Software License Agreement
This agreement is between ChronTech, Inc. and «Person/Org Doc is About: Company Name» (“Licensee”).
For ease of reading, we’ll refer to ChronTech, Inc. simply as ChronTech throughout the rest of this agreement.
ChronTech has developed and owns all right, title, and interest in/to the Chronicle software, its documentation, and any future changes to this software and documentation.
Licensee wants a license to use the Chronicle software and to receive standard technical support and any standard changes and improvements made to it.
Subject to the conditions of this agreement, ChronTech is willing to give the Licensee a limited license to use this software.
We agree to these terms:
Subject to the terms and conditions of this agreement, ChronTech grants the Licensee a royalty-free, nonexclusive, nontransferable license to use the Chronicle software.
Term. This license will be renewed monthly upon payment as stated in Exhibit A. When this license expires, the Licensee agrees to comply with Subsection 8.a of this agreement.
Limitations. Licensee will use the Chronicle software only for its own internal use with its businesses. Server Edition Licensee may make one backup copy of the software; the Licensee has no other right to copy any part of this software. Any copy of the software is the exclusive property of ChronTech.
Software changes. Only ChronTech has the right to change, maintain, and enhance the Chronicle software.
Licensing Fees. Exhibit A lists license fees, fees for other services, and when these fees are due. Chronicle integrates with other 3rd party software that may require additional license fees for it’s services. The following are a few examples: a seperate QuickBooks user dedicated for Chronicle integration, Twillo for texing, a web email account to integrate email within the system.
Late Payment. Any part of any fee not paid within ten days of the due date will be charged 10% interest per month, or the highest rate the law allows, whichever is less, from the due date until the amount is paid. ChronTech may terminate this agreement if the Licensee fails to pay any amounts when due.
Installing and Supporting the Chronicle Software
Licensee system requirements, Server Edition. Licensee agrees to set up a dedicated server for Chronicle that meets all of the requirements that Chronicle will provide.
Delivery – Server Edition. If you choose the server addition of Chronicle, ChronTech will install the Chronicle software on the Licensee’s system within ten working days of the point when the Licensee’s system meets the requirements. (The Licensee must call ChronTech to indicate that the system is ready for installation.) The Licensee will give ChronTech access to the site and priority use of the computer system while the installation is happening.
Role of ChronTech. ChronTech agrees to provide training, technical support, and program updates. Other than this, ChronTech is not obligated to correct any of the software’s defects or to otherwise support or maintain it.
Access to Software. At mutually agreeable times, the Licensee agrees to let ChronTech have reasonable access to the software on the Licensee’s computer system or in a hosted environment to test, modify, and correct the software.
Licensee Evaluation. The Licensee agrees to use the software and to evaluate it when ChronTech reasonably requests this. The Licensee agrees to periodically let ChronTech know the results of the evaluation, including any defects found (and details needed to evaluate these defects) and any recommendations for changes.
Rights of ChronTech. As the Licensee uses and evaluates the software, ChronTech has the right to use this information for any purpose, including making changes and corrections, and incorporating the information into programs and documentation that can be assigned, licensed, or transferred to third parties.
Ownership of Software
ChronTech owns all rights, title, and interest to the Chronicle software, to changes or corrections made it, and to its documentation. This includes copyright, patent, trade secrets, and all intellectual property rights. Except for the limited rights granted under this agreement, the Licensee acquires no rights to the software or to any changes or corrections to it. If Licensee is ever deemed to own any copyright rights in the software or any changes to it, the Licensee irrevocably assigns to ChronTech all such rights, title, and interest and agrees to execute all documents necessary to implement and confirm the letter and intent of this section 5.
Acknowledgment of ChronTech’s Trade Secrets. The Chronicle software contains valuable trade secrets and confidential information, and ChronTech owns this information. This includes, among other things, the software’s development status, how it works, what the screens look like, what they contain and how they flow, what the user interface is like, and what the documentation says.
The Licensee and its employees agree not to directly or indirectly make any of this information known or available to any third party, nor will the Licensee or its employees (i), sell, lease, assign, sublicense or otherwise transfer this information, (ii) make a copy of the software, if installed on Licensee’s server, except the backup copy permitted by Section 2.c, (iii) use the software in any way not authorized by this agreement, or (iv) decompile, disassemble, or reverse engineering the software. The Licensee will take all reasonable precautions to make sure the software, including trade secrets and confidential information in it, is not accidentally disclosed.
Acknowledgement of Licensee’s Privacy. Through setting up and supporting the Chronicle software, ChronTech employees may encounter private information about the Licensee’s company, business operations, and software settings. ChronTech and its employees will not divulge any of the Licensee’s private information to any third party without the Licensee’s written permission unless the law requires us to do so.
Termination of this Agreement
Termination by Licensee. Any time after the Initial Term, the Licensee may terminate this agreement and the license it grants for any reason by giving ChronTech written notice at least 30 days before the effective date of the termination. This written notice must state the effective date of the termination.
Termination by ChronTech. Any time after the Initial Term, ChronTech may terminate this agreement and the license it grants for any reason by giving the Licensee written notice stating the effective date of the termination. ChronTech agrees to provide open access to the Licensee’s data so another developer can, at the Licensee’s expense, access the data and integrate it into another software solution. ChronTech agrees to give written notice at least 45 days before the effective date of such termination. ChronTech may also terminate this agreement and the license it grants, at any time and without notice (except as provided below) if any of the following occur:
If the Licensee violates any provision of this agreement, and ChronTech sends the Licensee a Notice of Intent to Terminate that identifies in detail how the agreement was violated, and the violation isn’t corrected with ten days of the date the Licensee’s receives this notice;
If the Licensee (A) terminates or suspends its business, (B) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, (C) becomes insolvent or subject to direct control by a trustee, receiver, or similar authority, or (D) has wound up or liquidated, voluntarily or otherwise;
If (A) the Licensee sells substantially all of its assets to a third party, (B) the Licensee merges with or into a third party, or (C) the Licensee sells or transfers outstanding stock or equivalent ownership interests so that those who held these ownership interests on the effective date of this agreement hold less than 80% of the total ownership interests outstanding.
Refunds- Upon execution of this agreement and once any payment is received in part or in full, Chronicle will spend service time preparing the clients software environment that will need to be paid for. These charges will include; setup of a server (The Chronicle licensing costs), securing hosting charges of one year at $104 per month, active user fees charges as described in the contract and any training provided at $150.00 per hour, these charges will not be refunded. If you are on a month to month contract, there are no refunds
Effect of Termination
Return of Software. If this agreement is terminated, the Licensee agrees to return all copies of the Chronicle software housed on it’s server to ChronTech. This includes any backup copies and any written materials. The Licensee also agrees to delete all copies of the Chronicle software from all its computer systems.
Survival of Certain Provisions. Terminating this agreement does not eliminate any of Licensee’s obligations to ChronTech under Sections 2, 5, 6, 9 and 10; these provisions all survive termination.
Licensee and ChronTech agree that the software is provided “as is” and that ChronTech makes no warranty as to the software. ChronTech disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, related to the software, its use or any inability to use it, the results of its use and this agreement.
Limitation of Liability
Damages Limitation. In no event will ChronTech be liable for any damages, whether in contact or tort (including negligence), including but not limited to direct consequential, special, exemplary, incidental and indirect damages, arising out of or in connection with this Agreement or the use, the results of use, or the inability to use the software.
Data Protection – Server Edition. The Licensee is solely responsible for protecting the data in the Software by backing up the data and keeping copies in case of calamity.
Firewall and Virus Protection – Server Edition. The Licensee is solely responsible for providing its own firewall and virus protection software to protect itself from any virus or attack launched against its network through the Internet.
Neither the Licensee nor ChronTech may assign or transfer any of the rights and obligations arising out of this Agreement without the prior written consent of the other party.
Causes Beyond Reasonable Control (Force Majeure)
Neither party is responsible for any delay or failure to perform this agreement’s obligations due to causes beyond the party’s reasonable control.
Independent Parties. Nothing in this agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between ChronTech and Licensee.
Waiver. The failure of either party to exercise any rights this agreement provides is not a waiver of any further right under this agreement.
Severability. If a court of competent jurisdiction or some operation of law declares any aspect of this agreement to be invalid, all remaining provisions still apply. Whatever is invalid will replaced by the valid term or provision that comes closest to the intention behind the invalid term or provision.
Notices. Any communication required or permitted by this agreement will be in writing. They will be deemed to have been duly given three days after mailing by first class, certified mail, postage prepaid:
231 E. Alessandro Blvd Unit-490
Riverside, CA 92508
Integration. This agreement and its exhibits constitute the entire agreement between the parties regarding the subject matter contained here. It supersedes all prior proposals, negotiations, and agreements between the parties concerning this subject matter.
Amendments. No addition or change to this agreement will be effective unless it is in writing and signed by both parties.
Applicable Law. This agreement is governed by the laws of the State of California..
Litigation. Any controversy or claim related to this agreement, including injunctive relief sought by either party, will be submitted to a court of law, in the County of San Bernardino, in the State of California. Each party will be responsible to pay it’s own attorney’s fees, win or lose.
Effective Date. This agreement becomes effective on the date the last party to this agreement signs it..