Sample OASIS Software License Agreement

This article provides a sample of our License Agreement for OASIS. Please contact Ingen Software for your final agreement at 501-843-6750 or sales@oasissalessoftware.com. Learn more about user licensing in OASIS.

OASIS SOFTWARE LICENSE AGREEMENT

THIS OASIS SOFTWARE LICENSE AGREEMENT (the "Agreement") dated 2/14/2023 (the "Effective Date") BETWEEN: [Company Name] (the "Client"), having principal offices at [Street], [City, State, Zip] AND Ingen Software, Inc (the "Vendor"), with its principal offices at 3022 Highway 367 South, Cabot, AR 72023.

BACKGROUND: The Vendor wishes to license software to the Client and the Client desires to purchase the software license and services under the terms and conditions stated below.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

1. SOFTWARE LICENSE

a. Under this Agreement the Vendor grants to the Client a non-exclusive license (the "License") to use the OASIS software (the "Software"). Client acknowledges that this License is not considered a sale of goods.

b. The Software includes the executable computer programs and any related library files and online documentation that may accompany the product.

c. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the software. This Agreement constitutes a license for the use only and is not in any way a transfer of ownership rights to the Software. Distribution rights remain with the Vendor and the Software shall not be resold by the Client.

d. This Agreement grants authorization to the Client to install the Software at any number of sites and any number of computers. Software access is managed via two forms of control:

i. Database License.

1. A database license is required for Client to utilize the Software. The Vendor does not own database software and has entered into agreements with third parties to re-sell database software under this Agreement. One database license is granted for each database the Client is authorized to operate. The number of databases authorized is noted in attached invoice (and future invoices) or the paid invoice for additional database licenses. If Client has not purchased a database software license from Vendor as part of this Agreement, then the Client must acquire database software licenses from another vendor.

2. The Client may increase the number of authorized database licenses with additional database license purchases. The number of database licenses can be decreased if the Client chooses to relinquish database licenses in writing to the Vendor.

3. Each Database that is licensed to Client will be assigned a Database ID.

ii. User License.

1. Software access is controlled by named user logins that are allocated to one individual person per License. Licenses cannot be shared or used by more than one individual user. The number of individually named users is delineated in attached invoice (and future invoices) and the paid invoice for any additional Licenses.

2. The Client controls the user logins that will have access to their database. The Client may create more user logins than the number of Licenses purchased, however, the number of users permitted to log into and use the Software is limited to the authorized license count in attached invoice and paid invoice for any additional Licenses.

3. Named users that have not logged into the Software for 14 consecutive days will no longer count toward the Client's used licenses. There is one temporary license that is good for 14 days the Client can invoke in the Software. This allows for a temporary increase for 14 days so that the Client can allow one user to expire or contact the Vendor for another License.

4. The Client may increase the number of authorized named users with the purchase of additional licenses. The number of named users can be decreased if the Client chooses to relinquish licenses in writing to the Vendor.

5. The Client may assign its License(s) to another party with Vendor's written consent. The assignee of the License(s) must agree to be bound by the terms of this Agreement.

6. The use of group named licenses that represent multiple persons is specifically prohibited.

e. Client shall be solely responsible for supplying the standard hardware requirements and for the installation of the Software used by Client.

f. The rights and obligations of this Agreement are rights and obligations of the Client, its employees, and authorized agents. The Client may authorize a third party to utilize one or more of its purchased licenses in furtherance of the Client's business use of the Software. The Client may not sell licenses purchased under this Agreement to a third party for that third party's business use.

g. The Software may not be modified, reverse-engineered or de-compiled in any manner through current or future available technologies. No license is granted hereunder to the OASIS Software source code.

2. FEES.

a. Fees for the Software License consist of the original one-time purchase price of each License plus an annual maintenance and support fee, both of which are listed in attached invoice (and future invoices). The Software and Database license cost is subject to adjustment annually to reflect changes in Vendor's costs. The annual maintenance and support fee begins 1 year after the original License purchase.

b. Client shall pay to Vendor any applicable sales, use, gross receipts, compensating taxes or similar taxes (excluding here from taxes based on the net income of Vendor) imposed on the grant of the license or Client's use of the Software as provided herein.

3. MAINTENANCE AND SUPPORT.

a. The Vendor will provide 1 year of phone and email support for the Software available 7am - 7pm Central Time, at no additional cost. This support will continue for as long as the Client remains current on Maintenance and Support payments, which begin after the first year.

b. The Vendor will provide Software maintenance upgrades and bug fixes for 1 year, at no additional cost. The upgrades and bug fixes will continue for as long as the Client remains current on Maintenance and Support payments, which begin after the first year.

4. CONFIDENTIALITY.

a. Neither Party will use the other Party's Confidential Information, except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. The parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

b. "Confidential Information" shall mean: (i) the source codes of and trade secrets contained in the OASIS Software; (ii) any materials or information marked as confidential (or described as confidential at the time of oral disclosure and summarized in writing and sent to the receiving party within thirty (30) days of disclosure, with the appropriate markings) at the time of disclosure, or any other materials that based on the events surrounding such disclosure are reasonably deemed to be confidential; and (iii) the terms of this Agreement.

c. "Confidential Information" does not include information that can be demonstrated by clear and convincing documentary evidence to have been (i) already known to the receiving party at the time it is disclosed and has not been obtained wrongfully, (ii) publicly known without fault of the receiving party, (iii) approved for release in writing by the disclosing party, (iv) independently created through no breach of this Agreement, (v) disclosed without restriction by the disclosing party to a third party, or (vi) disclosed pursuant to legal obligations beyond the control of the disclosing party provided that the disclosing party uses its best efforts to notify the non-disclosing party in advance of such required disclosure. Within fifteen (15) days after the recipient's receipt of the disclosing party's written request for the return of any portion or all Confidential Information, all the disclosing party's Confidential Information and all copies thereof in the recipient's possession or control must be returned to the disclosing party or destroyed by the recipient at the disclosing party's instruction. Upon request, the recipient shall certify in writing that it has done so.

5. INDEMNITY. Client agrees to defend, indemnify, and hold harmless Vendor from and against all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses, including reasonable attorneys' fees and litigation expenses, relating to or arising from any breach by Client of this Agreement.

6. LIMITATION OF LIABILITY

a. THE SOFTWARE IS PROVIDED BY THE VENDOR AND ACCEPTED BY THE CLIENT "AS IS". LIABILITY OF THE VENDOR WILL BE LIMITED TO A MAXIMUM OFTHE ORIGINAL ONE-TIME PURCHASE PRICE OF THE SOFTWARE LICENSEAS LISTED IN ATTACHED AND FUTURE INVOICES. NEITHER THE VENDOR, NOR ITS OWNERS, EMPLOYEES, OR AGENTS, WILL BE LIABLE FOR ANY GENERAL, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PRODUCTION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR ANY OTHER BUSINESS OR ECONOMIC DISADVANTAGE SUFFERED BY THE CLIENT ARISING OUT OF THE USE OR FAILURE TO USE THE SOFTWARE.

b. CLIENT EXPRESSLY ACKNOWLEDGES SUCH DISCLAIMER AND ACKNOWLEDGES THAT THE LICENSE TO USE THE SOFTWARE GRANTED TO CLIENT HEREUNDER IS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. CLIENT FURTHER ACKNOWLEDGES THAT IT HAS NOT IN ANY WAY RELIED UPON REPRESENTATIONS MADE TO IT BY THE VENDOR OR ANY OF ITS EMPLOYEES OR REPRESENTATIVES IN ENTERING INTO THIS AGREEMENT AND THAT CLIENT'S DETERMINATION AS TO THE USEFULNESS OF THE SOFTWARE WILL BE BASED SOLELY UPON CLIENT'S INSPECTION, TESTING AND USE.

c. THE VENDOR MAKES NO WARRANTY EXPRESSED OR IMPLIED REGARDING THE FITNESS OF THE SOFTWARE FOR A PARTICULAR PURPOSE OR THAT THIS SOFTWARE WILL BE SUITABLE OR APPROPRIATE FOR THE SPECIFIC REQUIREMENTS OF THE CLIENT.

d. THE VENDOR DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THE CLIENT ACCEPTS THAT SOFTWARE IN GENERAL IS PRONE TO BUGS AND FLAWS WITHIN AN ACCEPTABLE LEVEL AS DETERMINED IN THE INDUSTRY.

e. IF THE CLIENT REASONABLY BELIEVES ANY OF THE SOFTWARE IS NON- CONFORMING TO ITS SPECIFICATIONS, THE VENDOR MAY CHOOSE TO REMEDY THIS ISSUE BY ANY OF THE FOLLOWING: TO REPAIR OR REPLACE ANY OR ALL OF THE SOFTWARE, OR PROVIDE A REFUND OF THE ONE-TIME PURCHASE PRICE TO THE CLIENT.

7. WARRANTIES AND REPRESENTATIONS. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright, or applicable statute. The Vendor warrants and represents that it is an Arkansas corporation in good standing and has authority to execute this Agreement.

8. ACCEPTANCE. All terms, conditions and obligations of this Agreement will be deemed to be acceptable by the Client ("Acceptance") upon execution of this Agreement.

9. TERM. The term of this Agreement will begin on Acceptance and renews annually until canceled by either party.

10. TERMINATION

a. This Agreement will be terminated, and the License forfeited where either party has failed to comply with any of the terms of this Agreement or is in breach of this Agreement within thirty (30) days of receiving written notice from the other party detailing such breach.

b. Termination of this Agreement shall not affect obligations that are intended to survive such termination, such as Confidentiality and Limitations on Liability.

11. FORCE MAJEURE. Neither party shall be liable to the other party for any delay or failure to perform its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, hurricane, flood, fire, and war or any other unforeseen and uncontrollable event.

12. GOVERNING LAW. The Parties of this Agreement submit to the jurisdiction of the courts of the State of Arkansas for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Arkansas.

13. MISCELLANEOUS

a. This Agreement is subject to modification annually or upon the issuance of any subsequent version revision to allow for (a) changes in hardware specifications, (b) changes in pricing structures for licensing, training and/or technical support, (c) such other changes as may reasonably be necessary considering enhanced features and performance of the Software. Notice of such modifications shall be provided to Client thirty (30) days prior to implementation, and Client shall have the option to retain the existing version of software, as indicated by termination of maintenance, under the existing terms and conditions in lieu of accepting the upgrade. If no objection is made to the revised terms and conditions within 30 days of notice, Client shall be deemed to have accepted such modified terms without formal execution by the parties of an additional agreement.

b. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Client.

c. Words in the singular mean and include plural and vice versa. Words in masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

d. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the validity of the remaining portions of this Agreement shall not be affected, impaired or invalidated as a result.

e. This Agreement contains the entire agreement and understanding between the parties with respect to its subject matter. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.

f. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the parties and their successors and assigns.

14. NOTICES. All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:

IN WITNESS WHEREOF the parties have duly affixed their signatures.