1. Definitions
- ERP Software: The enterprise resource planning (ERP) software licensed to Customer under this Agreement.
- Customer: The party who licenses the ERP Software from ERP Vendor.
- ERP Vendor: The party who licenses the ERP Software to Customer.
2. License Grant
ERP Vendor hereby grants Customer a non-exclusive, non-transferable license to use the ERP Software for Customer’s internal business purposes only. Customer shall not use the ERP Software for any other purpose, including but not limited to:
- Reselling or distributing the ERP Software to any third party;
- Hosting or providing the ERP Software as a service to any third party;
- Modifying or reverse engineering the ERP Software;
- Using the ERP Software to develop competing products or services.
3. Intellectual Property
All intellectual property rights in the ERP Software, including but not limited to copyrights, trademarks, and trade secrets, shall remain the property of ERP Vendor. Customer shall not acquire any ownership rights in the ERP Software by virtue of this Agreement.
4. Support and Maintenance
ERP Vendor shall provide Customer with reasonable support and maintenance for the ERP Software during the term of this Agreement. Support and maintenance services shall be provided in accordance with ERP Vendor’s standard support and maintenance policies.
5. Fees and Payment
Customer shall pay ERP Vendor the license fees and support and maintenance fees set forth in the Order Form. All fees are non-refundable.
6. Term and Termination
This Agreement shall commence on the Effective Date and shall continue in effect for a period of one (1) year, unless terminated earlier by either party in accordance with this Section. Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party. ERP Vendor may also terminate this Agreement immediately if Customer materially breaches any of the terms of this Agreement.
7. Limited Warranty
ERP Vendor warrants that the ERP Software will substantially conform to the specifications set forth in the Documentation. ERP Vendor’s sole liability for any breach of this warranty shall be to, at ERP Vendor’s option, repair or replace the ERP Software or refund the license fees paid by Customer.
8. Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7, ERP VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ERP VENDOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE ERP SOFTWARE, EVEN IF ERP VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State]. The exclusive jurisdiction and venue for any disputes arising out of or in connection with this Agreement shall be the state and federal courts located in [Insert State].
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
12. Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
13. Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
14. Notices