[INSERT] LICENCE

Version [INSERT] / [INSERT DATE] [Download PDF]

TABLE OF CONTENTS

1. DEFINITIONS...........................................................................................................................2

2. GRANT OF LICENCE................................................................................................................2

3. LICENSE FEES.........................................................................................................................3

4. LICENCE TERM........................................................................................................................3

5. [INSERT] SUPPORT..................................................................................................................3

6. WARRANTY.............................................................................................................................3

7. DISCLAIMER OF WARRANTIES.................................................................................................4

8. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES....................4

9. LIMITATION OF LIABILITY........................................................................................................4

10. TERMINATION OF AGREEMENT............................................................................................4

11. EFFECT OF TERMINATION....................................................................................................5

12. THIRD PARTY LIBRARIES......................................................................................................5

13. MISCELLANEOUS.................................................................................................................5

THE SYSTEM IS PROVIDED TO YOU, AN INDIVIDUAL OR LEGAL ENTITY, UNDER THE TERMS OF

THIS LICENCE ("LICENCE") AND THE TERMS OF SERVICE (“TOS”) ISSUED BY THE SYSTEM

LICENSOR, [INSERT FULL COMPANY NAME] BEING A PRIVATE COMPANY (“[INSERT]”), WHOSE

PRINCIPAL PLACE OF BUSINESS IS [INSERT ADDRESS]. THE SYSTEM IS PROTECTED BY

COPYRIGHT AND/OR OTHER APPLICABLE LAWS. ANY USE OF THE SYSTEM OTHER THAN AS

AUTHORISED UNDER THIS LICENCE OR IN TERMS OF COPYRIGHT LAW IS PROHIBITED. BY

EXERCISING ANY RIGHTS TO THE SYSTEM PROVIDED HERE, YOU ACCEPT AND AGREE TO BE

BOUND BY THE TERMS OF THIS LICENCE. TO THE EXTENT THIS LICENCE MAY BE CONSIDERED

TO BE A CONTRACT, THE LICENSOR GRANTS YOU THE RIGHTS CONTAINED HERE IN

CONSIDERATION OF YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS.

1. DEFINITIONS

1.1. “Agreement” shall mean this Agreement and the supporting documentation

incorporated by reference.

1.2. “Licensee Data”: means the data, including but not limited to graphic, picture, text,

audio, video, software or information submitted by the Licensee to [INSERT] for the

purpose of using the Software of Services.

1.3. “Privacy Policy” available at [INSERT URL] defines the manner in which [INSERT]

collects and handles personal information submitted by the Licensee.

1.4. “[INSERT] Terms of Service” The [INSERT] software is web-based and provides

integrated software as a service, as such the Licensee is subject to additional Terms of

Service available at [INSERT URL], which is incorporated herein by reference.

1.5. “Software” or “[INSERT]” means the [INSERT] software, a [INSERT DESCRIPTION] web-

hosted software, developed by [INSERT COMPANY] and licensed herein to You.

1.6. “Use” means access to the Software and operation of the features so provided in terms

of the package selected by You and in accordance with the Sign up and Free Trial Terms;

1.7. “Licensee” or “Your” shall mean an individual or legal entity exercising permissions

granted by the Licence and/or accepting this Agreement.

2. GRANT OF LICENCE

2.1. Subject to being granted access to Your Account and payment of any Licence Fees

applicable, [INSERT COMPANY] hereby grants to You, a non-exclusive, non-transferable,

non-sublicensable, limited, revocable, royalty free, worldwide licence to use the Software

in accordance with the terms of this Agreement. The Software is protected by copyright

and other intellectual property laws and treaties. [INSERT COMPANY] shall retain all title,

copyright, and other intellectual property rights in the Software. The Software is being

licensed, not sold, to You.

2.2. The Licensee shall not except as otherwise permitted in this Agreement, promote,

broadcast, or refer publicly to the [INSERT COMPANY] or [INSERT] name, trade name,

trademark, service mark or logo, or commit any act or omission the likely result of which

is that [INSERT COMPANY] or any of its third party suppliers’ or agents’ reputation will be

brought into disrepute or which act or omission could reasonably be expected to have or

does have a material and adverse effect on [INSERT COMPANY]’s interests.

2.3. The Licensee consents and agrees to the provisions of the version of the Privacy Policy

and Terms of Service, applicable to Licensee on the date of activation, the terms of which

are incorporated herein by reference.

2.4. The Licensee agrees that the input of data and the accuracy and adequacy thereof,

including the output generated by [INSERT] is under the exclusive control of the

Licensee. Any use made by the Licensee of the data output or any reliance thereon, is

the sole responsibility of the Licensee. The Licensee indemnifies [INSERT COMPANY] and

holds [INSERT COMPANY] harmless from any claims by third parties arising from, or

related to, the Licensee’s use of the data output. [INSERT COMPANY] reserves all rights in

[INSERT] not explicitly granted herein.

3. LICENSE FEES

Unless otherwise agreed between the Parties in writing, the Licence Fees payable are as set out

on [INSERT URL] or otherwise agreed in writing between the Parties.

4. LICENCE TERM

This Agreement shall commence of the date of activation by the Licensee of the Account

Services in accordance and continue until terminated in writing by [INSERT COMPANY] or the

Licensee as set out herein.

5. [INSERT] SUPPORT

The Licence entitles the Licensee to the following [INSERT] support:

5.1. The Licensee will be provided with initial access Sign UP support for [INSERT], through

provision of log in details, guides and tutorial materials on the use of [INSERT].

5.2. [INSERT COMPANY] will provide certain live and remote training on the use of [INSERT],

as well as access to online training videos and materials. The parties may agree to

additional training on site which may incur an additional cost.

5.3. [INSERT COMPANY] provides email, telephonic and helpdesk support as detailed on

[INSERT URL] Queries regarding such support may be directed to [INSERT EMAIL

ADDRESS].

5.4. In view of [INSERT]’s web based nature, modifications, upgrades and enhancements that

are included in the standard releases of [INSERT] will be available to all Licensees.

6. WARRANTY

[INSERT COMPANY] the authority to grant the license hereunder. To the best of [INSERT

COMPANY]'s knowledge [INSERT] does not infringe upon the intellectual property rights of any

third party and that [INSERT COMPANY] did not receive any notice regarding any alleged

infringement thereof.

7. DISCLAIMER OF WARRANTIES

WITH THE EXCLUSION OF WARRANTIES EXPLICITLY MENTIONED HEREIN, [INSERT] AND ITS

RELATED MATERIAL ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND

[INSERT COMPANY] EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR

OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT

DISCOVERABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED

WARRANTIES, SO SUCH EXCLUSION MAY NOT APPLY TO YOU.

8. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL [INSERT

COMPANY] BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL

DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS

OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL

INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR

OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS

WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE

[INSERT], THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES,

INFORMATON, SYSTEM, AND RELATED CONTENT THROUGH [INSERT] OR OTHERWISE ARISING

OUT OF THE USE OF [INSERT], EVEN IN THE EVENT OF THE FAULT,DELICT, MISREPRESENTATION,

STRICT LIABILITY, BREACH OF CONTRACT, AND EVEN IF [INSERT COMPANY] HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES.

9. LIMITATION OF LIABILITY

In no event shall [INSERT COMPANY]'s liability exceed the license fee paid by the Licensee.

10.TERMINATION OF AGREEMENT

10.1. [INSERT COMPANY] may immediately terminate this Agreement if the Licensee violates the

terms of this Agreement.

10.2. [INSERT COMPANY] may immediately terminate this Agreement at the end of the last billing

cycle, if the Licensee fails to pay the license fee or to make any other required payment

within thirty (30) days following receipt of written notice (including an invoice) that such

payment is due.

10.3. The termination of this Agreement shall rescind the license granted and revoke all rights

granted to or accrued by Licensee to use [INSERT].

10.4. In the event of Termination for non-payment, [INSERT COMPANY] may disable the Licensee's

access to and use of [INSERT] until such time as [INSERT COMPANY] has received full

payment.

10.1 This Agreement shall otherwise terminate in accordance with the Terms of Service.

11. EFFECT OF TERMINATION

11.1 The termination of this Agreement shall rescind the licence granted and revoke all rights

granted to use [INSERT] or accrued by the Licensee. The Licensee shall not be liable for the

payment of further licence fees.

11.2 Immediately upon termination of the Licence Grant under this Agreement, the Licensee

shall at its own cost: cease permitting access to and procure that all of its users

immediately cease all use of [INSERT].

11.3 If this Agreement is terminated, the Licensee may retrieve all Licensee Data upon making

payment in full of any and all monies owed to [INSERT COMPANY]. Such retrieval shall occur

no later than five (5) days than the date of termination. [INSERT COMPANY] shall not be

responsible for any Licensee Data not retrieved within thirty (30) days following termination

of this Agreement.

12.THIRD PARTY LIBRARIES

12.1. This Software incorporates Third Party Libraries licensed under [INSERT] and third party

software licensed under [INSERT]. Other acknowledgements, licensing terms and

disclaimers for such third party contributions are contained in the Software and Your use of

the Software is further governed by such terms.

13.MISCELLANEOUS

13.1. This Agreement and its provisions shall be governed by, and interpreted in accordance with

the laws of South Africa.

13.2. In the event of any legal dispute or action being brought in connection with this Agreement,

it is agreed that venue of such action shall be Johannesburg, South Africa and each party

hereby consents to jurisdiction of the courts thereof.

13.3. Without any restriction on Your rights to pursue legal recourse in the forum of Your choice,

You agree that any dispute regarding this Agreement that cannot be resolved amicably,

shall, with Your consent, first be referred to confidential arbitration in terms of the rules of

the Arbitration Foundation of South Africa prior to proceeding to Court and such arbitration

shall be conducted in English in Johannesburg.

13.4. The Licensee understands that [INSERT], components of [INSERT] and the Licensee Data

may be subject to the laws of South Africa or the country of the Licensee, export controls

and restrictions and/or the trade laws and trade restrictions of such countries. The Licensee

agrees to abide by all applicable national and foreign laws, treaties and regulations which

may be applicable to its use of [INSERT] and to Licensee Data.

13.5. If any provision of this License is invalid or unenforceable under applicable law, it shall not

affect the validity or enforceability of the remainder of the terms of this License, and without

further action by the parties to this agreement, such provision shall be reformed to the

minimum extent necessary to make such provision valid and enforceable.

13.6. No term or provision of this License shall be deemed waived and no breach consented to

unless such waiver or consent shall be in writing and signed by the party to be charged with

such waiver or consent.

13.7. This License constitutes the entire agreement between the parties with respect to the

[INSERT] Licence. This License may not be modified in the absence of mutual written

agreement between Licensor and You.