agreement will be terminated and the License forfeited where either party commits a material breach of this Agreement that is not remedied within seven (7) days of the Other Party notifying it of the breach or is otherwise incapable of remedy. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor and the Vendor agrees to destroy or return all Licensee data or other confidential information of the Licensee in its possession.

Confidentiality

Each party agrees to keep confidential all information disclosed by the other party in connection with this Agreement that is marked or otherwise identified as confidential, or that would reasonably be considered confidential. This obligation does not apply to information that is public, independently developed, or required to be disclosed by law.

Data Security & Privacy

The Vendor will implement and maintain industry-standard security measures to protect the Licensee's data against unauthorised access, loss, or alteration. To the extent the Software processes personal information, the Vendor will comply with all applicable privacy laws, including the Privacy Act 1988 (Cth).

The Vendor agrees that any Licensee data processed through the Software will only be used for the purpose of allowing the Licensee to use the Software as contemplated under this Agreement and will not be used by the Vendor for any purpose unless expressly permitted in writing by the Licensee.

Force Majeure

The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

Governing Law

The Parties to this Agreement submit to the jurisdiction of the courts of the State of New South Wales for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of New South Wales.

Miscellaneous

This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa.

If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

For questions regarding these terms, please contact info@aigentsphere.com.