Software Licence Agreement

This agreement is between NodaShell Technologies Ltd. ("NodaShell", "we", "us") and the organisation that licenses our software ("you"). You accept it by signing an Order that refers to it, or by installing or using the Software. If you accept on behalf of an organisation, you confirm you have the authority to bind it. If you do not agree, do not install or use the Software.

1. Definitions

• Software means the NodaShell products named in your Order, including the server components, web clients, handheld app, and any updates we provide.
• Order means the quote, order form or other written document agreed between us that sets out the Software, the licence limits, the term and the fees.
• Site means the physical location or locations named in your Order.
• Licence Key means the key or file we issue that activates the Software within the limits of your Order.
• Documentation means the guides we supply for the Software.
• Your Data means all data entered into, generated by, or processed by the Software in your environment.

2. Licence

For the term stated in your Order, and provided fees are paid, we grant you a non-exclusive, non-transferable licence to install and use the Software for your own internal business operations, at the Site and within the limits in your Order (for example, the number of core servers and concurrent connections).

You may make copies needed for backup, disaster recovery and testing. Your affiliates and contractors may use the Software on your behalf, within the same limits, and you remain responsible for what they do.

3. Licence Keys

The Software is activated by a Licence Key that reflects your Order. The key is checked on your own server; the Software does not need to contact us to run. The key enforces the limits and the term of your licence, and the Software will warn your administrators before a term ends. You must not bypass, alter or share Licence Keys.

4. Restrictions

Except where the law gives you a right that cannot be excluded, you must not:

• sell, rent, lease, sublicense or otherwise make the Software available to third parties;
• use the Software to provide a hosted or bureau service to others;
• reverse engineer, decompile or disassemble the Software, or try to obtain its source code;
• modify the Software, other than through the configuration tools it provides;
• use the Software beyond the limits in your Order;
• use the Software to build a competing product;
• remove or obscure any ownership or copyright notices.

Configuring flows, rules, roles and settings through the Software's own console is use of the Software, not modification of it, and the configurations you create are yours.

5. Your responsibilities

• The Software runs on infrastructure you control. You are responsible for that environment: servers, network, database, backups, operating system updates and physical security.
• You are responsible for your users, their credentials and the roles you assign them, and for activity carried out under their accounts.
• You are responsible for holding the rights you need to connect the Software to your ERP and other systems.
• You will use the Software in line with the law that applies to you.
• Tell us promptly if you become aware of unauthorised use of the Software.

6. Your Data

Your Data belongs to you and stays in your environment. The Software does not send Your Data to us. We see Your Data only if you choose to share it or give us access, for example while we help with a support request, and then we use it only for that purpose and keep it confidential.

7. Support and updates

While your support term is current, we provide support and updates as described in our Support & Maintenance Policy. Updates we provide are part of the Software and are covered by this agreement.

8. Fees

Fees, invoicing and payment terms are set out in your Order. Fees exclude taxes, which you pay where they apply. If an undisputed invoice remains unpaid 30 days after we have reminded you in writing, we may suspend support and decline to renew your Licence Key until it is paid.

9. Ownership and feedback

We and our licensors own the Software and the Documentation, including all intellectual property rights in them. You receive a licence to use the Software, not ownership of it. All rights not expressly granted are reserved.

If you send us suggestions or feedback, we may use them to improve our products without obligation to you. We will not identify you as the source without your permission.

10. Third-party components

The Software includes open-source and third-party components that are licensed under their own terms. Those terms apply to those components, and a list is available on request. Software you connect to, such as your ERP, database and device operating systems, is supplied by others under their own agreements and is not covered by this one.

11. Confidentiality

Each of us will keep the other's non-public business and technical information confidential, use it only to perform this agreement, and protect it with at least reasonable care. This does not apply to information that is public, already known, independently developed, or lawfully received from someone else. Either of us may disclose information where the law requires it, after giving notice where that is permitted.

12. Warranty

For 90 days from first delivery, we warrant that the Software will perform substantially as described in the Documentation when used as the Documentation directs. If it does not and you tell us within that period, we will correct or replace it. If we cannot do so within a reasonable time, you may end the licence and we will refund the licence fees you paid for the affected Software.

The warranty does not cover problems caused by your environment, by third-party systems, by changes not made by us, or by use outside the Documentation or your Order.

Other than as stated in this section, and to the extent the law allows, the Software is provided without any other warranties or conditions, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Software will be uninterrupted or free of errors.

13. Intellectual property claims

If a third party claims that the Software, used as this agreement allows, infringes its copyright, trade secret or Canadian or United States patent, we will defend you against the claim and pay any damages and costs finally awarded or agreed in settlement. You must tell us promptly, let us control the defence and settlement, and give us reasonable help.

If such a claim arises, we may modify the Software so it no longer infringes, obtain the right for you to keep using it, or, if neither is practical, end the licence and refund the unused portion of the fees you prepaid. We are not responsible for claims that arise from Your Data, from your configurations, from use with systems we did not supply where the Software alone would not infringe, or from use in breach of this agreement. This section is your only remedy for intellectual property claims.

14. Limits on liability

To the extent the law allows, neither of us is liable to the other for lost profits, lost revenue, loss of data, business interruption, or any indirect, special, incidental or consequential loss, however it arises.

To the extent the law allows, each party's total liability under this agreement is limited to the fees you paid for the Software in the 12 months before the event that gave rise to the claim.

These limits do not apply to our obligations under section 13, to your breach of sections 2 to 4, to amounts you owe us, or to any liability that cannot lawfully be limited.

15. Term and termination

This agreement runs for the term in your Order and any renewals. Either of us may end it by written notice if the other materially breaches it and does not fix the breach within 30 days of being told about it in writing.

When the agreement ends, your licence ends: stop using the Software and remove it from your systems. Your Data remains in your own database and remains yours. Sections that by their nature should continue, including ownership, confidentiality, limits on liability and governing law, continue after the agreement ends.

16. Export and sanctions

You will comply with the export control and sanctions laws that apply to your use of the Software, including those of Canada, and will not make the Software available to any person or in any place where that is prohibited.

17. General

• Governing law. This agreement is governed by the laws of British Columbia and the federal laws of Canada that apply there. The courts of British Columbia have jurisdiction, and either of us may seek urgent relief in any court to protect its confidential information or intellectual property.
• Entire agreement. This agreement and your Order are the whole agreement between us about the Software. If they conflict, the Order prevails. Terms printed on a purchase order do not apply unless we agree to them in writing.
• Changes. We may update this agreement from time to time. The version in effect when your Order was signed applies for that licence term; the current version applies on renewal.
• Assignment. Neither of us may transfer this agreement without the other's written consent, except to an affiliate or to a successor in a merger or sale of the business.
• Events outside our control. Neither of us is liable for delay or failure caused by events beyond its reasonable control, for as long as the event lasts.
• Notices. Formal notices must be in writing and sent to the contact details in the Order.
• Other. We are independent contractors. If part of this agreement cannot be enforced, the rest still applies. A delay in enforcing a right is not a waiver of it.

Contact

Questions about this agreement: email@nodashell.com