This Software License + Marketing Agreement (the "Agreement") is entered into as of [the "Effective Date") by and between:
1. HQ Agency ("Licensor"), a company incorporated and registered in [Melbourne Victoria, Australia], with its principal office located at [401 St Kilda Rd Melbourne 3000], and
2. [Customer] ("Licensee"), with its principal address at [insert address]
1. Definitions
1.1 "Software" refers to the property technology software solutions provided by Licensor, HQ Agency
1.2 "Services" refers to any support, maintenance, or additional services associated with the Software, as described in separate ‘Service Level Agreement’ .
1.3 "License" refers to the rights granted by Licensor to Licensee for the use of the Software as specified in Section 3.
1.4. ‘Marketing’ refers to the advertising across the Reach+ network of portals and social platforms
2. Grant of License
2.1 License Grant: Licensor grants Licensee a [non-exclusive/perpetual/limited] license to use the Software, subject to the terms of this Agreement.
2.2 Scope of Use: The License is granted solely for Licensee’s internal business purposes and may not be used for any other purpose without Licensor’s prior written consent.
2.3 Restrictions: Licensee agrees not to:
• Reverse engineer, decompile, or disassemble the Software.
• Use the Software beyond the licensed scope.
• Transfer, sublicense, or assign the License without prior written consent from Licensor.
3. Delivery and Installation
3.1 Delivery: Licensor shall deliver the Software to Licensee in a format suitable for installation and use within [30 days].
3.2 Installation: Licensee is responsible for installing the Software unless otherwise specified
4. Fees and Payment
4.1 License Fees: Licensee agrees to pay Licensor the fees outlined in agreement
4.2 Payment Terms: Payment is due [Insert Terms, e.g., within 30 days of invoice date]. Late payments will incur interest at [Insert Rate] per month.
4.3 Taxes: Licensee is responsible for any applicable taxes, duties, or fees associated with the License, excluding Licensor’s income taxes.
5. Warranty and Support
5.1 Warranty: Licensor warrants that the Software will perform for a period of [3 months].
5.2 Support: Licensor shall provide support and maintenance as outlined in SLA.
5.3 Exclusions: Licensor does not warrant uninterrupted or error-free operation of the Software.
6. Intellectual Property
6.1 Ownership: Licensor retains all rights, title, and interest in and to the Software, including any modifications or enhancements.
6.2 Infringement Indemnity: Licensor shall defend and indemnify Licensee against claims alleging that the Software infringes third-party intellectual property rights, subject to Section 7.2.
7. Limitation of Liability
7.1 Liability Cap: Licensor’s liability under this Agreement shall not exceed the total Fees paid by Licensee within the preceding 12 months.
7.2 Exclusion of Damages: Licensor shall not be liable for indirect, incidental, or consequential damages.
8. Term and Termination
8.1 Term: This Agreement begins on the Effective Date and continues until terminated.
8.2 Termination for Cause: Either party may terminate this Agreement if the other party materially breaches its obligations and fails to cure such breach within [30 Days] of receiving written notice.
8.3 Effect of Termination: Upon termination, Licensee shall cease all use of the Software and return or destroy all copies.
9. Confidentiality
9.1 Definition: Both parties agree to keep confidential any non-public information disclosed under this Agreement.
9.2 Exclusions: Confidential information does not include information that is publicly available, independently developed, or disclosed by a third party without restriction.
10. General Provisions
10.1 Governing Law: This Agreement shall be governed by the laws of State of Victoria, Australia.
10.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
10.3 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
10.4 Notices: Notices under this Agreement shall be sent to the addresses specified above.