SLA | boss

BY DOWNLOADING AND/OR USING SOFTWARE FROM OUR WEBSITE AND/OR INSTALLATION MEDIUM, THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT INSTALL OR USE ANY OF THE SOFTWARE DEVELOPED BY BOSS Softworks and Solutions.

1. LICENSE AGREEMENT. In this Agreement "Licensor" shall mean BOSS Softworks and Solutions except under the following circumstances: (a) if Licensee acquired the Product as a bundled component of a third party product or service, then such third party shall be the Licensor; and (b) if the Product is acquired thru a third-party such as the Licensor’s resellers, integrators and entities involved in the distribution of the Product and therefore negotiated by such third-party entity and furthermore shall be governed by the third-party’s license agreement. If more than one License agreement was provided for the Product, and the terms vary, the order of precedence of those License agreements is as follows: (1) a signed agreement, (2) an email-communicated agreement as recorded/archived by both parties; and (3) a Software License agreement available for review on the BOSS Softworks and Solutions’ website.

2. LICENSE GRANT. Licensor grants Licensee a non-exclusive and non-transferable License to reproduce and use for personal or internal business purposes the Product, provided any copy must contain all of the original proprietary notices. This License does not entitle Licensee to receive from BOSS Softworks and Solutions hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Product unless a specific Product has been purchased by the Licensee that clearly states otherwise. Licensor warrants that it has the right to grant the foregoing license free and clear of third party intellectual property claims, and should any third party intellectual property claims arises, Licensor will defend and hold Licensee harmless from such claims.

3. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, or in another Licensor agreement to which Licensee is a party such as a distribution agreement, Licensee may not: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product (except to the extent applicable laws specifically prohibit such restriction); (b) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product; (c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product; or (d) publish any results of benchmark tests run on the Product to a third party without the Licensor's prior written consent.

4. FEES. Appropriate License fees are applicable if the Product is being used directly or indirectly in any commercial application. Multiple copies of the Product will each require separate Licenses on situations of gainful value to the Licensee. If Licensee wishes to receive the Product on media, there may be a small charge for the media and for shipping and handling. Licensee is responsible for any and all taxes. As will be appropriate and stated on an agreement more specific than this SLA (software license agreement), the functional content of the Product purchased by the Licensee may come to vary significantly from what is the basic version of the software Product, and therefore, the fees may be adjusted based on the circumstance mutually beneficial to Licensee and the Licensor or its resellers, and on another agreement as will be contracted by the Licensor and the Licensee, independent from the fee of the licensed Product.

5. TERMINATION. Without prejudice to any other rights, Licensor may terminate in its sole discretion this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Product.

6. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Product shall remain in BOSS Softworks and Solutions and/or its resellers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with BOSS Softworks and Solutions or its resellers' ownership of or rights with respect to the Product.

7. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED AS DERIVED FROM THE PROFESSIONAL AND UNYIELDING EFFORTS OF THE LICENSOR’S DEVELOPMENT GROUP, AND, THEREFORE, ON AN "AS IS" BASIS, WITH WARRANTY ONLY TO APPLICABLE EXTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, A COMPLETE SOLUTION FOR PARTICULAR APPLICATION OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY LICENSEE. SHOULD THE PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT THE LICENSOR OR ITS RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS ITS REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

WE DO RESPONSIBLE PROGRAMMING SINCE 1994.

Software License Agreement

These Terms apply to any of the software product developed by BOSS Softworks and Solutions under the brand name BOSS.

8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. WITH THE EXCEPTION OF VERIFIABLE ACTS OF FRAUD OF LICENSOR OR ITS RESELLERS, THE LICENSEE AGREES TO HOLD HARMLESS THE LICENSOR OR ITS RESELLERS. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE OF A-TENTH OF THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY LICENSOR UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY).

9. MISCELLANEOUS.

9.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.
9.2 This Agreement may be superseded or amended only by a writing signed by both parties.
9.3 If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, any other provisions of this Agreement shall remain in full force and effect.
9.4 The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only.
9.5 Any failure by either party to this agreement to enforce a specific part of the agreement in a specific situation is not a waiver of rights under the agreement. The party may still enforce the rest of the agreement in that situation and may still enforce some or all of the agreement in other situations.
9.6 The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
9.7 Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee's assets to another entity.
9.8 This Agreement shall be binding upon and shall take effect to the benefit of the parties, their successors and permitted assigns.
9.9 Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
9.10 The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way.
9.11 In no case shall the Licensor's liquidated damages exceed ten (10%) percent of the Product cost, in which event, the Licensee shall have automatically terminated the contract.
9.12 If any BOSS Softworks and Solutions professional services are being provided, then such professional services are provided pursuant to the terms of a separate Professional Services Agreement between BOSS Softworks and Solutions and the Licensee. The parties acknowledge that such services are acquired independently of the Product licensed hereunder, and that provision of such services is not essential to the functionality of such Product.
9.13 The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.
9.14 Licensor may use Licensee’s name, logo or trademarks in any customer reference list, marketing materials, promotions, website pages or in any press release issued by the Licensor regarding the licensing of the Product and/or provide Licensee’s name and the names of the Product licensed by Licensee to third parties.
9.15 Confidential information that may have been given access to Licensor by the Licensee during the course of the Product implementation shall be covered by non-disclosure agreement that will survive even after the expiration or termination of this agreement.