» version 1.3 - posted on 2005-07-02
VeriTask Software License Agreement
1. This Software License Agreement ("Agreement") is between VeriTask, LLC to be referred through out this document as, ("VERITASK"), a Texas Corporation, having its principal place of business at 1300 Walnut Hill Ln, Suite 220, Irving, TX 75038 and Licensee.
2. VERITASK grants Licensee a non-exclusive license to use the object code only for Employee Task Chaser(TM) Software and related user documentation ("Software") upon execution of this Agreement ("Effective Date"). The license fee and any other applicable fees are set forth in Addendum A. This license continues for an indefinite term as long as the annual or periodic license fee is paid or unless terminated as set forth in this document. The Software is licensed on the basis of Registered Seats. A Registered Seat is defined as an authorized user of Licensee, who requires one (1) license regardless of location, application or computer access by such user. A Registered Seat is also defined as a computer managed by the Software where such Software is resident without an associated authorized user. Licensee may purchase additional licenses at VERITASK's current license fee per Registered Seat. The Software licensed herein contains keys that will enable the Software and embedded third party software.
3. Licensee's rights in and to the Software as a result of this Agreement shall not be transferred, assigned, licensed, pledged, or otherwise transferred, by operation of law or otherwise, without VERITASK's prior written consent, and any such prohibited assignment shall be null and void. The current assignment fee is fifteen percent (15%) of the current license fee in the event VERITASK grants its consent.
4. The Software is copyrighted material under the laws of the United States. Notwithstanding the copyright, the Software contains trade secrets and confidential information of VERITASK. Licensee agrees to maintain all information and data contained in the Software in confidence for VERITASK. VERITASK's Confidential Information includes but is not limited to, source and object programs, user documentation and instructions, and any other material identified as such and supplied under this Agreement. Licensee agrees neither to disclose or duplicate nor allow to be disclosed or duplicated, any Software, in whole or in part, except as permitted in this document. Licensee shall take all reasonable steps necessary to ensure that the Software and VERITASK's Confidential Information are not made available or disclosed by Licensee or by its employees to any other person, firm or corporation. Licensee agrees that all persons having access to the Software shall observe and perform this nondisclosure covenant. Licensee agrees to notify VERITASK of any unauthorized access to or possession of the Software immediately.
5. Amounts payable to VERITASK are payable in full without deduction and are net of taxes or shipping or other fees. In addition to such amounts, Licensee shall pay sums equal to all sales or use taxes (including, without limitation, sales, use, privilege, ad valorem, or excise tax) and customs duties paid or payable, however designated, levied or based on amounts payable to VERITASK under this Agreement or on License's use or possession of the Software.
6. Licensee acknowledges that title and full ownership rights to the Software furnished under this Agreement shall remain with VERITASK. Licensee shall not copy, modify, reverse engineer or de-compile the Software in whole or in part. Except as otherwise expressly provided, VERITASK grants no express or implied rights under this license to any VERITASK patents (pending), copyrights, trademarks, or other intellectual property rights. Licensee acknowledges that the Software and all copies of it, regardless of the form or media in which the original or copies may exist, are the sole and exclusive property of VERITASK.
7. In the event that Licensee fails to perform any obligation under this Agreement within a reasonable period of time, VERITASK shall have the right to terminate this License upon thirty (30) days prior written notice to Licensee, if Licensee fails to cure a breach or failure to perform within such period of time. Upon termination, Licensee shall return the Software with written certification that the Software has been deleted from all computer systems and all related documentation has been destroyed.
8. LIMITED WARRANTY. VERITASK warrants the media to be free from material physical defects for a period of ninety (90) days after delivery. If such a defect is found, VERITASK will provide a replacement. VERITASK warrants that the Software will substantially perform in accordance with the user documentation for a period of ninety (90) days after delivery. VERITASK's sole obligation and liability in this regard shall be to correct or replace the Software in any such manner or method as determined by VERITASK, at VERITASK's own cost and expense, provided written notice is given to VERITASK. If VERITASK is unable to cure the warranty non-conformance within a reasonable period of time, Licensee's exclusive remedy during the initial warranty shall be termination of the License and a refund of the License and Support fees paid. During an extension of the warranty term pursuant to Section 15 (a), the amount refunded will be the amount of the most recent Support fee paid for nonconforming Software. The warranty specified herein shall not be effective if (i) the Software is not used in accordance with the user documentation; (ii) the Software shall have been altered, modified or revised by Licensee; (iii) Licensee's computer hardware malfunctions or (iv) or for any other cause within the control of Licensee, resulting in the Software not performing in accordance with the user documentation. VERITASK warrants that Support Services as set forth in Section 15 will be provided in a professional workmanlike manner in accordance with accepted industry standards.
9. EXCLUSION OF OTHER WARRANTIES. EXCEPT AS PROVIDED IN SECTION 10, THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Indemnification: VERITASK shall hold harmless and defend Licensee against suits based on any claim that the use of the Software by Licensee under this Agreement infringes on any United States patent right or copyright, provided VERITASK is promptly notified in writing of any such suit or claim against Licensee, and further provided that Licensee permits VERITASK to defend, compromise, or settle the same, and give VERITASK all available information, reasonable assistance, and authority to enable VERITASK to do so. This indemnity shall not apply to any infringement arising out of (i) the alteration or modification of the Software by Licensee, (ii) any use of the Software which is not authorized herein or not used in accordance with the user documentation; (iii) use of the Software with any computer hardware or software which is documented to be incompatible with this Software. This Section sets forth VERITASK's sole obligation and liability and Licensee's exclusive remedy for any proprietary rights infringement by the Software.
11. VERITASK SHALL NOT BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES CAUSED BY THE USE OF THE SOFTWARE OR ARISING OUT OF SUPPORT SERVICES PROVIDED UNDER THIS AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT BE APPLICABLE WITH RESPECT TO LICENSEES OBLIGATIONS TO PROTECT VERITASKS CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS AND INTERESTS IN THE SOFTWARE LICENSED HEREUNDER.
12. VERITASK shall not be liable for delays in any of its performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, strikes or inability to obtain labor or materials on time.
(a) Support Services consist of support provided by VERITASK to one (1) designated Support Coordinator of Licensee by telephone, facsimile, email and World Wide Web site, regarding the use and operation of the current version of the Software in accordance with the user documentation, error investigation and updates. Support is available from 8:00 a.m. to 5:00 p.m. Central Standard Time, Monday through Friday, excluding federally observed holidays. For emergency support during non-business hours, contact VERITASK in accordance with the agreed upon pre-arrangement for emergencies (if applicable) or contact VERITASK's main support number and follow instructions for emergency support as described on the answering service. Support Services commence from the effective date of this Agreement and for subsequent annual periods beginning on the anniversary date of this Agreement, unless Licensee cancels Support Services in writing, fails to pay the then current Support Services fees or otherwise breaches this Agreement. Support Services will be billed annually ninety (90) days prior to the anniversary date of the license for the licensed configuration. The current annual Support Service fees for the licensed configuration are set forth in the applicable Addendum hereto. Such Support Services fees are subject to change without notice. While subscribing to Support Services, the LIMITED WARRANTY specified in Section 10 shall be extended, and shall remain in force throughout the duration of Support Services. If Licensee cancels Support Services, Licensee may subscribe, at a later date, subject to the payment of back fees for such Services.
(b) In the event that Licensee purchases additional Seats or revises its licensed configuration for the Software prior to the annual anniversary date, Licensee agrees to pay VERITASK's then current fees for related Support Services for such changes, prorated from the effective date of such changes to Licensees anniversary date.
(c) Errors shall be deemed to be any design or programming error in the Software attributable to VERITASK which prevents the Software from substantially complying with the functionality in accordance with the user documentation which adversely affects the use, function or performance of the Software. When errors are confirmed, VERITASK will use commercially reasonable efforts to correct such errors and provide Licensee with an updated version or service pack as soon as it is practical in VERITASK's sole judgment.
(d) While subscribing to Support Services, Licensee shall be entitled to receive one copy of any new release of the Software, which may include error corrections, modifications, enhancements (unless priced separately by VERITASK and generally not included with the Software at the time of licensing) and revised User Documentation. Notwithstanding, stand-alone error corrections that are not part of a new release shall not be independently supported but shall be incorporated into the next release.
(e) Support Services will only be provided for the current release of the Software, and the immediately preceding release, for a period of six months from the issuance of the current release. Support Services do not include support of releases of the Software other than as specified above.
13. Any modification of any provision of this Agreement shall not be effective unless in writing and signed by the authorized representative of both parties. This Agreement supersedes any previous agreement or understandings, whether oral or written, between the parties and constitutes the entire agreement between the parties relating to the Software. This Agreement shall have no force and effect until executed by an authorized representative of each party.
14. This Agreement shall be governed and interpreted under the laws of Texas, United States of America, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. Licensee may not export the Software in violation of applicable export laws and regulations.
15. If any provision of this Agreement shall be illegal or otherwise unenforceable, that provision shall be severed and the remainder of the Agreement shall remain in full force and effect. The waiver of any right or election of a remedy in one instance shall not affect any rights or remedies in another instance. Any waiver shall be effective only if made in writing and signed by an authorized representative of each party.
16. All provisions hereof relating to payment of fees, proprietary rights, confidentiality, non-disclosure, indemnification and limitation of liability, shall survive any termination of this Agreement.
17. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with "RESTRICTED RIGHTS". Use, duplication or disclosure by Government is subject to restrictions as set forth in FAR52.227.14 and DFAR252.227-7013 et seq or its successor. Use of the Software by Government constitutes acknowledgment of VERITASK's proprietary rights therein.
Annual Subscription Fees
Employee Task Chaser - Basic Version 49.75 monthly USD
Employee Task Chaser 10 Users Pack 99.5 monthly USD
Employee Task Chaser 25 Users Pack 248 monthly USD
The fees listed here are subject to change without prior notification. New fees will be applicable for the next subscription payment.