RITESOFT, LLC SOFTWARE LICENSE AGREEMENT
1. GRANT OF LICENSE
riteSOFT, LLC (riteSOFT) and the Customer agree that during any free trial and any customer order, whether subscription or annual license, for licensed programs under this agreement the following terms and conditions will apply except as otherwise noted for free trials.
A nontransferable and nonexclusive license for licensed programs shall be granted, in consideration of the pricing previously disclosed and agreed to by customer, which is incorporated herein by reference, subject to the terms and conditions of this Agreement for each program. 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.
The following are a list of terms used in this agreement:
a. Licensed Program Materials: a software program consisting of a series of instructions or statements in machine readable form and any related website, domain names, and other materials or documentation provided for use in connection with the licensed program.
b. Use: 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.
c. Annual License Fee or Subscription Fee: The customer will pay either an Annual License Fee OR a Subscription Fee except during a free trial.
i. Annual License Fee: an annual fee for the service described in Section 5 hereof and being an amount for the period of one year. This fee shall be prorated for the first year of this Agreement and will be charged at the time of order of the licensed program.
ii. Subscription Fee: means a monthly fee for the service described in Section 5. The first Subscription Fee will start no later than 90 days after initial invoice; at which time, the customer will set up an Automated Clearing House (ACH) payment to riteSOFT which will provide for monthly payment of the Subscription Fee. Thereafter, the Subscription Fee will be due on the first day of the month for each month the Program is licensed by Customer. For customers outside the United States of America, this Subscription Fee is collected annually. riteSOFT reserves the right to change the amount of the Subscription Fee after initial Subscription Term.
d. Annual License Period: hereafter referred to as Period. Is a set period of 12 months.
e. Subscription Term: is for a period of 12 months that commences 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 Subscription 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 Subscription Term will begin on the first day of the following month.
f. Registration Number/License File: the algorithmic key number or license file provided by riteSOFT to allow the Customer to use the Licensed Program. This number/file is renewed each year upon payment of the Annual License or Subscription Fee.
3. TERM & RENEWAL
This Agreement is effective for the Period (section 2d) or Initial Subscription Term (section 2e) and renews annually on payment of the Annual License Fee or Subscription Fee thereafter as specified in section 5.2, unless terminated.
This Agreement may be terminated by the Customer upon one month’s written notice to riteSOFT, provided the customer discontinues use of all programs licensed. 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.
5. PAYMENT OF LICENSED PROGRAM AND ANNUAL LICENSE OR MONTHLY SUBSCRIPTION FEE
5.1. The Customer acknowledges that the initial license cost is due and payable with the order for the program. Customer acknowledges that this license is valid for the number of users purchased.
5.2 The Customer agrees to pay the Annual License or Subscription Fee, and other amounts specified in Section 6, in consideration of riteSOFT granting the Customer the right to use the licensed program. riteSOFT will in turn furnish to the Customer the maintenance service described below in relation to the licensed program for the Initial Period or Initial Subscription Term, commencing on the date as described in Section 2 and continuing as long as Customer is current on its payment of the Annual License or Subscription Fees. Thereafter, if Customer’s Annual License or Subscription Fees are current, riteSOFT will issue the Customer’s registration number/file required to access and use the licensed program for each following Period or Subscription Term for which the Customer wishes to continue to use the licensed program. The Customer acknowledges that its failure to pay the Annual License or Subscription Fees 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 licensed program updates and add-on modules etc. To requalify for services, the Customer shall pay all Annual License or Subscription Fees, accrued and outstanding since the date of last payment, as well as charges for the licensed program’s recertification as the current version to be eligible for the services.
5.3 The maintenance services are: (a) supplying updates to the Customer’s current licensed program at 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.
5.4 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.
5.5 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 Annual License or Subscription Fee.
IN THIS REGARD, CUSTOMER ACKNOWLEDGES THAT WITHOUT LIMITATION, FAILURE TO PAY AN ANNUAL LICENSE OR SUBSCRIPTION FEE SHALL ENTITLE RITESOFT, WITHOUT PRIOR NOTICE, TO TERMINATE THIS AGREEMENT AND THE LICENSE TO USE THE SOFTWARE, UPON WRITTEN NOTICE TO THE CUSTOMER.
5.6 riteSOFT reserves the right to increase the Annual License Fee or the Monthly Subscription Fee at the renewal time of the Annual License Period.
6. ADDITIONAL SERVICES OR INTEGRATION FEES
All services requested by the Customer that are not covered by the maintenance service described in Section 5 above, including but not limited to: a visit to the Customer’s location, additional project management or implementation, any re-implementation services, assistance with licensed program installation and training of Customer staff or other technical support, shall be chargeable to the Customer upon the provision of services. Unless otherwise agreed, the charges shall be at riteSOFT’s current standard rates for the time spent by the personnel in performing such services, including travel time and any other direct expenses associated with the above services.
Integrations or Plugins are generally developed to transition with future, incremental releases of the ERP, mobile warehouse, and time & attendance/payroll software. However, Integrations and Plugins may need additional development work if more extensive changes are made to the software. If this occurs, the changes will be invoiced at the prevailing hourly rate.
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 the Customer’s operator error 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 initial license fees, excluding any service or integration fees, to be determined at riteSOFT’s option.
8. 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. This warranty is in lieu of all other warranties and conditions with respect to the licensed programs, and riteSOFT disclaims all other warranties and conditions, 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 US $1,000. The Customer will be responsible to determine the suitability of the 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.
9. 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 Licensed 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.
10. 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.
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, United States of America. The parties to this Agreement agree, that if a dispute arises under this Agreement, the courts located in the State of Minnesota will hear the case.
Time shall be of the essence to this Agreement.
Publicity/Use of Trademarks. Neither Party will issue press releases, promotions or other publicity or publications regarding this Agreement or the Parties’ relationship without first obtaining the prior written consent of the other Party. Neither Party grants the other Party, except as provided for in this Paragraph, the right to use its trademarks, service marks, trade names, business names, Internet domain names, e-mail address names, telephone numbers, logos or other designations in any press releases, promotions or publications or on its external website without first obtaining the other Party’s prior written consent. Subject to Customer’s prior review and approval, Customer agrees to participate in a case study relating to the successful implementation of riteSOFT products at Customer’s sites and to permit riteSOFT to refer to Customer in advertising, promotional materials and press releases as a licensee of riteSOFT Products. Customer reserves the right to withdraw its authorization for use of its name at any time upon notice to riteSOFT.
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.
The person accepting this Agreement, if doing so on behalf of a company (Customer), the accepting person represents to riteSOFT that the person has the authority to accept and bind the Customer to these Terms. If the person does not have such authority, or if the Person does not agree to these Terms, the person must not accept these Terms and the person or Customer must not access or use the licensed programs.
riteSOFT LLC, 3717 23rd Street South, Suite 102, St. Cloud, MN 56301
320-252-6830 | http://www.riteSOFT.com
Rev. Feb. 2020