Software License Agreement
This License Agreement (this “Agreement”) is between Hyphenated Enterprises, LLC (“Licensor”) and the user (“You” or “Licensee”) who is being licensed to use this software template for developing Docker images (the “Software”).
License. Licensor hereby grants You a non-exclusive, non-sublicensable, and non-transferable, perpetual license for up to the number of seats actually purchased and paid for to use the Software solely for internal business purposes, which may include developing derivatives, improvements, or modifications for your internal use only and shall not extend to the resale of the Software or derivative works thereof.
Use Restrictions. You shall not use the Software for any purposes beyond the scope of the license granted in this Agreement and shall not allow access by more users than the number of seats purchased. You shall not at any time, except as otherwise provided herein, directly or indirectly: (i) rent, lease, lend, sell, sub-license, assign, distribute, publish, transfer, or otherwise make available the Software; or (ii) remove any proprietary notices from the Software.
Updates. For six months after the date of purchase, Licensor shall provide Licensee, at no additional charge, all bug fixes, or other error corrections to the Software, if any, each of which constitutes Software and is subject to the terms and conditions of this Agreement.
Intellectual Property Ownership. You acknowledge that Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation. You agree that any feedback or ideas you provide to Licensor regarding the Software or any suggested improvements thereto will be the exclusive property of Licensor. To the extent You own any rights in the feedback, You agree to assign and hereby do assign to Licensor all right, title and interest in and to the Feedback.
Warranties and Warranty Disclaimer.
a. Licensor warrants that at the time of delivery or download: (i) the Software will perform materially as described; and (ii) the Software does not contain any virus or other malicious code.
b. If any Software fails to comply with the warranty in Section 5(a), Licensor shall, at its sole option, either: (i) repair or replace the Software; or (ii) refund the Fees paid for such Software, subject to Licensee’s ceasing all use of and, if requested by Licensor, returning to Licensor all copies of the Software. The remedies set forth in this Section 5(b) are Licensee’s sole remedies and Licensor’s sole liability under the limited warranty set forth in Section 5(a).
c. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 5(a), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY DAMAGES WHATSOEVER ARRISING OUT OF THE USE OR MISUSE OF THE SOFTWARE.
Indemnification. You agree to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Your business operations or use of the Software.
Termination. Licensor has the right to terminate this Agreement and Licensee’s right to use this Software upon any material breach by Licensee.
Miscellaneous. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement. No waiver by Licensor of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by an authorized representative of Licensor. Neither party may assign or transfer any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party.
Choice of Law. This Agreement is governed by the laws of the Commonwealth of Massachusetts. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder must be instituted in a federal or state court located in Suffolk County of the Commonwealth of Massachusetts.