This License Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between YourData365, a [STATE] corporation with its principal place of business at [COMPANY_ADDRESS] ("Licensor"), and [CLIENT_NAME], with its principal place of business at [CLIENT_ADDRESS] ("Licensee"). Licensor and Licensee are collectively referred to as the "Parties" and individually as a "Party."
1.1 "Licensed Software": The proprietary software and services provided by Licensor under this Agreement, including but not limited to M365 Backup & Compliance tools, dashboards, APIs, and associated documentation.
1.2 "Territory": The geographic area where the Licensee is authorized to use the Licensed Software, as specified in Exhibit A.
1.3 "Authorized Users": Employees, contractors, or agents of Licensee who are authorized to access and use the Licensed Software under the terms of this Agreement.
1.4 "Confidential Information": Any non-public information disclosed by one Party to the other, including but not limited to technical, financial, or business information.
1.5 "Fees": The amounts payable by Licensee to Licensor as set forth in Exhibit B.
2.1 Scope: Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to access and use the Licensed Software solely for Licensee's internal business purposes related to M365 Backup & Compliance.
2.2 Territory: The license is granted for use within the Territory as defined in Exhibit A.
2.3 Exclusivity: This license is non-exclusive. Licensor reserves the right to license the Licensed Software to other parties, including competitors of Licensee.
3.1 Licensee shall not:
- Reverse engineer, decompile, or disassemble the Licensed Software.
- Modify, adapt, or create derivative works based on the Licensed Software.
- Use the Licensed Software to provide services to third parties without prior written consent from Licensor.
- Remove or alter any proprietary notices or labels on the Licensed Software.
3.2 Licensee shall ensure that Authorized Users comply with the terms of this Agreement.
4.1 Licensee is not permitted to sublicense the Licensed Software without the prior written consent of Licensor.
5.1 License Fees: Licensee shall pay Licensor the fees outlined in Exhibit B. Fees are based on the number of Authorized Users and the selected service tier (e.g., Basic, Professional, Enterprise).
5.2 Royalties: No royalties are applicable unless otherwise specified in Exhibit B.
5.3 Payment Terms: All fees are due within thirty (30) days of the invoice date. Late payments are subject to a 1.5% monthly interest charge or the maximum rate permitted by law, whichever is lower.
6.1 Ownership: Licensor retains all right, title, and interest in and to the Licensed Software, including all intellectual property rights.
6.2 Protection: Licensee shall promptly notify Licensor of any unauthorized use or infringement of the Licensed Software.
6.3 Feedback: Any feedback or suggestions provided by Licensee regarding the Licensed Software shall be owned by Licensor.
7.1 Licensee shall use the Licensed Software in accordance with the documentation and any guidelines provided by Licensor.
7.2 Licensor reserves the right to audit Licensee's use of the Licensed Software to ensure compliance with this Agreement.
8.1 Licensor Warranties:
- The Licensed Software will perform substantially in accordance with the documentation.
- Licensor has the right to grant the license under this Agreement.
8.2 Licensee Warranties:
- Licensee has the authority to enter into this Agreement.
- Licensee will use the Licensed Software in compliance with all applicable laws and regulations.
9.1 By Licensor: Licensor shall indemnify and hold harmless Licensee from any third-party claims alleging that the Licensed Software infringes intellectual property rights.
9.2 By Licensee: Licensee shall indemnify and hold harmless Licensor from any claims arising from Licensee's misuse of the Licensed Software.
10.1 To the maximum extent permitted by law, Licensor's liability under this Agreement shall not exceed the total fees paid by Licensee in the twelve (12) months preceding the claim.
10.2 Licensor shall not be liable for any indirect, incidental, or consequential damages.
11.1 Initial Term: This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year.
11.2 Renewal: The Agreement shall automatically renew for successive one (1) year terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
12.1 Termination for Cause: Either Party may terminate this Agreement if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
12.2 Termination for Convenience: Licensee may terminate this Agreement for convenience upon sixty (60) days' written notice.
12.3 Effects of Termination:
- Licensee shall immediately cease all use of the Licensed Software.
- Licensee shall return or destroy all copies of the Licensed Software and related documentation.
13.1 Licensor may, upon reasonable notice, audit Licensee's use of the Licensed Software to ensure compliance with this Agreement.
13.2 Any audit shall be conducted during normal business hours and shall not unreasonably interfere with Licensee's operations.
14.1 Governing Law: This Agreement shall be governed by the laws of the State of [STATE], without regard to its conflict of laws principles.
14.2 Dispute Resolution: Any disputes arising under this Agreement shall be resolved through binding arbitration in [STATE], in accordance with the rules of the American Arbitration Association.
15.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements.
15.2 Amendments: Any amendments to this Agreement must be in writing and signed by both Parties.
15.3 Severability: If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect.
15.4 Notices: All notices under this Agreement shall be sent to the addresses specified above.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
YourData365
By: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
[CLIENT_NAME]
By: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
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