SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the “Agreement”) is made on [DATE FROM WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[NAME OF THE LICENSOR],  having registered office at [ADDRESS OF THE LICENSOR] (hereinafter referred as the “Licensor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and

[NAME OF LICENSEE],  having registered office at [ADDRESS OF THE LICENSEE] (hereinafter referred as the “Licensee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

WHEREAS:

1. The licensor has developed certain Software and related documentation more particularly described in Exhibit 1 attached hereto (the "Products") and desires to grant Licensee a license to use the software;
2. Licensee wishes to use the Software under the conditions set forth in this Agreement;
3. The parties wish to evidence their contract in writing;
4. The parties are duly authorized and have the capacity to enter into and perform this contract;
5. Parties affirm to understand all of the provisions contained in this agreement, and in case parties require clarification as to one or more of the provisions contained herein, parties have requested clarification or otherwise sought legal guidance.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged and agreed, parties hereby agree as follows:

1. DEFINITIONS
   1. "Agreement" means this agreement including any Exhibit, Annexure, and any amendments to this Agreement from time to time;
   2. "Effective Date" means the date of signing of the Agreement;
   3. "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
   4. “Intellectual Property” means any patents and patent applications (including any foreign, divisional, continuation or continuation-in-part, reissues, re exams, and extensions based on or related to the same), copyrights, mask works, trademarks, service marks, trade names, domain names, inventions, improvements (whether patentable or not), trade secrets, Confidential Information, moral rights, and any other intellectual property and similar proprietary rights.
   5. "Minimum Term" means, in respect of this Agreement, the period of 12 months beginning on the Effective Date;
   6. "Release" means, in respect of an Update or Upgrade, the release of that Update or Upgrade (as the case may be) of the Software by the Licensor generally (and "Released" shall be construed accordingly);
   7. "Software" means the software identified in Exhibit 1;
   8. "Software Defect" means a defect, error or bug in the Software having a material adverse effect on the operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:
      1. any act or omission of the Licensee or any person authorized by the Licensee to use the Software;
      2. any use of the Software contrary to the recommendations of the Licensor Licensee or any person authorized by the Licensee to use the Software;
      3. a failure of the Licensee to perform or observe any of its obligations in this Agreement; and/or
      4. an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in Part 1 of Exhibit 1;
   9. "Software Specification" means the specification for the Software set out in Part 1 of Exhibit 1, as it may be varied by the written agreement of the parties from time to time;
   10. The duration during which this Agreement remains in effect, as specified in section 3, commencing on the Effective Date and continuing until terminated or expired in accordance with the terms of this Agreement.
   11. "Update" means a hotfix, patch or minor version change of the Software; and
   12. "Upgrade" means a new major version of the Software.
2. LICENCE
   1. The Licensor hereby grants to the Licensee from the Effective Date until the end of the Term, a worldwide, non-exclusive license to use the Software subject to the limitations and prohibitions set out and referred to in this Clause 2.
   2. The Licensee may not sub-license and must not purport to sub-license any rights granted under Clause 2.1.
   3. The Software may only be used by the officers and employees of the Licensee, and the officers and employees of the Licensee's agents, subcontractors, customers, clients, suppliers, and service providers.
   4. Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any license granted under this Clause 2 shall be subject to the following prohibitions:
   5. the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
   6. the Licensee must not alter, edit or adapt the Software; and
   7. the Licensee must not decompile, de-obfuscate, reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer the Software using current or future technologies.
3. TERM OF THE AGREEMENT
   1. This Agreement shall come into force upon the Effective Date.
   2. This Agreement shall continue in force indefinitely, subject to the Minimum Term and subject to termination in accordance with Clause 12 or any other provision of this Agreement.
4. NO ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
   1. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the Licensee, or from the Licensee to the Licensor.
5. LICENSE FEE
   1. The Licensee shall pay the License Fee to the Licensor in accordance with Part 2 of Exhibit 1.
   2. All amounts stated in or in relation to this Agreement are in [INSERT FIAT CURRENCY] and, unless the context requires revision otherwise, stated exclusive of any applicable taxes.
6. PAYMENTS
   1. The Software shall be made available to the Licensee for free during the trial period of [INSERT TRIAL PERIOD].
   2. The Licensee shall pay licensing fees in advance to the Licensor from time to time during the Term, pursuant to the opted subscription plan, after the completion of trial period.
   3. The Licensee must pay the licensing fees as outlined in the applicable invoice.
   4. The Licensee authorizes the Licensor to charge the subscription or licensing fee on a recurring basis to the payment method provided, in accordance with the selected billing cycle (monthly, quarterly or yearly), unless the Licensee cancels the subscription or license. The recurring charge will continue until the subscription or license is canceled by the Licensee in accordance with this Agreement or until the Agreement is otherwise terminated.
   5. All invoices shall be due and payable upon receipt and no later than the commencement of the applicable billing cycle. Under no circumstances shall payment terms exceed [INSERT INVOICE PAYABLE DAYS] days from the date of the invoice. Failure to make timely payments shall constitute a material breach of this Agreement, and the Licensor reserves the right to suspend or terminate the Licensee's access to the licensed materials or services in the event of non-payment.
   6. The Client may cancel the subscription or license at any time by providing written notice as per the termination provisions of this Agreement. Upon cancellation, no refunds will be issued for any fees already paid, including for unused portions of the billing cycle.
7. WARRANTIES
   1. The Licensor warrants to the Licensee that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
   2. The Licensor warrants to the Licensee that:
      1. The Software as provided will conform in all material respects with the Software Specification;
      2. The Software will be supplied free from Software Defects and will remain free from Software Defects;
      3. The Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
      4. The Software shall incorporate security features reflecting the requirements of good industry practice.
   3. The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not breach any applicable laws, statutes or regulations.
   4. The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
   5. If the Licensor reasonably determines, or any third party alleges, that the use of the Software by the Licensee in accordance with this Agreement infringes any person's Intellectual Property Rights, the Licensor may, acting reasonably at its own cost and expense:
      1. modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into the Software and must not result in the Software failing to conform with the Software Specification; or
      2. procure for the Licensee the right to use the Software in accordance with this Agreement.
   6. The Licensee warrants to the Licensor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
   7. All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
8. ACKNOWLEDGEMENTS AND WARRANTY LIMITATIONS
   1. The Licensee acknowledges that complex software is never wholly free from Software Defects; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from Software Defects.
   2. The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be entirely secure.
   3. The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in Part 1 of Exhibit 1; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
   4. The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Software; and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the Software or the use of the Software by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.
9. LIMITATIONS AND EXCLUSIONS OF LIABILITY
   1. Nothing in this Agreement will:
      1. limit or exclude any liability for death or personal injury resulting from negligence;
      2. limit or exclude any liability for fraud or fraudulent misrepresentation;
      3. limit any liabilities in any way that is not permitted under applicable law; or
      4. exclude any liabilities that may not be excluded under applicable law.
   2. The limitations and exclusions of liability set out in this Clause 9 and elsewhere in this Agreement:
      1. are subject to Clause 9.1; and
      2. govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
   3. The Licensor shall not be liable to the Licensee in respect of any loss of profits or anticipated savings.
   4. The Licensor shall not be liable to the Licensee in respect of any loss of revenue or income.
   5. The Licensor shall not be liable to the Licensee in respect of any loss of use or production.
   6. The Licensor shall not be liable to the Licensee in respect of any loss of business, contracts or opportunities.
   7. The Licensor shall not be liable to the Licensee in respect of any loss or corruption of any data, database or software.
   8. The Licensor shall not be liable to the Licensee in respect of any special, indirect or consequential loss or damage.
10. TERMINATION
    1. The Licensor may terminate this Agreement by giving to the Licensee not less than [INSERT NUMBER OF DAYS FOR LICENSOR TO TERMINATE THE AGREEMENT] days’ written notice of termination subject to the Minimum Term.
    2. The Licensee may terminate this Agreement by giving to the Licensor not less than [INSERT NUMBER OF DAYS FOR LICENSEE TO TERMINATE THE AGREEMENT] days' written notice of termination, expiring at the end of any calendar month but subject to the Minimum Term.
    3. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
       1. the other party commits any material breach of this Agreement, and the breach is not remediable;
       2. the other party commits a material breach of this Agreement, and the breach is remediable, but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
       3. the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).
    4. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
       1. the other party:
          1. is dissolved;
          2. ceases to conduct all (or substantially all) of its business;
          3. is or becomes unable to pay its debts as they fall due;
          4. is or becomes insolvent or is declared insolvent; or
          5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
       2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
       3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement); or
       4. if that other party is an individual:
          1. that other party dies;
          2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
          3. that other party is the subject of a bankruptcy petition or order.
    5. The Licensor may terminate this Agreement immediately by giving written notice to the Licensee if:
       1. any amount due to be paid by the Licensee to the Licensor under this Agreement is unpaid by the due date and remains unpaid upon the date that written notice of termination is given; and
       2. the Licensor has given to the Licensee at least [INSERT NUMBER OF DAYS ] days' written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause
11. EFFECTS OF TERMINATION
    1. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 2, 4, 6, 8, 9, 10, 11, 14, 15, 16 and 17.
    2. Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
    3. For the avoidance of doubt, the licenses of the Software in this Agreement shall terminate upon the termination of this Agreement; and, accordingly, the Licensee must immediately cease to use the Software upon the termination of this Agreement.
    4. Upon termination, the Licensor shall pass all data held on its servers or elsewhere relating to the Licensee back to the Licensee in human-readable format. The Licensor shall also simultaneously remove all data relating to freelancers and agencies and Linked Contacts held on behalf of the Licensor from its servers or elsewhere.
12. NOTICES
    1. Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 12.2):
       1. delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
       2. sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,
       3. Providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
    2. The parties' contact details for notices under this Clause 12 are as follows:
       1. in the case of notices sent by the Licensee to the Licensor, [INSERT ADDRESS/EMAIL OF LICENSOR]; and
       2. in the case of notices sent by the Licensor to the Licensee, [INSERT ADDRESS/EMAIL OF LICENSEE].
    3. The addressee and contact details set out in Clause 12.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 12.
13. FORCE MAJEURE EVENT
    1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
    2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
       1. promptly notify the other party; and
       2. inform the other party of the period for which it is estimated that such failure or delay will continue.
    3. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
14. INDEMNIFICATION
    1. The Licensee shall indemnify the Licensor against any liabilities, damages and penalties arising out of the sole negligence of the Licensee in the use of the software either by the Licensee or its authorized users.
    2. Licensor at its own expense will defend any action brought against Licensee to the extent that it is based on a claim that any software system used within the scope of this License Agreement infringes any patents, copyrights, license or other property right, provided that Licensor is immediately notified in writing of such claim. Licensor shall have the right to control the defense of all such claims, lawsuits and other proceedings. In no event shall Licensee settle any such claim, lawsuit or proceeding without Licensor's prior written approval.
15. GENERAL
    1. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
    2. The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.
    3. The Licensor and the Licensee acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Licensor and the Licensee 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. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.
    4. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorised representative of each party.
    5. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
    6. This Agreement is made for the benefit of the parties and is not intended to benefit any third party or to be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
    7. This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
    8. This Agreement will be governed by and construed in accordance with the laws of [INSERT COUNTRY/STATE OF APPLICABLE LAWS] and the courts of [INSERT PLACE OF JURISDICTION] shall have exclusive jurisdiction to deal with matters in regard to the Agreement.
16. INTERPRETATION
    1. In this Agreement, a reference to a statute or statutory provision includes a reference to:
       1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
       2. any subordinate legislation made under that statute or statutory provision.
    2. Headings and titles in this Agreement are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.
    3. In this Agreement, words in the singular mean and include the plural and vice versa and words in the masculine mean and include the feminine and vice versa.
    4. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
17. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If there is no resolution then the Parties agree that any dispute, claim, or action hereunder shall be referred to and finally resolved by arbitration in accordance with the applicable laws then in force.
    3. The venue shall be [INSERT PLACE OF ARBITRATION].
    4. The language to be used and all written documents provided in any such negotiations shall be in English and the decision made shall be final and binding on both the parties.
18. ELECTRONIC SIGNATURE
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Licensor

Name:[NAME OF LICENSOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF LICENSOR]

Signed, sealed and delivered on behalf of Licensee

Name:[NAME OF LICENSEE/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [SIGNING DATE OF LICENSEE]

EXHIBIT- 1

[INSERT DESCRIPTION OF SOFTWARE AND ATTACH OTHER DOCUMENTATIONS, IF ANY]

EXHIBIT-2

CHARGES
[INSERT LICENSE FEE]