RITESOFT, LLC SOFTWARE LICENSE AGREEMENT (SUBSCRIPTION)

TERMS AND CONDITIONS 

  1. GRANT OF LICENSE

riteSOFT, LLC (riteSOFT) and the Customer agree that the following terms and conditions will apply to any customer order for licensed programs that is accepted by riteSOFT under this Agreement.

A nontransferable and nonexclusive license for licensed programs shall be granted subject to the terms and conditions of this Agreement for each program listed in the Schedule of Licensed Programs contained in this agreement.  The grant of the license to use the Licensed Programs, and any component software incorporated by riteSOFT in the Licensed Programs, is limited to the intended purpose of the Licensed Programs, and for no other purpose of any kind.

  1. DEFINITIONS

The term “licensed program” in this Agreement shall mean a program consisting of a series of instructions or statements in machine readable form and any related materials such as, but not limited to, flow charts, logic diagrams and listings, and other documentation provided for use in connection with the licensed program.

The term “use” in this Agreement shall mean copying any portion of the licensed program materials into a machine and/or transmitting them to a machine, for processing of the machine instructions or statements contained in such materials.

“Initial Term” is the length of time for which customer has first licensed the program as set out in the Schedule of Licensed Programs.  The Initial Term will begin on the date of invoice of the first Subscription Fee. If the Subscription Fee is due to invoice on a date equal to or before the 15th of the month, the Initial Term will begin on the first day of the month.  If the Subscription Fee is due to invoice on the 16th of the month or later, the Initial Term will begin on the first day of the following month.

“Subsequent Term” is the length of time for which the license renews after the Initial Term, as set out in the Scheduled of Licensed Programs.

“Subscription Fee” means a monthly fee for the service described in Section 5 hereof, and being an amount as set out in the Schedule of Licensed Programs.  The first Subscription Fee will be charged within 90 days of initial invoice. Thereafter, the Subscription Fee will be due on the first day of the month for each month the Program is licensed by Customer. riteSOFT reserves the right to change the amount of the Subscription Fee effective on the date of the next term renewal.

“Registration Number” means the algorithmic key number provided by riteSOFT to allow the Customer to use the licensed program. This number is renewed each year provided the Subscription Fee payments are current. 

  1. TERM

This Agreement is effective for the Initial Term from the date on which it is executed by both the Customer and riteSOFT, and will automatically renew for Subsequent Terms as described in the Schedule of Licensed Programs, unless terminated according to the terms of this Agreement.  This Agreement may be terminated by the Customer upon one month’s written notice to riteSOFT.  The Effective Date of the termination by Customer will be the last day of the then current term.  This Agreement may be terminated by the Customer only when all programs licensed hereunder are discontinued and all licensed program materials have been returned.  riteSOFT may immediately discontinue any license or terminate this Agreement upon written notice to the Customer if the Customer fails to comply with any of the terms and conditions of this Agreement.  riteSOFT may terminate this agreement for any reason, other than for customer noncompliance with the agreement (immediate termination) upon 30 days’ notice from riteSOFT to Customer.

  1. LICENSE

The license fee for each licensed program will be specified by riteSOFT.  The Customer acknowledges that the license fee is due and payable with the order for the program. Customer acknowledges that this license is valid for the number of users purchased as specified in the Schedule of Licensed Programs.

  1. PAYMENT OF SUBSCRIPTION FEE

5.1 The Customer agrees to pay the Subscription Fees in consideration of riteSOFT granting the Customer the right to use the licensed program and accompanying documentation and riteSOFT furnishing to the Customer the maintenance service described below in relation to the licensed program commencing on the date the licensed program is ordered by the Customer, and continuing for so long as Customer is current on its payment of the Subscription Fees. Upon payment of the initial invoice, riteSOFT will issue the Customer’s registration number required to access and use the licensed program. If Customer’s Subscription Fees are current on each annual anniversary date of the signing date of this Agreement, riteSOFT will send Customer a Registration Number which will allow Customer to use the Licensed Programs for another year. At the time the Program is licensed, Customer will set up an Automated Clearing House (ACH) payment to riteSOFT which will provide for monthly payment of the Subscription Fees.   The Customer acknowledges that its failure to pay the Subscription Fee when due will automatically result in the withdrawal of any service relative to the licensed program including maintenance services as well as access to license or license program upgrades and add-on modules etc. To re-qualify for maintenance services, the Customer shall pay all Subscription Fees accrued and outstanding since the date of last payment as well as charges for the licensed program’s re-certification as the current version to be eligible for maintenance services.

5.2 The maintenance services are: (a) supplying upgrades to the licensed programs in riteSOFT’s sole discretion; and (b) supplying corrections for any error in the licensed programs made known to riteSOFT normally by the issue of updated versions of the licensed programs from time to time as riteSOFT shall determine.

5.3 The Customer shall make available free of charge to riteSOFT all information, facilities and service required by riteSOFT for the performance of its obligations under this Agreement.

5.4 The obligation of riteSOFT under this Agreement, including without limitation, the obligation to provide the licensed programs and the maintenance services, are subject to and conditioned upon the timely performance of the Customer’s obligations under this Agreement, including without limitation payment of the Subscription Fee. IN THIS REGARD, CUSTOMER ACKNOWLEDGES THAT WITHOUT LIMITATION, FAILURE TO PAY A SUBSCRIPTION FEE SHALL ENTITLE riteSOFT, WITHOUT PRIOR NOTICE, TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO THE CUSTOMER.

  1. ADDITIONAL SERVICES

All services not covered by the maintenance service described in Section 5 above which are requested by the Customer, including but not limited to a visit to the Customer’s location, assistance with licensed program installation and training of Customer staff, telephone and modem support shall be chargeable to the Customer upon the provision of services. Unless otherwise agreed, the charges therefore shall be at riteSOFT’s current standard rates for the time spent by the personnel in performing such services (including any travel time to and from the Customer location), together with any incidental expenses reasonably incurred; such as, travel & living expenses, long distance telephone, media costs, courier charges, and any other direct expenses associated with the above services. Charges for these services shall be due upon invoice.

  1. WARRANTY

In the event of a malfunction of a licensed program during operation of the system by the Customer, and provided such malfunction arises solely by reason of error or omission in the licensed program provided by riteSOFT and is not caused in whole or in part by operator error made by the Customer’s operator or by failure of the Customer’s staff to follow the procedures as outlined by riteSOFT, or by any modification made to the data or licensed program by the Customer by any means other than those provided by riteSOFT, then riteSOFT binds itself, at its cost, to correct such licensed program or refund the Base License Fee, to be determined at riteSOFT’s option.

  1. LIMITATION OF REMEDIES AND OF LIABILITY

The Customer agrees that the foregoing warranty is limited to a period of 90 days following the date on which this Agreement is executed by both the Customer and riteSOFT. The Customer agrees that the foregoing warranty is in lieu of all other warranties and conditions with respect to the licensed programs, and riteSOFT disclaims all other warranties and conditions, express or implied, including but not limited to, any implied warranty or condition of merchantability, of fitness or adequacy for any particular purpose or use, of quality, of productiveness or of capacity. The Customer further agrees that riteSOFT shall not be liable, whether in contract, warranty, condition, tort or otherwise, to the Customer or any person claiming through or under the Customer for any damage or expense, whether consequential or incidental, direct or indirect, special or general, arising from loss of profits or business or otherwise, and whether caused by defect, negligence, breach or warranty or condition, delay in delivery or otherwise, and in no event shall riteSOFT be liable even if it has been advised of the possibility of such damages or expense. Any modifications, except those authorized in writing by riteSOFT or performed and/or supplied by riteSOFT to correct known or detected licensed program problems, void any and all warranties.

Notwithstanding any other provisions of this Agreement, riteSOFT’s liability on any other claim for loss or liability, including negligence, arising out of or connected with this Agreement, delivery, or use of any product covered by this Agreement (including but not limited to, loss or liability arising from breach of contract) shall in no case exceed $1,000. The Customer will be responsible to determine the suitability of the licensed programs as listed in the Schedule of Licensed Programs and as proposed by riteSOFT for use on the Customer’s computer and riteSOFT will assume no liability as to its fitness for the Customer’s needs. riteSOFT will assume no liability in the event of loss of Customer data caused in any manner. The Customer is solely responsible for implementing procedures for restart/recovery and the back-up of data.  

  1. PROTECTION AND SECURITY OF LICENSED PROGRAM MATERIALS

The Customer agrees the Licensed Program Materials are the proprietary property of riteSOFT and/or business partners of riteSOFT, and that the Licensed Program Materials are protected by copyright, trademark, trade secret and/or patent laws.  The Customer agrees that it shall not copy or otherwise provide or make available for use or copying the license program materials or any portion thereof to any persons.

The Customer acknowledges its responsibility to take all such steps as may be necessary to ensure that its employees and any persons permitted by it to have access to the licensed program materials shall preserve the proprietary nature and confidentiality of the licensed programs for the protection of riteSOFT.

If Customer violates the terms of this paragraph, riteSOFT shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining such action, and Customer hereby agrees that other remedies are inadequate.

  1. DISCONTINUANCE OF LICENSE

Within one month after the date of discontinuance of any license granted hereunder, the Customer will return to riteSOFT the original and all copies of the licensed program materials. Furthermore, the Customer agrees to certify in writing to riteSOFT forthwith, that through the Customer’s best effort, and to the best of the Customer’s knowledge, the original and all copies of the licensed program materials received from riteSOFT or made in connection with such license have been returned. This requirement will apply to all copies in any form, including translations whether partial or complete, and whether or not modified or merged into other program materials.

  1. RISK OF LOSS

In the event of the accidental loss of the licensed program by the Customer, riteSOFT or their designee will supply to the Customer a replacement copy at no charge. Any additional services will be provided on a time and materials basis.

  1. GENERAL

This Agreement is not assignable. None of the licenses granted hereunder nor any of the licensed program materials or copies thereof may be sublicensed, assigned or transferred by the Customer without the prior written consent of riteSOFT. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this Agreement is void.

The term “this Agreement” as used herein includes any future amendments, modifications or supplements made in accordance herewith.

If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

In addition to the charges due under this Agreement, the Customer agrees to pay any use or sales taxes arising from this Agreement and shall indemnify and save harmless riteSOFT from the same.

No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has arisen, or, in the area of nonpayment, more than two years from the date of the last payment. In this Agreement where the context requires words in the singular include the plural, and words in the plural include the singular, words importing the masculine gender include the feminine and neuter genders, and words importing the feminine gender include the masculine and neuter genders.

This Agreement will be governed by the laws of the State of Minnesota.

Time shall be of the essence to this Agreement.

THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERCEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

RITESOFT SCHEDULE OF LICENSED PROGRAMS

LICENSED PROGRAM DESCRIPTION: riteTIME Labor Data Collection

Initial Term: 36 months 

Subsequent Term: 12 months

Subscription Fee:  Per employee per month

 

LICENSED PROGRAM DESCRIPTION: riteTIME Data Connector for ADP Workforce Now Essential Time

Initial Term: 36 months 

Subsequent Term: 12 months

Fee:  Flat fee

Terms revision: 06/16