Software License Agreement

This software license agreement is by and between [Provider.FirstName]​[Provider.LastName] (Software Provider) and [Licensee.FirstName]​[Licensee.LastName] (Licensee) for the use of (Name of Software).

This agreement covers the terms and conditions under which both parties must abide by the licensing of this software.

​[Licensee.FirstName]​[Licensee.LastName] agrees to provide [Provider.FirstName]​[Provider.LastName] with payment in the form of fees and/or royalties as listed below:

Terms and Conditions

​[Provider.FirstName]​[Provider.LastName] has granted, with acceptance of this software license agreement, $0.00 total license(s) to be used as permitted. These licenses are non-exclusive and non-transferable concerning parties outside of this agreement.

The license granted may be used by [Licensee.FirstName][Licensee.LastName] as well as any employees and subcontractors providing services for the Licensee.

"Software" includes the usable computer programs and any related documentation or files that come with the product.

Throughout the licensing period, the Software will remain the intellectual property of [Provider.FirstName]​[Provider.LastName].

This agreement permits [Licensee.FirstName]​[Licensee.LastName] full access to the software in question. However, the Software owner remains the holder of intellectual property rights to the software at all times.

Restrictions

Below is a list of restrictions on the software’s use, modification, or distribution.

Under the terms of this software license agreement, the software shall not be:

• Merged, de-compiled, or reverse-engineered.

• Altered in any way.

• Source codes about the software shall not be disclosed to additional parties beyond this agreement.

• Distributed or shared with a party that is not included in this agreement

• The number of licenses being used may not extend beyond the number stated within this agreement.

Failure to comply with any of these terms is considered a breach of the agreement.

Copyright and Intellectual Property

Title, copyright, intellectual property rights, and distribution rights of the Software remain exclusively with[Provider.FirstName]​[Provider.LastName] at all times. Intellectual property rights include the software’s aesthetic, look, and feel.

This Agreement constitutes a license for use only and is in no way a transfer of ownership rights to the Software.

Warranties

The software covered by this agreement, as well as all documentation on this software, is also provided in an “as is” condition.

The software is provided “as is” with no guarantee on behalf of [Provider.FirstName]​[Provider.LastName] as to the performance, stability, or ongoing reliability of the software in question.

The Provider makes no guarantee that the Software will be uninterrupted or free of error. The Licensee accepts that the software, on the whole, is prone to bugs and flaws within acceptable margins as determined by common industry standards.

The Provider makes no guarantee that the software is for a particular purpose or that the Software will be suitable for the licensee’s specific requirements.

Liability

Neither party nor their representatives are liable to each other for any incidental, consequential, or indirect damages, including, but not limited to, lost or damaged data, revenue loss, or financial loss arising out of a breach of any terms and conditions outlined in this software license agreement.

Term

The term of this agreement will begin on acceptance and is ongoing unless the agreement is terminated by either party.

Termination

The period in which this agreement applies is indefinite, though this agreement may be terminated immediately by either party if any of the terms and conditions in this document are breached. If such a breach occurs and either party wishes to terminate this agreement, they may do so under the following provisions.

• The party who wishes to terminate the agreement will be given 30 days to cure the breach upon written notice or face immediate agreement termination.

• Disclosures of the software’s source code or theft of devices in which the software is installed are not valid grounds for termination of this agreement.

• In the event of termination [Licensee.FirstName]​[Licensee.LastName] will destroy any copies of the Software, including any documentation associated with the software.

Copyright Notice

​[Licensee.FirstName]​[Licensee.LastName] agrees to display an appropriate copyright notice when distributing products or services rendered using the software.

Miscellaneous

• Neither party may modify any of the terms of this agreement without the express consent of the other party.

• This Agreement is not an implication of any relationship in agency or partnership between the Provider and the Licensee.

• This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. All other external agreements, verbal, written, or otherwise, stand separate from this agreement and are declared to be of no value in this agreement. Parties are bound only by the terms and provisions that are found within this document.

• If any of the provisions contained within this Agreement is found to be legally invalid by any competent jurisdiction, the parties intend that such provision is stricken from the document without invalidating any other provision found in this agreement so that the agreement will remain otherwise sound

Applicable law

Any disputes related to this agreement shall be resolved by the laws of [Provider.State] and any legal proceedings shall take place as such.

Entire Agreement

Both Licensee and Provider have read and agree to the above-listed. By signing below, both parties agree to all of the above-listed terms and should only do so once they are in full assent.

Both parties should be aware that PandaDoc electronic signatures are legally binding documents.

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