SOFTWARE LICENSE AGREEMENT
Read the FULL software license agreement for our software products below!
This agreement ("Agreement"), made effective as of the last date that both parties have executed it, is between Vydata Systems, a Louisiana corporation with corporate offices at 9151 Interline Ave., Suite 9A, Baton Rouge, LA 70809, United States of America and the installing client (the “Client”), that uses or operates the software.
Installation of any Vydata software package requires acceptance of this license agreement which is legally binding in any local or federal court of law. The computer software program(s) and documentation and any modifications, updates, revisions, or enhancements hereafter will be referred to as the "Licensed Material". The “Licensed Material” refers to the actual software product provided by Vydata Systems and installed and operated on client computer systems. This also includes all custom work created (various templates, screen changes, reports, database adjustments, or interfaces) included in the product but outside of the originally installed package. The “Licensed Material” does not, however, include hourly service or support work performed by Vydata employees specifically for the client. Coverage of service and support will be handled under separate support contracts between the two parties.
** LICENSE **
Vydata Systems grants to the client a perpetual, non-exclusive Software License to use the computer software program (the "Program") on a computer and/or network depending on the conditions of purchase. Title to the media on which the Program is recorded and to the documentation in support thereof is transferred to the Client, but title to the actual program package and related materials itself is retained by Vydata Systems.
The Client assumes total responsibility for the selection of the Program to achieve the intended results, and for installation and use of, and results obtained from, the Program. The Client may not make copies, translations, or modifications of or to the Licensed Material. The Client is allowed, however, to make a reasonable number of backup copies for archival purposes only related to disaster recovery purposes and support of the Program at each installed location. Usage of the Program, however, is limited to only the number of licenses purchased. The Client may not transfer the Licensed Material, in whole or in part to any third party. The Licensed Material will be licensed for only the Client to operate exclusively. Vydata Systems may terminate any Software License(s) acquired under this Agreement upon written notice if the Client breaches a material term of this Agreement with respect to the affected Software and fails to correct the breach within 45 days following receipt of written notice specifying the breach. If such breach is not reasonably curable within such 45 day period, Vydata Systems may terminate the Software License and potentially pursue legal action if the breach is severe. In the event Vydata Systems decides to terminate a Software License due to a material breach by the Client, Vydata Systems shall only terminate the affected Software License(s) and not any pending work Agreement as a whole that was pre-paid. If the Client disputes the existence of a material breach alleged by Vydata Systems, the Client shall have the right to continue using the affected Software until the court finally determines that the Client has breached this Agreement. If a Software License is terminated, the Client must stop all usage of the Program, and upon request, destroy all copies of the affected Software and Documentation. All of the Client’s obligations under this Agreement with respect to the affected Software and Documentation shall survive the termination of the corresponding Software License until all copies of the affected Software and Documentation are destroyed.
** LIMITED WARRANTY **
Vydata Systems warrants that the Software will perform in accordance with the corresponding Documentation for a period of ninety (90) days from the date the Client receives the Software ("Warranty Period"). If at any time during the Warranty Period the Software fails to meet the warranty set forth in this Section 7.1, Vydata Systems' entire liability, and the Client's exclusive remedy for a breach of this warranty, will be Vydata Systems' providing the Client with error corrections so that the Software functions in accordance with the corresponding Documentation. Once the Program is installed and a valid permanent serial number issued, there will be no refunds of tender to the Client. A refund exception can be made if the Client can prove without a reasonable doubt that no copies were retained and all software was properly uninstalled without retaining the serial number key. This exception can only happen within the first thirty days of Program usage. However, a full refund can be provided on any unopened and uninstalled software at any time by returning the software box that is still shrink-wrapped. In the event of Agreement termination, any and all service work completed for the Client at that time by Vydata will not be refundable. Service work includes, but is not limited to, client-specific customizations or development, software installation, system configuration, on-site training, and data entry. Any service work paid for but not yet delivered will be refundable at the point of Agreement termination. Vydata Systems warrants the media (CDROM, DVD, USB drive, or diskettes) on which the Program is furnished to be free from defects in materials and workmanship under normal usage for a period of ninety (90) days from the date of delivery to the Client as evidenced by a copy of the receipt.
** INTELLECTUAL PROPERTY INDEMNIFICATION **
Vydata Systems represents and warrants to the Client that Vydata Systems has all of the privileges necessary to grant the rights and licenses to the Client in this Agreement. Vydata Systems will indemnify, defend and hold the Client, and its officers, directors, employees, subsidiaries, affiliates, and agencies harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any action brought against the Client or Client affiliates, customers, dealers or distributors to the extent that it is based on a claim that the Software infringes any patent or copyright, or violates a trade secret or any other intellectual property right, provided that: (i ) Vydata Systems is promptly notified in writing by the Client of such claim, however only a claim to promptly notify that materially prejudices Vydata will preclude indemnification; (ii) Vydata Systems is given the sole control, at its cost, of the defense of any action on such claim and all negotiations for its settlement or compromise; and (ii) The Client provides such reasonable assistance and cooperation as Vydata Systems may request in defending such an action. Should the Software become, or in Vydata Systems' reasonable opinion be likely to become, the subject of a claim of infringement, Vydata Systems will either (a) procure for the Client the right to continue using the Software, (b) replace the Software with functionally equivalent software at no extra charge, (c) modify the same so that it becomes non-infringing, or (d) only after using all commercially reasonable efforts to obtain a remedy pursuant to options (a), (b) or (c) above, terminate the license for the infringing Software. Vydata Systems will not be liable to the Client under the provisions of this section for any infringement, or claim thereof, to the extent a claim is based upon the use of the Software in combination with other materials not furnished by Vydata Systems where the use of the Software alone is practicable and would not constitute an infringement. The foregoing states the entire liability of Vydata Systems, and the Client's exclusive remedy, with respect to infringement of any intellectual property rights resulting from the Software.
** LIMITATION OF LIABILITY AND REMEDIES **
Vydata Systems' shall replace any defective media (CDROM, DVD, USB drive, or diskettes) not meeting the Vydata Systems strict quality requirements and the "Limited Warranty". Defective items must be returned to the distributor and/or ultimately Vydata Systems with a copy of the sales receipt to obtain remedies. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (A) ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE IN EXCESS OF THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT, OR (B) ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO ANY LIABILITY FOR INFRINGEMENT OR FOR DAMAGES CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If a dispute occurs between the parties where a legal action remedy is required in a court of law, the legal process will be governed in the courts of the state of Louisiana, United States of America.
** GENERAL **
Except as specifically authorized under this section, neither this Agreement nor any right or obligation here-under may be assigned, transferred or delegated by either party without the prior written consent of the other party, and any attempted assignment or delegation not in conformity with this section shall be null and void, provided that any such consent of the other party shall not be unreasonably withheld. Notwithstanding the foregoing, the Client shall have the right to transfer and assign this Agreement to (i) any affiliate of the Client company, or (ii) any person or entity who acquires all or substantially all of the business or assets of the Client, or that portion of the business or assets of the Client that relates to this Agreement, or (iii) any of the successors and assigns of any of the foregoing. Each party agrees to obtain the prior written approval of the other party prior to making any public announcement, through press releases or otherwise, concerning any activities under this Agreement. This includes Vydata Systems’ usage of the Client’s name or logo in any marketing, promotional, or other materials which may not be done without the Client’s prior written consent. Furthermore, no custom work or data belonging to the Client will be shared with other Vydata Systems clients for any reason. The Client data and system customizations remain the sole property of the Client. As mentioned previously, the Agreement, and all claims arising under or related to, will be governed by and construed in accordance with the laws of Louisiana as applicable to agreements made and wholly performed in that state. This Agreement is the complete and exclusive statement of this agreement between the Client, and Vydata Systems which supersedes any proposal or prior agreement, written or oral, and any other communications between the Client and Vydata Systems and/or the distributor (if any) relating to the subject matter of this Agreement.
This Agreement may only be amended in writing signed by both parties. Any notice required or permitted under this Agreement shall be in writing and delivered by (i) certified mail of the United States Postal Service, (ii) personal delivery, or (iii) air courier (such as Federal Express), addressed as follows:
Vydata Systems Co.
Attn: Sourcing & Procurement
9151 Interline Avenue, Suite 9A
Baton Rouge, LA 70809
Either party may designate a different address by written notice. A notice shall be deemed to have been given on the date of receipt as evidence by certified mail receipt or other receipt of air courier service.