MVP Systems Software, Inc. Software License and Use Agreement

IMPORTANT - READ CAREFULLY

By exercising your rights to make and use copies of the Software (as may be provided for below), or keeping a copy or download of the Software for over 30 days, you agree to be bound by the following terms and conditions of the MVP Systems Software, Inc. (hereinafter "MVP") Software License and Use Agreement (hereinafter, the “Agreement”), along with any separate fee agreements, between you (hereinafter “Customer”) and MVP. If you do not agree to the terms and conditions of this Agreement, you must destroy all copies of the Software, and/or delete the Software from your computer(s), as appropriate, within 30 days of first downloading or obtaining a copy of the Software.

The software, and any and all enhancements, modifications, and/or extensions thereto, including, but not limited to, one or more of the following: object code, dynamic link libraries (DLLs), static libraries, HTML files, XML source, demonstration programs, together with the accompanying documentation (collectively known as the "Software") is owned by MVP and is protected by U.S. copyright laws, international treaties, and other applicable laws. Therefore, Customer must treat the Software as copyrighted, proprietary material, and shall not use or copy the Software except as provided for in this Agreement. 

Customer agrees to the following terms based on either a software purchase or software subscription:

Software Purchase
In consideration of Customer's payment of each Software License Fee (stated elsewhere), MVP grants Customer a non-exclusive, non-transferable license to use the Software on the licensed computer(s) that is/are under Customer's sole control, except as set forth herein, and to distribute binary or object code versions of the Software in the manner and for the purposes set forth in this Agreement. Upon the signing or accepting of this agreement, Customer and MVP have entered into the following Maintenance Agreement: Customer agrees to pay a yearly maintenance fee on each yearly anniversary of the Agreement, of an amount agreed to by Customer and MVP, if Customer wants new releases, technical support, ability to continue to use and operate software, and upgrades. The minimum annual maintenance amount accepted by MVP shall be $4,000 annually. Failure to pay the maintenance fee prior to the yearly anniversary date of the Agreement can and will result in late fees being charged to Customer.  At the end of the first year and each year thereafter, the Maintenance Agreement shall automatically renew for successive one year terms unless thirty days written notice by certified mail is given by either party to the other in advance of the expiration of such one year term.

Software Subscription
In consideration of Customer's payment of each Software Subscription Fee (stated elsewhere), MVP grants Customer a non-exclusive, non-transferable license to use the Software on the licensed computer(s) that is/are under Customer's sole control, except as set forth herein, and to distribute binary or object code versions of the Software in the manner and for the purposes set forth in this Agreement. Upon the signing or accepting of this agreement, Customer and MVP have entered into the following Maintenance Agreement: Customer agrees to pay the yearly Software Subscription Fee (stated elsewhere) on each yearly anniversary of the Agreement, if Customer wants new releases, technical support, ability to continue to use and operate software, and upgrades. Failure to pay the subscription fee prior to the yearly anniversary date of the Agreement can and will result in late fees being charged to Customer.  At the end of the first year, the Maintenance Agreement shall automatically renew for successive one-year terms unless thirty days written notice by mail or email is given by either party to the other in advance of the expiration of such one year term.

Subject to the restrictions contained in this Agreement, Customer may use the Software only on the computer(s) for which Customer is licensed and solely for Customer's own internal use.

Customer MUST: 

a. Comply with and ensure that its End Users comply with US and other government export control regulations. Customer and its End Users hereby assure MVP that they will comply with those regulations whenever they export or re-export controlled products or technical data obtained from MVP or any product produced directly from the controlled technical data. 

b. Include the appropriate Government Restricted Rights legend specified below on all copies of the MVP Software and documentation in accordance with applicable FAR, DFAR and U.S. State Department list of State-sponsored terrorism regulations. 

c. Have all its employees and contractors who have access to the Software sign (or confirm they have signed) an employee, contractor or other agreement that obligates them to protect the Software as confidential.

Notwithstanding any provisions in this Agreement to the contrary, Customer may NOT: 

a. Distribute, sub-license, rent, lease, sell or grant any other rights in any manner in the Software, except as expressly provided in this Agreement; 

b. Use, copy, modify, merge or compile all or any portion of the object code of the Software, except as expressly provided in this Agreement; 

c. Translate, reverse engineer, de-compile or disassemble any part of the Software; 

d. Modify or adapt or create derivative works based on any part of the Program; or

e. Disclose any object code of the Software to any person or entity who is not an employee, or contractor of Customer subject to a contractual obligation to protect the Software. 

The Software is a valuable asset of MVP. Customer agrees to keep the Software in confidence subject to the provisions of this Agreement. Except as expressly provided in this Agreement, Customer may not transfer or assign the Software or Customer's rights under this Agreement without MVP's consent.  

Limited Warranty

MVP warrants that the Software will operate substantially in accordance with its user documentation. MVP does not otherwise warrant that the operation or execution of the Software will be uninterrupted or error free, or as to the accuracy or completeness of user documentation. 

This warranty does not apply to failure of the Software to operate in accordance with the user documentation that results from (i) improper use of the Software not substantially in accordance with the related documentation, (ii) other conditions external to the Software that occur following the delivery of the Software by MVP, and (iii) any modifications to the Software not made by MVP or its agents. 

In connection with any warranty claim, Customer will use its best efforts to provide MVP with sufficient information to allow reproduction of any reported issues. 

THE ABOVE WARRANTIES ARE CUSTOMER'S EXCLUSIVE WARRANTIES AND NO OTHER WARRANTIES SHALL APPLY. MVP SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. 

LIMITATION OF LIABILITY 

MVP'S LIABILITY FOR ANY CAUSE WHATSOEVER UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE SOFTWARE LICENSE FEE PAID TO MVP. IN NO EVENT WILL MVP BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, LOSS OF DATA OR USE, LOST PROFITS, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. Some jurisdictions do not allow exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

U.S. Government Restricted Rights

The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (C)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (C)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is MVP Systems Software, Inc.

Termination for Cause

MVP may terminate this Agreement for cause if Customer has not remedied the following defaults within thirty (30) days of its receipt of a written Notice to Cure from MVP, which Notice shall specify the nature of the default in question. The defaults are: 

a. Customer fails to meet any of its material obligations under this Agreement, including payment of any fees or royalties; or 

b. Customer becomes insolvent or makes a general assignment for the benefit of creditors, or a receiver or similar officer is appointed to take charge of all or part of Customer's assets and such matter is not resolved within 90 days thereof. 

If MVP terminates this Agreement for cause Customer will de-install all copies of the licensed Software within 30 days of the effective termination by MVP and acknowledge such in writing to MVP.

General Terms

Each party to this Agreement shall be and remain an independent contractor, nothing herein shall be deemed to constitute the parties as partners; and neither party shall have any authority to act, or attempt to act, or represent itself, directly or by implication, as an agent of the other or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the other, nor shall either be deemed the agent or employee of the other.

All rights and remedies, whether conferred by this Agreement or by any other instrument or by law shall be cumulative, and may be exercised singularly or concurrently. If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government or by the final determination of any court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions not held invalid. In the event a court of competent jurisdiction finds any of the provisions of this Agreement to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired but shall remain in full force and effect, unless such provision may be reduced in scope by the court to the extent it deems necessary to render the provision reasonable and enforceable, and the parties shall negotiate in good faith to achieve a new legally enforceable provision(s) that most closely approximates the original intent of the provision(s) declared unenforceable or illegal. Informational email messages of errors and similar events may be sent from time to time from MVP, or from product, or from customer. These messages are to be treated as confidential to MVP and not divulged to any third party. 

This Software is not to be downloaded or used in countries specified by the U.S. State Department's list of state-sponsored terrorism. 

This Agreement constitutes the entire agreement between the parties on the subject matter of this Agreement and supersedes any previous understandings, commitments or agreements, oral or written, pertaining to the subject matter of this Agreement. It may not be modified except by a writing signed by authorized representatives of both parties. If either party fails to enforce any term, failure to enforce on that occasion shall not prevent enforcement on any other occasion.

The laws of the state of Connecticut govern this Agreement, excluding its conflict of laws provisions.  Customer agrees to pay MVP’s reasonable attorneys fees and cost incurred in enforcing Customer’s obligations under this Software License Agreement.  
MVP Systems Software, Inc.
29 Mill Street
Unionville, CT 06085