Customer License (Software)
Studiocode, LLC and its affiliates as Licensor
This software copyright Studiocode, LLC . All source code and executable code copyright Studiocode, LLC. This software is exclusively owned by Studiocode, LLC. All rights reserved by Studiocode, LLC.
Note: This is a click through agreement
PLEASE READ THIS CAREFULLY. By clicking through you (“Customer”) accept this License.
This License is between Studiocode, LLC and its affiliates, (“Licensor”) and Customer.
- Licensor has the right to license the software.
- Customer wishes to acquire a license for the software.
- Licensor is willing to grant Customer a license to use that software, under these terms.
It is agreed:
Design Rights means the appearance of the software on electronic device screens and printouts.
Software means the programs and supporting documentation which comprise the software for which you are paying, it may be desktop, mobile or web based.
Trade Secrets are information including a formula, pattern, compilation, program, device, method, technique, or process, that: derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
- Licensor grants to Customer a non-exclusive, non-transferable license to install and use the Software and any related Design Rights on one computer at a time. For clarity, the Customer may move a license between application instances, but each license of the Software may only be installed on one application instance at a time.
- Customer is prohibited from sub-licensing, time-sharing, rental, facility management, or service bureau usage of the Software. Customer is prohibited from reproducing the reference manuals to the Software and from copying the Design Rights. This license is not a sale and does make Customer the owner of the Software. Licensor is the owner of the Software, Design Rights and manuals. Only object code versions of the Software are licensed to Customer. Reverse engineering, disassembly or decompilation to derive source code is prohibited.
- License Fees
- Customer will pay Licensor the specified fee as indicated on an applicable invoice.
- Payment of the fee entitles Customer to: (a) use the Software; or (b) install a copy of the Software (if desktop based). Customer is entitled to instructions and manuals if they are available for the Software.
- Interest of 4% per year applies to any past due License fees.
- Upgrades, Support, and Other Services
- Some upgrades are automatic. Depending on the Software, upgrades may be available for an additional fee. In some cases, Customer will be required to purchase an upgrade.
- Customer may purchase Support Services for some Software. Licensor will not provide Support Services for Customer's hardware.
- The Support Services do not include support of issues resulting from:
- misuse of the Software or failure to use the Software in accordance with the documentation;
- unauthorized attempts to repair, replace, modify or maintain the Software by persons other than Licensor; or
- prior releases or versions of the Software after 6 months from the date Licensor offered an upgrade to Customer.
- When Licensor provides support services, Customer will:
- promptly report to Licensor all program errors in relation to the Software which Customer discovers;
- ensure that a system administrator with a good understanding of the Software, its operation and its hardware environment will be the contact person for Licensor;
- make all reasonable efforts at investigation and diagnosis before contacting Licensor (persistent failure to do this may result in the levying of additional charges by Licensor after warning of such charges being levied);
- maintain a list of all hardware, communications and software problems to assist with the diagnosis and resolution of any faults.
- Protection of Trade Secrets and Design Rights
A confidential relationship is created by this License. Each party will keep confidential, not disclose to others, or take or use for its own purposes (except in connection with its rights and obligations under this License), any Trade Secrets of the other. The parties may disclose information to persons with whom there is a confidential relationship, including lawyers, insurers, accountants, and auditors, and as required by law or regulation. Customer will not copy the Software, any related documentation or the Design Rights, except to the extent that such copying is necessary in connection with Customer's authorized use under this Software License. Customer's obligation to ensure non-disclosure and confidentiality survive termination of this License
- Warranty and Indemnity
- Licensor warrants that to the best of its knowledge and belief the Software does not infringe any patent, copyright, trade secret or other proprietary right of any third party.
- Licensor will indemnify Customer against all claims, demands, actions, costs, expenses, losses and damages arising directly from any infringement or alleged infringement of any copyrights or patents by the use of the Software provided that:
- Customer promptly notifies Licensor if any claim or demand is made or action bought against Customer for infringement or alleged infringement of any Intellectual Property Right which is reasonably likely to affect Customer’s rights;
- Licensor has exclusive control of any such litigation and negotiations (Licensor will conduct any resulting litigation and negotiations at its own expense), and will at the request of Licensor afford Licensor all reasonable assistance for the purpose of contesting any claim or demand (any part of which is within the scope of this indemnity) made or action brought against Customer and/or Licensor and/or its licensors. Licensor will reimburse Customer for all reasonable costs and expenses incurred in so doing; and
- Customer makes no admissions which may be prejudicial to the defense or settlement of any claim, demand or action for infringement or alleged infringement.
- If Licensor reasonably believes that any infringement described in clause 6.2 occurs or may occur, then Licensor may at its sole option and expense:
- procure for Customer the right to continue using the Software or infringing part; or
- replace the Software or infringing part with other software of similar capability; or
- repay Customer the License Fees relating to the whole or the infringing part of the Software
- As to desktop Software, Customer warrants and represents that it will only install the Software on one computer at a time
- The person who clicks through this License, warrants and represents that he or she has the authority to bind the organization for which he or she is signing.
- Limitation of Liability
Licensor is not liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses. Licensor’s liability cannot not exceed the amount paid by Customer over the 12 months preceding the claim(s). The parties agree this is a reasonable estimate of damages which are difficult to estimate.
- Access and Audit
- As to desktop software, Licensor can conduct and/or direct an independent accounting firm to conduct, during normal business hours, an audit to verify the number of copies of the Software in use, the computer systems on which such copies are installed and the number of specific identifiable accessors of information (such as a terminal, PC, or single user workstation) that are accessing the Software
- Licensor will have the right to access, monitor the Software and run tests on the Software. In connection with such monitoring, Customer hereby authorizes Licensor to track: Customer’s license code; license code status; code registration date; last validation date; computer serial number; ethernet address; IP address; Mac address; licensed software name and version; OS version; and any other user actions required to improve, support and maintain the Software. Licensee will give Licensor access to the Software by an Internet connection, if needed, to enable Licensor to monitor the Software and run remote tests on the Software.
- Licensor will have the right to collect and use technical data and related information, including but not limited to technical information about Customer’s, system, use of the software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to the Customer (if any) related to the Software. Licensor may use this information, as long as it is in a form that does not personally identify the Customer, to improve its products or to provide services or technologies to the Customer.
- Default and Termination
- This License automatically terminates if Customer does make any payment within 10 days of when it is due. Licensor may cancel the application of this section upon written notice
- Licensor may terminate if Customer is in breach and fails to remedy the breach within 14 days after being given written notice from Licensor specifying the breach.
- If the Software is desktop, within 20 days of termination Customer will deliver to Licensor, or destroy (at Licensor’s discretion), all copies of the Software and all documentation.
Any dispute which cannot be first settled between the parties will be resolved by arbitration. One arbitrator will hear the matter. A party will commence arbitration by delivering a written demand. The Arbitrator will not alter or depart from any express provision of this License; the failure to observe this limitation will constitute grounds for vacating their award. All provisional remedies, such as a preliminary injunction, will be the exclusive jurisdiction of the courts. The decision of the arbitrator shall be final and enforceable in any court. The arbitrator does not have the power to commit errors of law. An award based on an error of law may be vacated or corrected on appeal to a Nebraska state court. Arbitration will be in Lincoln, Nebraska, U.S.A. Licensee consents to jurisdiction in Lincoln, Nebraska.
Customer will not assign any of its rights without the written consent of Licensor. Licensor may assign this License in its sole discretion.
This License, including the fees for the License and any support fees and terms indicated on an applicable invoice, is the entire agreement between the parties and supersedes and replaces all prior negotiations and agreements regarding the subject matter hereof. These terms are intended as the final, complete and exclusive statement of the terms and cannot be changed, waived or terminated orally. There are no express or implied representations, warranties or inducements, except as set forth. Any uncertainty will not be interpreted based on attribution of drafting. This License is not subject to the U.N. Convention on International Sale of Goods. This License may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. This License will be interpreted to give Licensor maximum control of the Software and this license. Section headings are for reference only and do not control the meaning. If any provision is invalid, all other provisions remain. The failure of a party to insist upon strict adherence to any provision will not be a waiver of that term and will not prevent that party from enforcing that term. A party will not be prevented from enforcing a term by delay in seeking to enforce it, or on the basis that its conduct was inconsistent with that term. The receipt of any benefit will not prevent a party from enforcing any provision. All communications will be in English. This License is governed by Nebraska law, excluding its conflict of laws principles. This License is effective when Customer clicks through.