Software License Agreement

SOFTWARE LICENSE AGREEMENT

By installing, accessing, or using the software provided by Dicabi Solutions, LLC, you agree to be bound by the terms and conditions outlined in this Software Licensing Agreement (“Agreement”). This Agreement governs your right to access, use, and operate the licensed software, including any associated documentation, updates, or enhancements. Use of the software constitutes acceptance of these terms.

The terms of this agreement are as follows:

All confidential and proprietary information disclosed by one party to the other will be marked clearly as such. Both parties agree not to use such information for any purpose other than to fulfill this agreement. Each party will not disclose the information to any third party and only disclose it to its employees or affiliates who have a need to know and agree to uphold the confidentiality of it. Each party agrees to protect the confidentiality of and undertake any reasonable actions to prevent unauthorized use or disclosure of the confidential information to stop it becoming public knowledge or available to any parties not legally bound to uphold its confidentiality, provided that such party’s obligations never exceed the reasonable level of care used to protect its own similarly important confidential information.

 

  1. DEFINITIONS.

(a) "Software" means the software applications provided to the licensee by the licensor as part of its Services.

(b) "Services" means Subscription services provided by the licensor to the licensee under this Agreement.

(c) "Install" means to set up software or an application on a device or system so it is ready for use.

(d) “Authorized Users” means Users that are authorized by the licensee, like independent contractors, agents, or employees to use the services.

(e) “User Subscription” means the subscription purchased by the licensee under this agreement and gives them and their authorized users access to the services.

(f) “Customer Data” means data inputted by the licensee, licensor, and authorized users. The licensor may input data on behalf of the licensee for the purpose of using the Services or to facilitate the licensee’s use of Services.

(g) “Normal Business Hours” For the purpose of this Agreement, “Normal Business Hours” means 8:00 am to 4:30 pm Eastern time, Mondays through Fridays except holidays.

(h) “Virus” means anything (including software, file, code, or program) that could affect, impair, or  prevent portions of the operations of Services.

 

  1. USER SUBSCRIPTION TERMS. The Licensor grants to the Licensee a non-transferable, non-exclusive right to permit the Authorized Users to use the Services during the Subscription Terms solely for internal business operations and for no other purpose.

In regards to the Licensee’s Authorized Users, the Licensee agrees to:

  1. Not exceed the maximum amount of Authorized Users based on the number of User Subscriptions purchased;
  2. Not use more than one Authorized User per User Subscription;
  3. Not transmit or distribute any Viruses, or anything that could be considered harmful, threatening, offensive, harassing, obscene, illegal, sexually explicit, violent, discriminatory, or a direct encouragement to hurt a person or a person’s property.

Due to this clause, the Licensor reserves the right to remove and/or disable the Licensee’s access to any material if the Licensee willingly breaks or desires to break said clause.

Additional user subscriptions terms - During the Subscription Term, the Licensee may purchase additional User Subscriptions in excess as indicated in "Fees and service term. " To do so, the Licensee will:

  1. Request the additional amount of User Subscriptions in writing to the Licensor.
  2. If the Licensor agrees, the Licensee will pay the additional User Subscriptions based on the amount outlined in "Fees and service term.”

 

  1. SUBSCRIPTION TERM. The initial subscription term will begin on effective date of the agreement for a period of 12 months. Subscriptions will be automatically renewed unless the Licensee notifies the Licensor 60 days prior to subscription end date.

 

  1. SUBSCRIPTION FEE. Licensee agrees to pay Licensor subscription fees based on quote provided. Licensee may purchase additional User Subscriptions at the rate per month quoted to the Licensee. The Licensor shall provide invoices for the charges to the Licensee from time to time during the term. The Licensee will pay the said Payments or Charges to the Licensor within 15 days of the invoice. If the Licensee does not pay any amount of the charge due to the Licensor under this Agreement, the Licensor may charge interest at the rate of 2% per month until the Licensee pays off their debts.

 

  1. LICENSEE DATA. The Licensee affirms to the Licensor that the Licensee Data will not violate the intellectual property rights or any other legal rights and will not break the provisions of any law, regulation, or statute in any jurisdiction under applicable laws. The Licensor is not responsible for any lost data the Licensee incurs due to misuse, nor are they responsible for lost data incurred from a blackout or Virus.

 

  1. SUPPORT SERVICES. The Licensor shall make available a help desk to the Licensee during Normal Business Hours. The Licensor agrees to provide support Services with equitable skill and care. The Licensee may use the help desk to request or receive Support Services, and the Licensor shall respond promptly. The Licensor may suspend Support Services if any amount due to be paid by the Licensee to the Licensor is late by at least 30 days. "Support services shall be provided in accordance with the terms of this Agreement and as further described on the Licensor’s official website at www.dicabi.com."

 

  1. PROPRIETARY RIGHTS. No term in this Agreement allows the transfer or assignment of any intellectual property rights from the Licensor to the Licensee or from the Licensee to the Licensor. The Licensor owns 100% of the Services included in this Agreement.

 

  1. TERMS AND TERMINATION. Either Party can terminate this Agreement by giving the other Party at least 30 days of written notice. If any Party breaches the contract terms, any Party can terminate the Agreement immediately. If either Party is dissolved, ceases conduct of all of its business, is unable to pay its debts, or becomes insolvent, the Agreement will be terminated

 

  1. WARRANTY LIMITATIONS. THE SOFTWARE IS PROVIDED "AS IS." LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

 

  1. REMEDY LIMITATIONS. Licensor's entire liability and Licensor's sole and exclusive remedy for breach of the foregoing warranty shall be Licensor's option to either:

 

  1. return to Licensee the license fee for the period in which the Software did not perform according to this warranty, or
  2. repair the defects of the Software.

 

  1. DAMAGE LIMITATIONS. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND LICENSOR'S LIABILITY TO LICENSEE FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL BE LIMITED TO THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE AS COMPENSATION FOR THE SOFTWARE DURING THE 0 MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE.

 

  1. CONFIDENTIALITY. Licensee will treat the Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.

 

  1. ARBITRATION. The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location: North Carolina. Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

 

  1. ATTORNEY FEES. If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.

 

  1. GENERAL PROVISIONS.

 

  (a) Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.

 

  (b) Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule or attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.

 

  (c) Applicable law: This License will be governed by the laws of the State of North Carolina.

 

  (d) Notices: All notices related to this License must be provided in writing. Notices may be delivered by email, personal delivery, or any other reliable method. A notice will be considered received when it is successfully delivered to the intended party. Either party may update their contact information by providing written notice.

 
  (e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

 

  1. ASSIGNMENT. The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent. Licensor may impose a reasonable license fee on any such assignment.