COMPUTER SOFTWARE LICENSE AGREEMENT
By installing and/or using TechIDManager you agree to this computer software license agreement (“Agreement”) effective immediately by and between RUFFIAN SOFTWARE, INC, a Delaware C-corporation (hereinafter referred to as “Licensor”, “we”, “us” or “our”) with its principal place of business at 201B W. BUTLER ROAD #1109, MAULDIN, SOUTH CAROLINA 29662, and anyone installing or using TechIDManager (hereinafter referred to as “Licensee”, “you” or “your”).
Licensor may update this Agreement from time to time. You can review the most current version of this Agreement at any time at https://www.techidmanager.com/license-agreement. Your continued use of the Software constitutes your agreement to be bound by such changes to the Agreement. Your only remedy, if you do not accept the terms of this Agreement, is to discontinue use of the Software.
Recitals
- Licensor develops and markets computer software applications known as TechIDManager to manage accounts, usernames and passwords on unrelated domains and networks for technicians working at a Managed Service Provider (“MSP”) or IT Company, the “Software” which is more particularly described in the other written materials created by Licensor to describe the functionality and use of the Software (“Documentation”); and
- Licensee desires to acquire a license to use the Software and Documentation (“Intended Use”) and Licensor desires to grant Licensee the License defined in Section 2.
THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:
- Definitions
1.1 Agent
“Agent” means the computers or operating systems, or both, on which Licensee is authorized to use the Software pursuant to this Agreement. A list of the Agents is set forth in the Agent console within the Licensee’s installation of the Software and is incorporated into this Agreement by this reference.
1.2 Authorized Site
“Authorized Site” means the location at which Licensee is authorized to use and download the Software. As of the signing of this Agreement, the Authorized Site is TECHIDMANAGER.COM or RUFFIANSOFTWARE.COM.
1.3 Documentation
“Documentation” means all written material, including electronic material, created by Licensor to describe the functionality or to assist in the use of the Software. All Documentation is available at TECHIDMANAGER.COM or RUFFIANSOFTWARE.COM.
1.4. Licensee
“Licensee” means any user of the Software and includes any employee, technician, consultant, or contractor of Licensee, provided that the employee, technician, consultant, or contractor is using the Software in the performance of his or her duties as an employee, technician, consultant, or contractor of Licensee.
1.5 License Fee
“License Fee” means the fee to be paid by Licensee to Licensor as consideration for the License granted under this Agreement and the right to use the Software and the Documentation. License Fee is calculated according to the number of Agents deployed by Licensee as set forth at https://www.techidmanager.com/pricing/and is incorporated into this Agreement by this reference. Current terms and pricing may change from time to time which affect the License Fee.
1.6 Licensor
“Licensor” means RUFFIAN SOFTWARE, Inc., a Delaware C-corporation located in South Carolina.
1.7 Software
“Software” means the computer program or programs marketed and sold as TechIDManager and the Documentation. Software includes any updates, bug fixes, upgrades, enhancements, or other modifications. It does not include the source code, the intellectual property rights associated with the source code, or any version of the Software that constitutes a separate product because of differences in function or features.
1.8 Technical Support Schedule
“Technical Support Schedule” means the technical support and maintenance provided by Licensor in connection with Licensee’s use of the Software, which shall continue so long as the License remains in effect.
- Grant of License
2.1 Grant
Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable license in the Software, to use the Software exclusively for the Intended Use on the Agents and at the Authorized Site and to use the Documentation solely in connection with Licensee’s use of the Software (the “License”).
2.2 License Restrictions
Except as specifically granted in this Agreement, Licensor owns and retains all right, title, and interest in the Software, Documentation, and any and all related materials. This Agreement does not transfer ownership rights of any description in the Software, Documentation, or any related materials to Licensee or any third party. Licensee shall install and render the Software operational only on the Agent at the Authorized Site. Licensee shall not reproduce, modify, reverse engineer, or decompile the Software, or create derivative works based on the Software. Licensee shall not distribute the Software to any persons or entities other than Licensee’s employees, technicians, consultants, or contractors. Licensee may not sell the Software to any person or make any other commercial use of the software. Licensee shall take all necessary steps to protect Licensor’s intellectual property rights.
- Payment of License Fees
In consideration for the License granted to Licensee under this Agreement the Licensee shall pay Licensor the License Fee. Licensee agrees to execute Licensor’s credit card authorization, maintain a valid credit card with Licensor and be billed the License Fee via automatic recurring credit card payment.
- Licensor’s Obligations
4.1 Deliverables
Upon execution of this Agreement, Licensor shall deliver the Software to Licensee in a format appropriate for the Agents at the Authorized Site together with the Documentation.
4.2 Support and Maintenance
Licensor shall provide Licensee with technical support in connection with Licensee’s use of the Software so long as this Agreement remains in effect. Licensor shall provide Licensee with all modifications, bug fixes, and updates for the Software as part of this support and maintenance obligation.
- Terms and Termination
5.1 Term
This Agreement, and the License granted under this Agreement, becomes effective immediately. Unless sooner terminated as set forth in Sections 5.2 and 5.3, below, the Agreement shall continue in effect until the expiration of Licensor’s rights in the Software.
5.2 Termination for Convenience
Licensee may terminate the Agreement at any time and from time to time by sending an email message to support@techidmanager.com. In doing so, your subscription will end on the last day of your billing period. We do not offer prorated credits if you cancel your service before the end of your billing period.
5.3 Termination for Cause
Either party, as applicable, shall have the right, in addition, and without prejudice to any other rights or remedies, to terminate this Agreement as follows:
(a) By Licensor, upon thirty (30) days’ written notice, if Licensee fails to pay the amounts due to Licensor pursuant to this Agreement;
(b) By Licensor, upon thirty (30) days’ written notice, if there is a change in control of Licensee, whether by sale of assets, stock, or otherwise;
(c) By either party for any material breach of this Agreement, other than failure to make payments under Section 3, that is not cured within seven (7) days of receipt by the party in default of a notice specifying the breach and requiring its cure; or
(d) By either party, immediately upon written notice, if (1) all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver, or to a trustee in bankruptcy, (2) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within thirty (30) days, or (3) the other party is adjudged bankrupt.
5.4 Rights on Termination
Licensor has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin the unlawful or unauthorized use of Software or Documentation. On termination, (a) all rights granted to Licensee under this Agreement cease and Licensee will promptly cease all use of the Software and Documentation and (b) Licensee will promptly return all copies of the Software to Licensor or destroy all of Licensee’s copies of the Software and so certify to Licensor in writing within fourteen (14) days of termination. Sections 2.1, 6, 7, and 8 will survive termination or expiration of this Agreement as will any cause of action or claim of either party, whether in law or in equity, arising out of any breach or default.
- Warranties, Disclaimer and Limitations
6.1 Warranties
Licensor hereby warrants to Licensee that Licensor is the owner of the Software and the Documentation or has the right to grant to Licensee the License to use the Software and Documentation in the manner and for the purposes set forth in this Agreement without violating any rights of a third party.
6.2 Disclaimer
THE WARRANTIES SET FORTH IN SECTION 6.1, ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OFMERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
6.3 Remedies on Breach of Warranty
In the event of any breach of the warranty set forth in Section 6.1, Licensee’s exclusive remedy shall be for Licensor to promptly replace defective Software media; if Licensor is unable to replace the media within seven (7) days of notification by Licensee of a defect, Licensee’s sole remedy is to terminate this Agreement.
6.4 Limitation of Liability
LICENSOR IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY LICENSEE OR ANY THIRD PARTY, INCLUDING CLIENTS OF LICENSEE, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF LICENSOR OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.
6.5 Limitations Period
No action arising out of or in connection with this Agreement or the transactions contemplated by the Agreement may be brought by either party against the other more than thirty (30) days after the action accrues.
- Indemnity
7.1 Infringement Indemnity
Licensor indemnifies, defends, and holds Licensee harmless from and against any claims, actions, or demands alleging that the Software infringes any patent, copyright, or other intellectual property right of a third party. If use of the Software is permanently enjoined for any reason, Licensor, at Licensor’s option, and in its sole discretion, may (a) modify the Software so as to avoid infringement; (b) procure the right for Licensee to continue to use the Software and Documentation; or (c) terminate this Agreement. Licensor shall have no obligation under this Section 7.1 for or with respect to claims, actions, or demands alleging infringement that arise as a result of (a) the combination of noninfringing items supplied by Licensor with any items not supplied by Licensor; (b) modification of the Software or Documentation by Licensee or by Licensor in compliance with Licensee’s designs, specifications, or instructions; (c) the direct or contributory infringement of any process patent by Licensee through the use of the Software; and (d) continued allegedly infringing activity by Licensee after Licensee has been notified of the possible infringement.
7.2 Other Indemnity
Licensee is responsible and indemnifies and holds Licensor harmless for any and all losses, liability, or damages arising out of, or incurred in connection with, Licensee’s use of the Software pursuant to this Agreement including any and all losses, liability, or damages incurred by Licensee’s clients.
7.3 Condition to Indemnification
Should any claim subject to indemnity be made against Licensor or Licensee, the party against whom the claim is made agrees to provide the other party with prompt written notice of the claim. Licensor will control the defense and settlement of any claim under Section 7.1 and Licensee will control the defense and settlement of any claim under Section 7.2. The indemnified party agrees to cooperate with the indemnifying party and provide reasonable assistance in the defense and settlement of such claim. The indemnifying party is not responsible for any costs incurred or compromise made by the indemnified party unless the indemnifying party has given prior written consent to the cost or compromise.
- Confidentiality
8.1 Confidentiality
Licensee acknowledges that the Software and Documentation, and all information relating to the business and operations of the Licensor that Licensee learns or has learned during or prior to the term of this Agreement, may be the valuable, confidential, and proprietary information of the Licensor. During the period this Agreement is in effect, and at all times afterwards, Licensee, and its employees, technicians, contractors, consultants, and agents, will (a) safeguard the confidential information with the same degree of care that it uses to protect its own confidential information; (b) maintain the confidentiality of this information; (c) not use the information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, or otherwise make available the information to any third party without the prior written consent of Licensor. In the event that Licensor shall receive any confidential and proprietary information of Licensee during or prior to the term of this Agreement, Licensor, and its employees, contractors, consultants, and agents shall have the same obligation to protect such information as apply to the Licensee as provided in the previous sentence.
8.2 Limitations on Confidentiality Restrictions
Section 8.1 does not apply to any information that (a) is already lawfully in the receiving party’s possession (unless received pursuant to a nondisclosure agreement); (b) is or becomes generally available to the public through no fault of the receiving party; (c) is disclosed to the receiving party by a third party who may transfer or disclose such information without restriction; (d) is required to be disclosed by the receiving party as a matter of law (provided that the receiving party will use all reasonable efforts to provide the disclosing party with prior notice of such disclosure and to obtain a protective order therefor); (e) is disclosed by the receiving party with the disclosing party’s approval; and (f) is independently developed by the receiving party without any use of confidential information. In all cases, the receiving party will use all reasonable efforts to give the disclosing party thirty (30) days’ prior written notice of any disclosure of information under this agreement. The parties will maintain the confidentiality of all confidential and proprietary information learned pursuant to this Agreement for a period of five (5) years from the date of termination of this Agreement.
8.3 Injunctive Relief for Breach
Licensor and Licensee acknowledge that any breach of Section 8.1 by a receiving party will irreparably harm the disclosing party. Accordingly, in the event of a breach, the disclosing party is entitled to promptly seek injunctive relief in addition to any other remedies that the disclosing party may have at law or in equity.
- Export Controls and Restricted Rights
9.1 Export Controls
The Software, the Documentation, and all underlying information or technology may not be exported or re-exported into any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. Licensee shall not export the Software or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. Licensee represents and warrants that it is not a national or resident of, or located in or under the control of, any country subject to such export controls.
9.2 Restricted Rights
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1) of the Commercial Computer Software – Restricted Rights clause at FAR 52.227-19, subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (d) of the Commercial Computer Software – Licensing at NASA FAR supplement 16-52.227-86, or their equivalent, as applicable.
- General
10.1 Assignment
Licensee may not assign, sublicense, or transfer Licensee’s rights or delegate its obligations under this Agreement without Licensor’s prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement.
10.2 Entire Agreement
This Agreement, along with the definitions incorporated by reference into this Agreement, constitutes the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the parties with respect to the subject matter contained in this Agreement.
10.3 Waiver
This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
10.4 Notices
Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when received, and shall be sufficient if given in writing, hand-delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail, return receipt requested (for all types of correspondence), postage prepaid, or sent by overnight courier service and addressed as follows:
To Licensor:
RUFFIAN SOFTWARE, INC.
Attn: MARTIN D. WHITE
201B W. BUTLER ROAD #1109
MAULDIN, SOUTH CAROLINA 29662
10.5 Publicity
Licensor may use your name, company name and company logo to identify you as a customer of the Software on the Licensor website and in Licensor’s marketing collateral.
10.6 Independent Contractor
Nothing in this Agreement shall be deemed to create an employer/employee, principal/agent, or joint venture relationship. Neither party shall have the authority to enter into any contracts on behalf of the other party.
10.7 Governing Law and Jurisdiction
This Agreement shall be governed by South Carolina law without consideration of conflict of laws principles. The state and federal courts of South Carolina have exclusive jurisdiction, and venue for mediation, litigation and all other proceedings, including arbitration, shall be located in Greenville County, South Carolina. The parties waive any objections they may now or in the future have to venue or convenience of forum.
10.8 Severability
In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.
10.9 Arbitration
In the event of any dispute between the parties arising out of this Agreement, the dispute shall be resolved by arbitration under the rules of the American Arbitration Association by an arbitrator agreed upon in writing by the parties. In the event the parties cannot agree upon the choice of an arbitrator, each party shall appoint one individual representative and the two-party representatives shall, between themselves, chose an arbitrator.
10.10 Attorney Fees
In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney fees and costs.
