Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Software License Sample Clauses: 3k Samples | Law Insider NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ATLASSIANS MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE SOFTWARE WILL BE US$100. Thus, the licensor would be permitted to grant licenses to people outside the scope of the exclusivity. License Certifications and Audits. The software license agreement should address whether the licensor is obligated to provide maintenance or upgrades to the software and, whether an additional fee is required for any such maintenance or upgrades. This Section 7.8 applies if you purchase the Software, Support and Maintenance or any Additional Services through anauthorized partner or reseller of Atlassian (Reseller). See our post Software Reseller Agreement Essentials for a discussion of terms to include in those agreements. 4.1. What is a software license? 5 Types of Software Licenses | Snyk A software license agreement is a legal agreement outlining the rights and responsibilities between the owner of software (the "licensor") and a person or business wanting the right to access or use the software (the "licensee"). Access to any Atlassian APIs, SDKs or other Atlassian developer assets is subject to the Atlassian Developer Terms and not this Agreement. Your registration information must be accurate, current and complete. Waivers; Modifications. Read for tips on drafting software reseller agreements. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Atlassian may enable interoperation of the Software with Third Party Apps as set forth in Section 4.1 (Third Party Products). Software License Agreement | Atlassian Injunctive Relief; Enforcement. Your purchase, and our provision, of Training is subject to our Training Terms and Policies, which is a separate agreement. The term 'exclusive' infers that the licensee will have the exclusive rights to use the creative work they are licensing. They apply to the software named above, which includes the media on which you received it, if any. Atlassian further represents and warrants that it will take reasonable commercial efforts to ensure that the Software, in the form and when provided to you, will be free of any viruses, malware, or other harmful code. 1. License Grant to Software. (d)Resellers are not authorized to modify this Agreement or make any promises or commitments on Atlassians behalf, and Atlassian is not bound by any obligations to you other than as set forth in this Agreement. Notwithstanding anything to the contrary in this Agreement, Atlassian has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Secondary Users. Exclusive License Agreement: Everything You Need to Know - UpCounsel GRANT OF LICENSE Subject to the terms and conditions of the Agreement, NEAR grants to Licensee a non-exclusive, non-transferable license to use the software identified in Exhibit A (the "Licensed EXCEPT FOR EXCLUDED CLAIMS, EACH PARTYS AND ITS SUPPLIERS AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. 3.8. This Atlassian Software License Agreement (the Agreement) is between you and the Atlassian entity that owns the Software that you are accessing or using listed here (Atlassian or we). (c)Training Not Covered. Subject to the foregoing, this Agreement will inure to the parties permitted successors and assigns. Software License Agreement Template - UpCounsel There are various exclusive rights that copyright owners have. Click below for more detail on our flat fee services: Do you have question about Software License Agreements? You are responsible for accessing your account to determine that we have received payment and your Order has been processed. Regardless of the length of the term, the software license agreement should address what happens when the term expires or is otherwise terminated. Support and Maintenance for Software includes access to New Releases, if and when available, and any references to Software in this Agreement include New Releases. However, in some instances, some post-termination matters must be addressed. Article authored by the intellectual property law firm of Klemchuk LLP. 18.4. ). Term. 8. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. The Software includes code and libraries licensed to us by third parties, including open source software. Most commercial software license agreements are non-exclusive, meaning that the licensor may grant others the right to use the software. Informal Resolution. Withholding Taxes. Additional Services may be subject to additional policies and terms as specified by Atlassian, including the Enterprise Support and Services Policy. We may provide notice to you via email or through your account. Authorized Users means the specific individuals whom you designate to use the applicable Software and for whom you have paid the required fees. At our request, you agree to provide a signed certification that you are using all Software pursuant to the terms of this Agreement, including the Scope of Use. Unique Features of an Exclusive Licensing Agreement 3. For many years, most software was sold this way. We may terminate your right to use No-Charge Software at any time and for any reason in our sole discretion, without liability to you. Get key provisions essential in a software license agreement. A license to Harvard-owned patent rights will be subject to terms and conditions similar to those set forth in the form agreements in the links below. You will defend, indemnify and hold harmless Atlassian from and against any loss, cost, liability or damage (including attorneys fees) arising from or relating to any claim brought against Atlassian (a) arising from or related to your breach of Section 2.3 (Secondary Users) or any claims or disputes brought by Secondary Users arising out of their use of the Software; (b) by a third party relating to Your Modifications (including but not limited to any representations or warranties you make about Your Modifications of the Software) or your breach of Section 3.5 (Your Modifications); (c) by a third party related to your Customer Materials, as defined in Section 6.2(b); or (d) by a third party relating to any non-Atlassian content or data used by you or your Secondary Users in connection with the Software. This Exclusive License Agreement (this "Agreement"), effective as of the date of last signature (the "Effective Date"), is made and entered into between the University of Washington, a public institution of . Modifications Generally. Whether the software license agreement is hand-signed or signed electronically (including being accepted as a click thru agreement), it contains important terms and conditions relating to the permissions granted to the user. This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding this Software. Effects of Termination. 22.8. This SOFTWARE LICENSE AGREEMENT is effective as of the execution date of last signature (Effective Date), . NOW THEREFORE, the parties hereto agree as follows: 1. Orders may include purchases of Software licenses, Support and Maintenance, Additional Services, increased or upgraded Scope of Use or renewals. Definitions. Atlassian may suspend or terminate your rights to use Software if Atlassian does not receive the corresponding payment from the Reseller. Financial terms, in particular, will be determined based on the technology being licensed, the business model of the licensee, and market standards in the industry in which the licensee is operating. You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Software as specified in the Documentation. 17. Obviously, once the license expires, the licensee will no longer have the right to use the software. Some Software may be subject to additional terms specific to that Software as set forth in the Product-Specific Terms. 13.4. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. By contrast, a non-transferable software license prohibits the licensee from transferring their license rights or sharing the software with others. 18.3. A brief overview of some of the legal tools that software owners can employ instead of, or in addition to, software patents. Software. If you are domiciled outside of Europe, the Middle East or Africa (a) these Terms will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of laws and (b) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in San Francisco, California, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in San Francisco, California, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. With end of support for our Server products fast approaching, create a winning plan for your Cloud migration with the Atlassian Migration Program. EXCLUSIVE SOFTWARE LICENSE AGREEMENT - Law Insider The firm focuses on serving mid-market companies seeking long-term, value-added relationships with a law firm. A software license agreement gives a licensee a non-exclusive, non-transferable right to use software. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1 (GENERAL WARRANTIES) AND 14.2 (VIRUS WARRANTY), ALL SOFTWARE, SUPPORT AND MAINTENANCE AND ANY ADDITIONAL SERVICES ARE PROVIDED AS IS, AND ATLASSIAN AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. 23. Payment. Atlassian Software License Agreement Effective starting: January 3, 2023 This Atlassian Software License Agreement (the "Agreement") is between you and the Atlassian entity that owns the Software that you are accessing or using listed here ( "Atlassian" or "we" ). Software License Agreement (Pro-Licensee, Short Form) 2.1. They can also be limited as to: A geographic region; The right to transfer and sublicense; To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; or (j) encourage or assist any third party to do any of the foregoing. This Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party. Scope of Use means your authorized scope of use for the Software as specified in the applicable Order, which may include: (a) number and type of Authorized Users, (b) numbers of licenses, copies or instances, or (c) entity, division, business unit, website, field of use or other restrictions or billable units. We will deliver the applicable license keys to youraccount no later than when we have received payment of the applicable fees. No-Charge Software. However, the more common model these days is a subscription-based system whereby the software license is granted for a specific term, and continuing access is subject to future additional payments. Exclusive Licensing Agreement | UpCounsel 2023 A checklist for software license agreements can help simplify the process of drafting and negotiating a software license agreement or preparing a software license agreement template. Your fees under this Agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. Unless you have selected the autorenewal option in your account, any renewals must be mutually agreed upon by the parties in writing. Secondary Users. Additional Services means Technical Account Manager (TAM) services, Support and Maintenance or other services related to the Software provided to you by Atlassian, as identified in an Order. A note on third-party proposed productsIn the case of an exclusive license granted in all or many fields, the licensee may initially be focused on a limited number of products or uses for the licensed technology. 3.4. Consequential Damages Waiver. This remedy is without prejudice to any other remedies available to Atlassian at law or equity or under this Agreement. Marketplace Apps. You understand that Atlassian may change this practice in the future in accordance with Section 21 (Changes to this Agreement).

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