SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") dated the 9th Dec 2023
BETWEEN:
Anveck Ltd T/A SQ9 of Guinness Enterprise Centre, Taylor’s Lane, Dublin 8, Ireland (the "Vendor")
OF THE FIRST PART
- AND -
the "Licensee"
OF THE SECOND PART
BACKGROUND:
The Vendor wishes to license computer software to the Licensee and the Licensee desires to purchase the software license under the terms and conditions stated below.
IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
License
- Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable license (the "Licensee") to use Odyssey Fits (the "Software").
- "Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
- Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
- This agreement grants an individual license per Tablet. The Tablet may be connected to any number of iOS devices.
- The rights and obligations of this Agreement are rights granted to the Licensee The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
- The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
- Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
License Fee
- The license fee for this Agreement will consist of an annual fee of $288.00 USD per Tablet. This fee is payable upfront on an annual or monthly basis.
Limitation of Liability
- The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
- TheVendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
- TheVendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
Warrants and Representations
- TheVendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting a license to use this Software is not in violation of any other agreement, copyright or applicable statute.
Acceptance
- All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.
User Support
- TheLicensee will be entitled to phone support for the duration of the contract term, available MON – FRI, 8:00 AM to 5:00 PM GMT, at no additional cost, (exclude Public Holidays in Republic of Ireland).
- TheLicensee will be entitled to maintenance upgrades and bug fixes, at no additional cost, for the period of the Contract Term from the date of Acceptance.
Term
- The term of this Agreement will begin on Acceptance and is perpetual. In the absence of a separate signed agreement, all software licence agreements have an initial term of 12-months, payable on an annual or monthly basis. At the end of the initial term, the Licensee agrees that the subscription will automatically extend on a month-to-month basis until the Licensee or Vendor terminates the agreement.
Termination
- After expiry of the initial term a Licensee may serve a Termination Notice which comes in to effect 30 days after the notice of termination has been given.
- This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the vendor holds the right to block access to the software.
- A request to cancel your agreement must be made in writing or via email to the vendor. Emailed cancellation requests must be sent to support@holemoreputts.com in order to be validated. The Licensee is encouraged to keep records of all communications regarding cancellation.
- TheVendor will communicate via automated email to the Licensee informing them of any overdue accounts.
- The vendor retains the option to deactivate any unpaid and overdue accounts.
- The vendor retains the option to pursue any outstanding licence fees for any unpaid and overdue accounts.
Force Majeure
- TheVendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
Governing Law
- The Parties to this Agreement submit to the jurisdiction of the courts of the Republic of Ireland for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Republic of Ireland.
Miscellaneous
- This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
- This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
- Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
- If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent 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 and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
- This Agreement shall inure to the benefit of and be binding upon the parties, their successors and assigns.