Contents
This agreement is between Rite Software Solutions and Services, LLC, a Texas limited liability company (Rite Software), and the Customer and its Affiliates (defined below) agreeing to these terms (Customer), and is effective as of the date of the last signature below. The Rite Software software, modification, enhancements, technical documentation, license keys provided to Customer, workflow processes, user interface, designs, and other technologies provided by Rite Software as part of the Software (Software) are licensed and are not sold.
1.Scope
This agreement describes the licensing of the Software and Support provided to Customer under an order.
2. License.
a. License Grant. Subject to the other terms of this agreement, Rite Software grants Customer, under an order, for the duration specified in the order, a term-based, non-exclusive, non-transferable license up to the license capacity purchased to use the Software only in Customer’s internal business operations.
In addition, Customer may use a reasonable number of instances for non-production use in development or test environments.
b. Third Party Services. The Software may display, include, or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services. Rite Software is not responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect. Customer must comply with applicable Third-Party Service terms when using the Software. Third-Party Services means any services or content (including data, information, applications, and other products services) provided by a third-party that may be displayed, included or made available by the Application.
3. Affiliates and Contractors.
Customer may allow its Affiliates and contractors to use the Software, provided Customer is responsible for the compliance with the terms of this agreement, and use by its Affiliates and contractors is solely for Customer’s or Affiliate’s benefit. Affiliate means any company controlled by or under common control with the subject entity, directly or indirectly, with an ownership interest of at least 50%.
4. Warranty, Remedy,and Disclaimer.
a. Software Warranty. For new license purchases, Rite Software warrants that the Software will perform in substantial accordance with its accompanying product documentation for a period of 90 days from the date of the order. This warranty will not apply to any problems caused by software not licensed to Customer by Rite Software, use other than in accordance with the technical documentation, or misuse of the Software. The warranty only covers problems reported to Rite Software during the warranty period or 30 days after. Customer will cooperate with Rite Software in resolving any warranty claim. RITE SOFTWARE WILL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY COVERED WARRANTY CLAIMS WITHIN A REASONABLE PERIOD OF TIME OR REPLACE THE SOFTWARE, OR IF RITE SOFTWARE CANNOT DO SO, IT WILL REFUND TO CUSTOMER THE LICENSE FEE PAID. THIS REMEDY IS CUSTOMER’S EXCLUSIVE REMEDY AND RITE SOFTWARE’S SOLE LIABILITY FOR THESE WARRANTY CLAIMS.
b. Disclaimer. RITE SOFTWARE DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS THAT THE SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
5. Payment.
Customer must pay all fees as specified on the order, but if not specified, then within 30 days of receipt of an invoice. The fees are exclusive of sales, use, withholding, VAT and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner for the time being prescribed by law. If Rite Software has the legal obligation to pay or collect taxes for which Customer is responsible under this section, Rite Software will invoice Customer and Customer will pay that amount unless Customer provides Rite Software with a valid tax exemption certificate authorized by the appropriate taxing authority. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
6. Mutual Confidentiality.
a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Rite Software’s Confidential Information includes, without limitation, the Software, its user interface design and layout, and pricing information.
b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this agreement.
c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
7. Property
a. Reservation of Rights. The Software is the proprietary property of Rite Software and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Rite Software and its licensors. The Software is protected by applicable copyright and other intellectual property laws. Customer may not remove any product identification, copyright, trademark, or other notice from the Software. Rite Software reserves all rights unless expressly granted in this agreement.
b. Restrictions. Customer may not: (i) transfer, assign, sublicense, rent the Software, create derivative works of the Software, or use it in any type of service-provider environment; (ii) reverse engineer, decompile, disassemble, or translate the Software; (iii) evaluate the Software for the purpose of competing with Rite Software; or (iv) operate the Software other than in accordance with its technical documentation.
8. Terms and Termination.
a. Term. This agreement expires at the end of the license period specified in the accompanying order.
b. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
c. Return Rite Software Property Upon Termination. Upon termination of this agreement or a license for any reason, Customer must discontinue using the Software, de-install, and destroy or return the Software and all copies within 5 days. Upon Rite Software’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
9. Liability Limit.
a. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, RITE SOFTWARE IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.
b. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR RITE SOFTWARE’S INDEMNITY OBLIGATIONS, RITE SOFTWARE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
10. Support.
Rite Software’s technical support and maintenance services (Support) is included with the license purchase. Support is provided under the Support policies then in effect. Rite Software may change its Support terms, but Support will not materially degrade during any Support term. More details on Support are located at __________.
11. Indemnification for Third-Party Claims.
Rite Software will defend or settle any third-party claim against Customer to the extent that such claim alleges that the Software infringes a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies Rite Software of the claim in writing, cooperates with Rite Software in the defense, and allows Rite Software to solely control the defense or settlement of the claim. Costs. Rite Software will indemnify and hold harmless Customer from any infringement claim defense costs it incurs in defending Customer under this indemnity, Rite Software-negotiated settlement amounts agreed by Rite Software, and court-awarded damages. Process. If such a claim appears likely, then Rite Software may modify the Software, procure the necessary rights, or replace it with the functional equivalent. If Rite Software determines that none of these are reasonably available, then Rite Software may terminate the Software and refund any prepaid and unused term license fees. Exclusions. Rite Software has no obligation for any claim arising from: Rite Software’s compliance with Customer’s specifications; a combination of the Software with other technology or aspects where the infringement would not occur but for the combination; or technology or aspects not provided by Rite Software. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND RITE SOFTWARE’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.
12. Governing Law and Forum.
This agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Harris County, Texas, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
13. Other Terms.
| ____________________ (Customer) | Rite Software Solutions and Services, LLC (Rite Software) |
| Signature: | Signature: |
| Printed Name: | Printed Name: |
| Title: | Title: |
| Date: | Date: |
| Address: | Address: 13254 Forkland Drive Houston, TX 77077 |
| Phone Support | M-F, 9 am to 5 pm CST (except US Federal Holidays) |
| Support Phone | (281) 203- 3055 |
| Support Email | rsproducts@rite.digital |
| Case Logging | Software maintenance, which includes maintenance releases, enhancements, new versions, additions, and modifications to the Software, that it provides to all other customers under support for no additional fee. Bug fixes to bring the Software into substantial conformance with its then-current user guide. Response time in accordance with the chart below: Resolution Process for Issues of Severity Levels 1 and 2: (1) Trouble Ticket opened. (2) Assign engineer to determine and correct the error. (3) Periodic reports on the status of the correction. (4) Initiate work to correct the error. |
| SEVERITY | DEFINITION | RESPONSE GOAL | DETAILS |
| Severity 1 | Software substantially fails to perform. | 1 hour | (1) Trouble Ticket opened. (2) Assign engineer to determine and correct the error. (3) Periodic reports on the status of the correction. (4) Initiate work to correct the error. |
| Severity 2 | Substantial degradation in performance of the Software. | 2 hours | (1) Trouble Ticket opened. (2) Assign engineer to determine and correct the error. (3) Periodic reports on the status of the correction. (4) Initiate work to correct the error. |
| Severity 3 | Minimal-to-no impact on the availability or performance of the Software. | 3 days | Commercially reasonable efforts to include in next major release. |
- misuse, improper use, or damage to the Software;
- adaptations, translations, or derivative works by the Client;
- use with unauthorized equipment or software;
- breach of this Agreement;
- third-party maintenance; or
- user error.