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This Agreement made this 1st day of January 2010 (the "Effective Date")
By and Between:
Metasoft Systems, Inc. ("MSI"),
a British Columbia incorporated company, having its principal place of business at 203 - 1080 Howe Street, Vancouver, British Columbia, V6Z 2T1 Canada.
and
ABC Inc.,
known hereinafter as the "Client" or the "Customer", having its principal place of business at 123 Main Street, New York, NY 12345 USA known hereinafter as the "Client Site".
Recitals:
1.1 Metasoft Systems Inc. ("MSI") owns, develops, licenses, distributes, and holds the worldwide rights to various software products, including the software product Imager.
Definitions:
2.1 IMAGER (the "Product") is a set of individually licensed software components that provide Fax Viewing, Fax Creation, and Fax Management support.
2.2 The Client Product will incorporate licensed components from the IMAGER as part of its internal application.
License:
3.1 This License Agreement pertains to all the Imager Components, including the program executables, object code libraries, source code (if provided), program documentation, and modifications and/or recompilations of the source code.
3.2 In exchange for the consideration described in paragraph 4 hereof, MSI hereby grants to Client a perpetual license to use, copy, publicly display, publicly display the licensed Imager Component Objects so long as these objects are used at the Client Site.
Payment For License:
4.1 In consideration for the license granted in paragraph 3 hereof, Client hereby agrees to pay a one-time of $_____ USD for the following Product:
To license Imager Print Capture Monochrome Driver for Windows XP,
Code Version
(for unlimited Client desktop ("Unit") installation)
Up to 8 hours of Annual Support and Maintenance for the Product listed above,
MSI agrees to transfer the Product to Client, via electronic mail, immediately upon receipt of a signed copy of this Agreement and all funds payable thereunder.
Protective Provisions:
5.1 PRODUCT CODE AND DERIVATIVE WORKS:
Client agrees to treat the source/object code licensed to it under this agreement with the same level of protection and secrecy it affords its own proprietary software materials, source/object code and the like.
5.2 LIMITED WARRANTY:
MSI warrants that the product and its use do not infringe on any patent, copyright or trade secret of any third party. MSI indemnifies and holds the Client harmless of any third party claims to copyright, trademark or patent infringement related to the Product.
OTHER THAN THE FOREGOING WARRANTIES, MSI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. MSI FURTHER RESERVES THE RIGHT TO MAKE CHANGES TO THE SPECIFICATIONS OF THE PRODUCT WITHOUT OBLIGATION TO NOTIFY ANY PERSON OR ORGANIZATION OF SUCH CHANGES.
5.3 LIMITATION OF LIABILITY:
The Customer's sole remedies are set forth in the warranty clause above. In no event will MSI be liable for any special, incidental or consequential damages even if MSI has been advised of the possibility of the same.
5.4 PRODUCT SUPPORT:
In consideration of any Annual Support and Maintenance fees paid by Client according to item 4.1 of this Agreement, up to eight (8) hours of product support will be provided during a period of three hundred and sixty-five days from the signing date of this Agreement for all Product licensed under this Agreement. Any additional support requested by Customer will be provided at $_____ USD per hour. MSI may, anytime during this period, and at its sole discretion, discontinue Annual Product Support for any Product by providing fifteen days notice to Client. Product Support provided to Client includes:
5.4.1 Telephone Technical Support provided to Client Monday to Friday, excluding Canadian public holidays, during the hours of 9AM to 5PM Pacific Time to assist Client in resolving technical problems experienced by Client with the Products.
5.4.2 Product fixes provided to Client as required to repair Product features which do not function according to Product technical specifications as published by MSI, except in cases where Client has modified the Product ("Client Modified Product"). Client shall notify MSI in writing of each problem which occurs in Product, and MSI will verify reported problems and incorporate fixes into subsequent Product releases which will be made available to Customer so long as Customer maintains Annual Support and Maintenance Services.
5.4.3 Product enhancements will be provided to Client at MSI's discretion as and when it deems necessary.
Term and Termination:
6.1 TERM:
The term of this agreement will take effect upon the date of the execution hereof, herein referred to as the Effective Date, and will continue until terminated in accordance with this Agreement.
6.2 LICENSE TERMINATION:
This Agreement shall terminate upon the breach of any term of this Agreement by the Customer.
6.2.1 SURVIVING OBLIGATIONS UPON TERMINATION:
Termination of this Agreement shall not relieve either party of their obligations under paragraph 5.1 (Product Code and Derivative Works), or relieve Client of any obligation to pay for Units of Product installed prior to such termination.
6.2.2 REQUIRED ACTIONS OF CLIENT UPON TERMINATION:
Upon termination of this Agreement, Client shall cease using the Product and take all appropriate steps to remove the Product from Client's systems.
General:
7.1 GOVERNING LAW:
This Agreement shall be governed by the laws of the Province of British Columbia. If any provision of this Agreement is found void, invalid, or unenforceable, it will not effect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. In the event any remedy herein is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth herein shall remain in full force and effect. This agreement may be modified only in writing by the Customer and an authorized representative of MSI. Reasonable attorneys' fees and court costs shall be awarded to the prevailing party in any action brought in connection with an alleged breach of the terms of this Agreement.
7.2 ACCEPTANCE OF AGREEMENT:
The licensed use of the Product is expressly conditioned upon the Customer's acceptance of these terms MSI's acceptance of these terms is represented by shipment of the Product.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first referenced above.
Date: ___________________ Date: ___________________
METASOFT SYSTEMS, INC. ABC INC.
________________________ ________________________
Signature Signature
________________________ ________________________
Name Name
________________________ ________________________
Title Title
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