exclusive software license agreement

An irrevocable software license means that, once it is granted, the license is permanent. ATLASSIAN DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS. The firm provides tailoredlegal solutionsto industries including software, technology, retail, real estate, consumer goods, ecommerce, telecommunications, restaurant, energy, media, and professional services. Software License Sample Clauses: 3k Samples | Law Insider Feedback means comments, questions, ideas, suggestions or other feedback relating to the Software, Support and Maintenance or Additional Services. Prepared by R.R. Donnelley Financial -- Software License Agreement, as 3.1. Orders may include purchases of Software licenses, Support and Maintenance, Additional Services, increased or upgraded Scope of Use or renewals. 22.3. PDF Exclusive Software Copyright License Agreement Lsu File _______ Technology Software License: Everything You Need to Know - Contract Lawyers In event of any conflict between the main body of this Agreement and either the Atlassian Policies or Product-Specific Terms, the Atlassian Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter. We may also make available developer licenses free of charge for certain of our Software offerings to allow you to deploy non-production instances, such as for staging or QA purposes. Withholding Taxes. PDF EXCLUSIVE START-UP LICENSE AGREEMENT BETWEEN LICENSEE NAME - CoMotion Most commercial software license agreements are non-exclusive, meaning that the licensor may grant . 21.1. 20. Get Atlassian work management products in one convenient package for enterprise teams. The Software includes code and libraries licensed to us by third parties, including open source software. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. The Atlassian Software License Agreement goes into effect on August 1, 2023, at 9 am PDT, and replaces the prior Atlassian Software License Agreement. Please read them. To view sample confidentiality agreements, material transfer agreements, or research collaboration agreements, please return to our Sample Agreements page. As part of our commitment to customer satisfaction, you may terminate your initial Order of the applicable Software under this Agreement, for no reason or any reason, by providing notice of termination and returning any applicable Software to Atlassian no later than thirty (30) days after the Order date for such Software. Asoftware license agreementis 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). The term Software includes Documentation unless otherwise specified. A note on global accessDevelopment of technologies borne from Harvard patent rights may lead to licensed products that could result in significant public health benefits in developing countries. Software. Reseller Orders. Atlassian will retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments that Atlassian provides in connection with any Additional Services (Atlassian Deliverables). Obviously, once the license expires, the licensee will no longer have the right to use the 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. Additional Services may be subject to additional policies and terms as specified by Atlassian, including the Enterprise Support and Services Policy. Survival. The terms Apps, Atlassian Apps, Third Party Apps, Vendor and Vendor Terms are defined in the Atlassian Marketplace Terms of Use, which is a separate agreement governing use of the Atlassian Marketplace. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ATLASSIANS MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE SOFTWARE WILL BE US$100. 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. 7.9. Confidentiality. 9. NEAR desires to license this software to licensee. The agreement could cover a tech application, a method of production, a geographical area, or production of a specific product. 6.2. Your registration information must be accurate, current and complete. 7.7. Software License Agreement Checklist The Software License Agreement - An Introduction. 13.1. Ordermeans Atlassians applicable ordering documentation or other purchase flow referencing this Agreement. Harvard also offers option agreements to companies that are considering licensing a Harvard technology. As may be further described in the Documentation, certain Software may be used as part of your support (or similar) resources related to your own products, e.g., use of Jira Service Managementas part of a helpdesk or use of Confluence to share your own documentation with your users. Click below for more detail on our flat fee services: Do you have question about Software License Agreements? 15.1. Read for tips on drafting software reseller agreements. For clarity, Atlassian Deliverables are not considered Software, and any Software (including any New Release) is not considered an Atlassian Deliverable. (c)If you are entitled to a refund under this Agreement, then unless otherwise specified by Atlassian, Atlassian will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to you. ). 2023 President and Fellows of Harvard College. Indemnification by You. If you enable or use third-party products or services (including Third Party Apps as referenced in Section 4.2 (Marketplace Apps)) with the Software, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and services with the Software. Independent Contractors. Software License Agreement Essentials | Klemchuk LLP So next time you are working on an exclusive software license, you may want to review this case, as how the exclusive license grant is . Use of Atlassian Developer Assets. 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. 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. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. You may choose to stop using the Software and terminate this Agreement (including all Orders) at any time for any reason upon written notice to Atlassian, but, unless you are exercising your right to terminate early pursuant to Section 7.3 (Return Policy), upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current License Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable. A brief overview of some of the legal tools that software owners can employ instead of, or in addition to, software patents. by Practical Law Intellectual Property & Technology. Your Order will specify the Software that you may use. Payment for the license rights is typically addressed in the software license agreement, except where the license is a one-time payment that is made prior to the grant of access (for example, when you buy a CD of a software program or video game off the shelf from a retailer). If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), thenyou means your entity and you are binding your entity to this Agreement. Exclusive vs. Non-Exclusive Licenses An exclusive licensing agreement gives a licensee the sole rights to use the intellectual property of the licensor during the length of the agreement between the parties. Exclusion of UN Convention and UCITA. 18.3. No-Charge Software: You must accept the modifications to continue using the No-Charge Software. Exclusive License Agreement: Everything You Need to Know - UpCounsel We may modify the terms and conditions of this Agreement (including Atlassian Policies) from time to time, with notice given to you by email, through the Software or through our website. In the event you terminate your initial Order under this Section 7.3, Atlassian may disable the license key that allowed the Software to operate and, at your request (which may be made through your account), Atlassian will refund you the amount paid under such Order. However, in some instances, some post-termination matters must be addressed. To give you a sense of how these licenses take shape, we are pleased to provide here a number of illustrative sample agreements. Atlassian will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by Atlassian. Support and Maintenance. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. Informal Resolution. We may identify you as an Atlassian customer in our promotional materials. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. An exclusive license agreement is a legal contract between two parties, granting one party (the licensor) the right to exclusively use an item of intellectual property for a specified period of time in exchange for compensation. You may not assign or transfer this Agreement without our prior written consent. Interpretation. Your use of No-Charge Software is subject to any additional terms that we specify and is only permitted during the License Term we designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (Receiving Party) by the disclosing party (Disclosing Party) constitute the confidential property of the Disclosing Party (Confidential Information), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Either party may terminate this Agreement (including all related Orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Subject to the terms and conditions of this Agreement, you may grant your own customers end users (Secondary Users) limited rights to use the Software solely so that they may view and interact with such resources. Some Software may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Yes, typically exclusive rights are granted for certain territories (example, US only), fields of use (example, for only the insurance industry), or media (example, print) so think of drafting them this way. Clauses to Look Out for in a Software License Agreement - LegalVision You are responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with your data, and for all fees incurred by Authorized Users (or from adding Authorized Users). If this Agreement is terminated by you in accordance with Section 13.2 (Termination for Cause), Atlassian will refund you any prepaid Software fees covering the remainder of the then-current License Term after the effective date of termination. Any increases to your Scope of Use will be subject to additional fees, as set forth in the applicable Order. This remedy is without prejudice to any other remedies available to Atlassian at law or equity or under this Agreement. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect. Term. Software means Atlassians commercially available downloadable software products (currently designated as Server or Data Center deployments), including mobile applications of such products. Excluded Claims. Software License Agreement Template | Free Download - PandaDoc 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. Sign up for Legal Insights blog here. In some situations, a software license agreement may be exclusive, which would prohibit the licensor from allowing anyone other than the licensee to use the software. 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. In some cases e.g., to address compliance with Laws, or as necessary for new features we may specify that such modifications become effective during your then-current License Term. 6.1. Upon any expiration or termination of this Agreement, your license to the Software terminates (even if the License Term is identified as perpetual or if no expiration date is specified in your Order) and you must cease using and delete (or at our request, return) all Software and Confidential Information or other materials of Atlassian in your possession, including on any third-party systems operated on your behalf.

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