EASY RFID PRO SUBSCRIPTION-BASED SOFTWARE LICENSING AGREEMENT
This Subscription-Based Software Licensing Agreement (“Agreement”) is entered into between Easy RFID Pro, a S Corporation (“Licensor”), and the subscribing individual or entity (“Subscriber”), collectively referred to as the “Parties.”
1.1. “Software” refers to the Easy RFID Pro software application, including any updates or modifications, provided by Licensor under this Agreement.
1.2. “Subscription Period” refers to the duration for which Subscriber has licensed the Software, as specified in Section 2 of this Agreement.
2. SUBSCRIPTION PERIOD
2.1. The Subscription Period shall commence on the Effective Date and shall continue for the duration selected by the Subscriber during the subscription process (“Initial Subscription Period”).
2.2. Upon expiration of the Initial Subscription Period, this Agreement shall automatically renew for successive subscription periods equal to the Initial Subscription Period unless either Party provides written notice of non-renewal at least 30 days prior to the end of the then-current Subscription Period.
3. GRANT OF LICENSE
3.1. Licensor hereby grants Subscriber a non-exclusive, non-transferable license to use the Software during the Subscription Period solely for Subscriber’s internal business purposes.
3.2. Subscriber may install and use the Software on one or more devices, as specified in the subscription plan chosen by Subscriber.
4.1. Subscriber shall pay Licensor the subscription fees as specified in the chosen subscription plan. Payment shall be made in accordance with the terms set forth in the subscription order.
4.2. In the event of any payment delinquency, Licensor may, at its sole discretion, suspend or terminate Subscriber’s access to the Software until payment is received.
5. OWNERSHIP AND INTELLECTUAL PROPERTY
5.1. Subscriber acknowledges that Licensor owns all rights, title, and interest in and to the Software, including any intellectual property rights.
5.2. This Agreement does not grant Subscriber any rights or licenses to use the Software or Licensor’s intellectual property other than as expressly provided herein.
6. SUPPORT AND MAINTENANCE
6.1. During the Subscription Period, Licensor shall provide reasonable support and maintenance for the Software as specified in the chosen subscription plan.
7.1. Both Parties agree to keep all confidential information received from the other Party confidential and not disclose such information to any third party without the disclosing Party’s prior written consent.
8. LIMITATION OF LIABILITY
8.1. In no event shall Licensor be liable to Subscriber for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement or the use of the Software.
9.1. Licensor may terminate this Agreement immediately if Subscriber breaches any material term of this Agreement.
9.2. Upon termination, Subscriber shall immediately cease using the Software and delete or destroy all copies of the Software in its possession.
10. GOVERNING LAW
10.1. This Agreement shall be governed by and construed in accordance with the laws of NEW YORK, without regard to its conflict of laws principles.
11. ENTIRE AGREEMENT
11.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations.