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THIS COMPUTER SOFTWARE LICENSE AGREEMENT (the “Agreement”) is entered into this {inputs.datetime}, by and between, Work Wizard Software Company, LLC (“Licensor”), a Missouri Limited Liability Company and {inputs.company_name}, a {inputs.entity_type} (“Licensee”). The Agreement shall be on the terms and conditions set forth on this covering sheet and in the licensing, form attached, which together shall constitute the entire agreement of the parties.
WHEREAS, Licensor owns Work Wizard, a software intended to assist in estimating facility maintenance and janitorial services across a diverse range of facility types (the “Software”); and
WHEREAS, Licensee wishes to be granted use of such software;
WHEREAS, for good and valuable consideration, the receipt of which is hereby acknowledged, Licensor is willing to license the Software to Licensee; and
WHEREAS, Licensee is willing to accept the Software under the terms and conditions set forth herein.
NOW, THEREFORE the parties agree as follows:
a. The Software consists of a graphical user interface intended to collect information through input by an individual manually operating a mouse, keyboard, touch screen, or similar device and display various information on a screen (the “Frontend”), as well as a collection of software code encompassing methods, processes, and datasets which analyze the information being entered and determine the information to be displayed (the “Backend”).
b. This Agreement grants Licensee a nonexclusive, nontransferable right to access to the Frontend only, and is not intended to grant access to Backend, either via direct access of the software code or the associated methods, processes, and datasets, or by the use of software which interacts directly with the Backend or interacts with the Frontend in a manner other than that intended by Licensor, as described above. This right of access, subject to the terms and conditions contained in this Agreement, shall hereinafter be referred to as the “License.”
c. Licensee hereby agrees to access the Frontend only in the manner consistent with the License acknowledges that attempts to access the Backend violates this Agreement and may result in economic damage to Licensor.
a. Time-Limited License. The License granted herein is intended to grant access for a limited period of time and does not entitle Licensee to use beyond such time, including but not limited to accessing any information previously entered by Licensee or reports previously generated by the Software and saved therein.
b. Initial License. The License granted herein shall commence on the later of {inputs.datetime} and the date on which payment of the amount described in Schedule A is received by Licensor, and shall continue for a period of [twelve (12) months], terminating at midnight UTC on the same day of the month first stated or referenced in this paragraph, provided however that if the month in which this license would otherwise terminate does not contain such day by nature of having fewer total days than the day on which the License commenced, this license shall terminate at midnight on the first day of the following month.
c. Early Termination. In the event that Licensee fails to make any payment described in Schedule A, Licensor may immediately terminate the License before the expiration of the term described above. Such termination shall not relieve Licensee of its obligation to make the missed payment, or any other additional payments required by this Agreement.
d. Automatic Renewal. Should Licensee make payment equal to the amount described in Schedule A prior to the expiration of the License term then in affect, and should Licensor accept such payment and fail to return it within five (5) business days, the License shall be renewed for an additional term under the same conditions as described herein. Provided, however, that this subsection does not apply if Licensor informs Licensee of its intent not to renew the License under the same terms prior to the expiration of the License term then in effect.
a. Limitation on Users. The Software may be accessed solely through the web based graphical Frontend hosted by Licensor, and access to the Frontend shall require the use of a unique username and password, which shall be assigned by Licensor to the specific individuals (“Licensed Users”) designated by Licensee. Each username may only be used by the specific individual to whom it is assigned, and the sharing or use by multiple individuals shall be a violation of this agreement.
b. Number of Users. This License entitles Licensee to access by up to {inputs.numeric_field} Licensed Users.
a. [Location of Users. This License shall entitle individuals to access the Software only from areas within the following geographical area(s): United States of America (the “Access Territory”). Licensee acknowledges that accessing the Software from an area outside of the Access Territory violates this Agreement and may result in economic damage to Licensor. Additionally, Licensor may utilize IP Adress-based location blocking to restrict access from outside of the Access Territory, and the use of technology intended to change or obscure the location of the individual user accessing the Software violates the terms of this Agreement.]
a. “TRADE SECRET” means the program structure, logic, data structures, design, processes, procedures, formulae, and algorithms contained in the ordered set of instructions which together constitute the Software that may be disclosed by either the Software or the Documentation. Trade Secret does not include information which is publicly known through no fault of Licensee or Licensee’s employees, contractors, or agents, nor does it include information which is lawfully received by Licensee from a third party not bound in a confidential relationship to LICENSOR, nor information disclosed by Licensor to a third party without obligation of confidentiality.
b. Licensee agrees not to disclose or use any Trade Secrets which are provided to Licensee in Licensee’s Software, technical manuals, or documentation except in accordance with the terms of this License. In addition, Licensee agrees not to seek to discover or to disclose any of Licensor’s Trade Secrets by disassembling, decompiling, or otherwise reverse engineering the Software.
a. Licensee agrees to take all reasonable steps to ensure that the Software shall not be accessed by anyone other than the Licensed Users granted access under this License, and to otherwise protect the Software from use by others contrary to the terms of this License.
b. Licensee agrees that the License contained herein shall inure for its exclusive benefit, and that while that access thereunder shall be granted to the Licensed Users it shall designate, it shall only designate individuals who are its employees, contractors, or agents, and that such individuals shall not be entitled to access the Software for any other purposes than for the business operations of the Licensee.
c. Licensee agrees to adopt policies and procedures to ensure that the Licensed Users given access under the terms of this License comply with its terms and agrees that any violation of the terms of this License by a Licensed User shall be deemed to be a violation by the Licensee, and that Licensee shall be responsible for any damages resulting from such violation.
d. Nothing in this section shall limit Licensee’s right to pursue against any Licensed User any other remedies or recovery of damages as may otherwise be available to Licensor under any proceeding of law or equity.
a. The License granted herein is nontransferable, and Licensee is NOT licensed to rent, lease, transfer, network, reproduce, display, or distribute this Software to any parties not specifically described in this Agreement. Licensee acknowledges that unauthorized access or copying of the Software may constitute a serious crime; such actions may also result in a suit for damages, injunctive relief, and attorney fees.
b. This License shall terminate immediately in the event of a sale or other transfer of Licensee’s business without the express written consent of Licensor. In addition, this License shall terminate immediately in the event of a sale or other transfer of stock, partnership, or other interests in Licensee, that results in Licensee’s original shareholders or their families owning, in the aggregate, less than fifty-one percent (51%) of the voting stock of the Licensee. Any required consents shall not be unreasonably withheld or delayed.
a. In addition to and without limiting any other remedies or recovery of damages as may otherwise be available to Licensor under any proceeding of law or equity, Licensor retains the right to revoke Licensee’s License and/or restrict access to specific Licensed Individuals should it know of or have reason to believe that there has been a breach of the terms of this Agreement by Licensee or such Licensed Individual.
a. While the Software created by Licensor is intended to generate comprehensive estimates for the labor and supplies required for facility maintenance and to aid in creating budgets for such tasks, it is intended for internal use, and not to provide bids directly to Licensee’s customers.
b. Licensor makes no warranty or guarantee that the estimates generated by the Software will match the labor and supplies actually required for such tasks, or that it will be free from any errors or omissions and does not make any guarantee that any bid or offer of services developed by Licensee with the assistance of the Software will be profitable for Licensee.
a. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without giving effect to any conflicts or choice of law provisions. Licensee acknowledges that by obtaining the rights and access granted in this Agreement, Licensee has transacted business in the State of Missouri. Licensee hereby voluntarily submits to, consents to, and waives any defense to the jurisdiction of courts located in the State of Missouri as to all matters relating to or arising from this Agreement.
b. Attorney Fees. If any action is brought by any party to this Agreement against the other party regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees, costs, and expenses of litigation. Licensee agrees to pay all costs of collection, including reasonable attorney’s fees and costs, of any amount owing under this Agreement which are not paid when due.
c. Severability. If any provision or provisions of the Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, unless it is reasonably assumed that the parties would not have entered into this Agreement without the invalid provisions.
d. Assignment/Delegation. Licensee may not assign their rights or delegate any of their duties to any agents or third parties. Any attempt to assign, transfer, or delegate any of the Licensee’s rights, duties, or obligations under this Agreement or enter into any sublicences without consent is void.
e. Waiver. The waiver by any part of, or the failure of any party to take action with respect to, any breach of any term, covenant, or condition contained in this Agreement shall not be deemed to be a waiver of such term, covenant, condition, or subsequent breach of the same, or any other term, covenant, or condition contained in this Agreement.
f. Entire Agreement; Inconsistency. This Agreement, including any amendments hereto, constitutes the entire agreement between Licensor and Licensee. This Agreement supersedes and replaces any contemporaneous or prior proposal, representation, agreement, or understanding between the parties regarding the License.
g. Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of Licensor and Licensee and is not intended to benefit any other third party, including any client of Licensee or any provider of third-party content, information, or resources. No third party may claim any right or benefit under or seek to enforce any of the terms and conditions of this Agreement.
h. Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, or any other form of association, for tax purposes or otherwise, between Licensor and Licensee.
Products & Pricing
Bidding Module Annual Subscription Prices:
Total Amount Paid: {payment.payment_total}
Licensor:
Company: Work Wizard Software Company, LLC
Name: Chris Wright
Address: 758 W. Juniper Lane, Litchfield Park, AZ 85340
Phone: 913-420-2818
Email: chris@workwizardsoftware.com
Signature: ______________________________
Licensee:
Company: {inputs.company_name}
Name: {inputs.names.first_name} {inputs.names.last_name}
Address: {inputs.address_field}
Phone: {inputs.phone_field}
Email: {inputs.email_field}
Signature: {inputs.signature}