RINGORANG® SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the “Agreement”) between Click to enter Licensor’s Name of Click to enter Licensor’s Address (“Licensor”) and Click to enter Licensee’s Name of Click to enter Licensee’s Address (“Licensee”) is entered into and effective as of the date last-signed below (the “Effective Date”).
The table below lists the person to contact on behalf of Licensee and the person to contact on behalf of Licensor with respect to the implementation of Licensee’s Ringorang® Program. In the event this contact information changes, the changing party will provide new information to the other party in writing (email accepted) without delay.
Contact Personnel of Licensor: Contact Personnel of Licensee:
Who is the point person for the Program? / Who is the point person for the Program?Name of Party
Contact Name
(First name, Last name)
Job title
Telephone
Fax
Mobile phone
Licensee has read and hereby agrees to the LICENSE TERMS AND CONDITIONS and all exhibits attached thereto (“LTC”) which are incorporated herein by this reference. Notwithstanding anything to the contrary herein, this Agreement and any amendment thereto are valid only upon signed acceptance by Ringorang Worldwide LLC (“Master Licensor”).
“Licensor”Click to enter Licensor’s Name
______
By: Click to enter Signer’s Name
Title: Click to enter Signer’s Title
Date: Click to enter Date / “Licensee”
Click to enter Licensee’s Name
______
By: Click to enter Signer’s Name
Title: Click to enter Signer’s Title
Date: Click to enter Date
LTC Ringorang
LICENSE TERMS AND CONDITIONS
1. Definitions.
(a) “Master Licensor” refers to Ringorang Worldwide LLC, which owns the Software as defined hereunder. No License as defined hereunder shall be valid without express written acceptance by Master Licensor.
(b) “Licensor” is the grantor of the License as defined hereunder and “Licensee” is the purchaser of the License. These parties must be defined in any Agreement which incorporates these License Terms and Conditions. The Licensor may or may not also be the Master Licensor.
(c) “Derivative Work” means a work that is based on one or more preexisting works, such as a revision, enhancement, modification, translation, abridgement, condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and that, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a preexisting work.
(d) “Software” is defined as the Ringorang® system and related tradename and trademarks, the ASK Content Development methodology, and other tools and documents that support the use of such system and methodology, of which Licensee is provided access according to Exhibit B: Tools and Requirements. Unless otherwise provided in this Agreement, all references to the Software include any Derivative Works provided by Licensor or authorized to be made by Licensee hereunder.
(e) “Program” means an implementation and deployment of the Software by Licensee which is subject to the terms and provisions of the Agreement. A Program has a single Dashboard and a single branded banner at the top of each distributed app.
(f) “Improvement” means any variation, refinement and/or improvement to the Software. Any Improvement shall be considered a Derivative Work.
(g) “New Release” means any new version of the Software, including any partial release such as a patch or service pack, that is created and released by Licensor.
(h) “Discipline” means the type of use made of the Software such as a program for a particular purpose such as workforce compliance training, customer education or event marketing.
(i) “Content” means the information, facts, figures, questions, answers, text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials that may be viewed on, accessed through, or contributed to the Software or Program.
(j) “Services” means all services, including, labor, consultation, development, customization, installation, training, maintenance and support, that Licensor is required to perform under this Agreement, including all exhibits.
(k) “Account Holders” means individuals who have opted in to the Licensee’s Program by creating a Ringorang account and joining the Program.
2. License Grant. Subject to the terms and conditions set forth herein, and in consideration of the performance by Licensee of all of its obligations under this Agreement and payment of the fees and payments, as defined in Exhibit C: Scope and Pricing, Licensor hereby grants to Licensee a limited, non-exclusive license to use the Software for Licensee’s Program(s) (the “License”).
3. Program Requirements. Licensor will provide Software tools, information, education, best-practices and requirements, as described in Exhibit B: Tools and Requirements.
4. Services Included in License. Services included are server and software hosting, server and software maintenance and basic online technical support.Service levels are provided in the attachedExhibit A: Service Level Agreements. Implementation services, if any, are described in Exhibit C: Scope and Pricing.
5. Compensation. Licensee shall pay Licensor pursuant to the terms of Exhibit C: Scope and Pricing.
6. Permitted Use of Intellectual Property by Licensor. At the request of Licensor, and at a required frequency no greater than once per calendar quarter, Licensee agrees to provide Licensor with copies of all marketing materials and marketing data related to Licensee’s Program. Some limited examples of such marketing materials are i) invitations sent to users to enroll in the Program, ii) a series of posts made to social media websites providing updates about the Program, and iii) an email sent to end users to announce award winners in the Program. Some limited examples of such data are i) reports from Google Analytics on website visits in response to enrollment invitations, ii) results from a survey administered to enrollees to define a baseline measurement of subject-matter awareness, and iii) results from a focus group where participants in the Program provide feedback on their experience with the Program. Further, Licensee hereby consents to Licensor using all data derived from Licensee’s Program in one or more case studies, white papers or other formats for marketing and business development purposes, provided that the names and private information of Licensee’s account holders and Users will not be used or shared except for internal purposes relating to the improvement of services, systems and product. In any event, Licensor shall not use Licensee’s name or brand in connection with such marketing materials, without Licensee’s prior written consent.
7. Permitted Use of Intellectual Property by Licensee.
(a) All names, logos and materials in relation to the Software may be used only as provided by Licensor. Any use of such names, logos or materials outside of the actual software or materials provided as part of the Software is restricted unless otherwise permitted by express written consent of the Licensor. Licensee is not permitted to revise, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software. Licensee may not create any derivative work of the Software without express written consent of Licensor. No changes to the Software may be made except by advance written consent of Licensor or Master Licensor. Notwithstanding anything to the contrary herein, Licensee may view, print, copy and fill out the documents provided as part of the Software. Such documents may only be shared on an as-needed basis and for internal purposes relating to the purchase, development, delivery and measuring of Licensee’s Program as provided in the License. All names, logos and materials in relation to Licensor or Software may be used only as expressly provided by Licensor and may not be used in any other manner without express written consent of Licensor.
(b) Trademark Guidelines. In its use of the trade names and trademarks relating to Licensor or Software (“Marks”), Licensee will comply with any reasonable trademark usage guidelines that Licensor may communicate to Licensee from time to time. Each use of the Marks will be accompanied by the appropriate trademark symbol (either “™” or “®”) and a legend specifying ownership of such Marks, and will be in accordance with the then-current trademark usage policies as provided from time to time by Licensee in writing to Licensee. If Licensee’s use of any of Marks, or if any material bearing such Marks, does not comply with the then-current trademark usage policies provided in writing by Licensor, Licensee will promptly remedy such deficiencies upon receipt of written notice of such deficiencies from Licensor. Other than the express licenses granted herein with respect to Marks, nothing herein will grant to Licensee any other right, title or interest in Marks. All goodwill resulting from Licensee’s use of Marks will inure solely to the benefit of the owner or owners of the Marks. Licensee will not, at any time during or after this Agreement, register, attempt to register, claim any interest in, contest the use of, or otherwise adversely affect the validity of any of the Marks (including, without limitation, any act or assistance to any act, which may infringe or lead to the infringement of any such Marks).
8. Rights Reserved; Proprietary Protection. For purposes of this Agreement, rights include all right, title, and interest in and to the Software and New Releases of the Software, all copies thereof, and all Improvements and other Derivative Works (including ownership of all patents, copyrights, trademarks and other intellectual property rights pertaining thereto), and all other related “Background Information,” including without limitation, all technical information, computer programs, software, algorithms, source code, object code, know-how, ideas, concepts, processes, procedures, designs, schematics, works of authorship, inventions, and discoveries – that are or may be patented, copyrighted, registered as a mask work, protected as a trade secret or otherwise protected as an Intellectual Property Right (the Software, New Releases, Improvements, Derivative Works and Background Information are collectively referred to herein as the “Rights.”). Licensee shall not have title or ownership of the Rights, but shall have only the limited rights with respect to the Rights expressly granted hereunder. Licensee shall enter into an agreement with any of its employees, agents, and subcontractors hired by Licensee to work on the Software under this Agreement which obligates each employee, agent, and subcontractor to assign all rights in the work and deliverables to Licensee in order to enable Licensee to provide these rights to Licensor as set forth in this Agreement.
9. Limitations on Use.
(a) Licensee may not use, copy, modify, or distribute the Software (electronically or otherwise) or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized in this Agreement.
(b) Licensee agrees to use the Software only for Licensee’s own business. Only Licensee’s employees, contractors and consultants may use the Software and only so long as such use is in compliance with the terms of the Agreement. Except as otherwise expressly permitted hereunder, Licensee shall not permit any affiliated entities or third parties to use the Software. Under no circumstances shall Licensee sell, license, publish, display, distribute, or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without Licensor’s prior written consent.
(c) Licensee agrees not to change any copyright, trademark, and other proprietary notices of Licensor in any copy of the Software as they appear in the versions provided to Licensee by Licensor.
(d) Licensee or, as applicable, Licensee’s third party licensors, own and retain ownership of all information, including Content, that they provide to Licensor or use in a Program, and Licensor shall use such information solely for the performance of Services under the Agreement, except where any such information may be lawfully acquired by Licensor outside of the Program.
10. Data. Licensee acknowledges that software is subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media, that may give rise to loss or damage. Licensor shall not be liable for any such errors, omissions, delays, or losses. Licensee is responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. Licensee is also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data. As used herein, “data” shall be deemed to include, without limitation, all Content.
11. Warranties and Obligations.
(a) Title Warranty. Licensor warrants that it has the ability to deliver good title, or as applicable, sufficient license rights to the Software, has the right to sell the Software, and will deliver it free and clear of any liens or other encumbrances.
(b) Services Warranties. Services performed by Licensor shall (i) be performed and completed in a thorough, workmanlike manner; (ii) meet the requirements of the Agreement, including any specifications; and (iii) be of the standard and quality generally recognized and accepted within its industry or profession. Licensor acknowledges that Licensee has provided Licensor with all information that Licensor has deemed necessary to perform the Services.
(c) For Software service level agreements and obligations, see attached Exhibit A: Software Service Level Agreements.
(d) Period. The warranties and obligations in the subparts of Section 11 above shall apply during Licensor’s performance of the Services and use of Software. All warranties and obligations shall survive inspection, acceptance and payment.
(e) Corrective Action. In the event of a breach of warranty, Licensee shall notify Licensor as set forth in Section 11(f), and, in order to correct the breach of warranty, Licensor shall, as part of the Services, promptly take all necessary corrective actions, which corrective actions shall be subject to Licensee’s prior written approval; and such approval shall not be unreasonably withheld. Licensee agrees to make best efforts in enabling Licensor to take any such corrective actions efficiently and completely. In addition, as needed and at Licensee’s reasonable request, Licensor shall actively participate with Licensee at the Licensee’s site to determine the cause of the breach of warranty. Licensor’s actions shall include any necessary adjustments, modifications, change of design, removal, repair, replacement, or installation, and Licensor shall provide all necessary parts, materials, tools, equipment, transportation and labor to correct the breach and provide Licensee with a result substantially and reasonably in conformance with the result originally contemplated in the Agreement. For specific service level agreements on the Software, see Exhibit A: Software Service Level Agreements.