Software License Use Agreement and Implementation Agreement
This Software License Use Agreement and Implementation Agreement (hereinafter “Agreement”) is entered into between logyper, hereinafter referred to as “Provider”, and User, hereinafter referred to as “Customer”, together referred to as the “Parties”. “.
BACKGROUND:
A. The Client requires the implementation of a customized software solution according to its specific needs.
B. The Supplier has the experience and resources necessary to carry out the implementation of the software solution required by the Client.
C. The parties wish to formalize an agreement that establishes the terms and conditions under which the Supplier will carry out the implementation of the software solution, as well as the conditions for the use of the software license resulting from this implementation.
Therefore, the parties agree as follows:
SOFTWARE LICENSE 1.1 Non-Exclusive License: The Provider grants the Customer a non-exclusive, non-transferable and revocable license to use the implemented software solution in accordance with the agreed specifications. This license is limited to Customer’s internal use and may not be transferred, sublicensed, resold, or used for commercial purposes without Provider’s express written consent.
1.2 Intellectual Property Rights: The Customer acknowledges that the software solution implemented by the Provider is the intellectual property of the Provider or third parties, as applicable. The Customer did not acquire any ownership rights in the software and agrees to respect and protect the intellectual property rights of the Provider.
SOFTWARE IMPLEMENTATION 2.1 Service Agreement: The Provider agrees to implement the software solution in accordance with the specifications agreed upon by the Parties. The Supplier will use all reasonable efforts to ensure that implementation is carried out effectively and within the agreed time frame.
2.2 Ownership of Code: The Client acknowledges that the source code and any other material used in the implementation of the software solution is not the property of the Client and no ownership rights therein will be transferred to the Client.
2.3 Use of Third Parties: The Provider has the discretion to use third party services or components in the implementation of the software solution.
LIMITATIONS OF LIABILITY 3.1 Limitation of Warranty: The Provider makes no express or implied warranty regarding the implemented software solution, including, but not limited to, fitness for a particular purpose or freedom from errors.
3.2 Disclaimer: The Provider will not be liable for any damage, loss or harm arising from the use of the implemented software solution, including, without limitation, loss of data, business interruption or loss of profits.
CONFIDENTIALITY The Parties agree to maintain the confidentiality of all information and documentation provided by one Party to the other in connection with the implementation of the software solution, unless such information is in the public domain or is independently obtained by a of the parts.
TERMINATION This Agreement may be terminated by either Party in the event of material breach by the other Party, upon written notice and a reasonable period of time to correct such breach.
GENERAL DISPOSITION 6.1 Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.
6.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Prince, excluding any conflict of laws that may arise.
6.3 Dispute Resolution: Any dispute arising in connection with this Agreement will be resolved by deleting the website and all its content.
This Agreement constitutes the entire agreement between the Parties with respect to the implementation of the software solution and supersedes all prior or contemporaneous agreements, whether written or oral, relating thereto. The Parties have read and understood this Agreement and voluntarily accept it.
