Full License Terms

License Grant.

Licensor hereby grants to Licensee a non-exclusive, revocable, non-sublicensable license to use the Licensed Software.

No Other Rights

Licensor reserves for itself all other rights and interest not explicitly granted under this agreement.

Permitted Uses

Licensee may install and use the Licensed Software solely for Licensee's [personal, non-commercial][internal business] use. Licensee may not sell or sub-license this software for use by any other business and/or person for whom this license was not originally issued to that business and/person directly by Agnitech. This license grants the Licensee permission to use this software exclusively for the business/person to whom the license was issued.

Restricted Uses

Licensee may not distribute, license, loan, or sell the Licensed Software or other content contained or displayed in it, modify, alter, or create any derivative works of the Licensed Software, reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Licensed Software, or remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Licensed Software.

Support and Maintenance

Licensor will not have any obligation to provide Licensee with any support, maintenance, or other services.


Right to Updates

Subject to paragraph [RIGHT TO CHARGE FOR UPDATES], Licensee may choose to use any updates or upgrades (collectively, "Updates") Licensor provides to the Licensed Software, but only if they have a license to use the previous version of the Licensed Software.

License to Updates

Unless Licensor provides other terms in writing, Licensee's installation and use of any update will be subject to this agreement.

Right to Charge for Updates

If Licensee chooses to use an Update, Licensor may charge Licensee for the use and installation of that Update.

Use of Previous Versions

Licensee may continue to use the previous versions of the Licensed Software subject to the terms of this agreement, provided that the Update and the previous version are installed on the same computers.

No Transfer of Previous Versions

Licensee may not transfer the previous version to a third party.

No Support Obligations for Previous Versions

Licensor will have no obligations to support previous versions of the Licensed Software.

License Fees

Licensee shall pay Licensor the license fee communicated by the Licensor through the Licensor's website, or directly to the Licensee (the "License Fee").

License Fees

License Fee Paid in Full

Licensee shall pay the License Fee to Licensor in full, in immediately available funds.


Payment amounts under this agreement do not include Taxes, and Licensee shall pay all Taxes applicable to payments between the parties under this agreement.


This agreement begins on day the Licensee pays the license fee, and will continue until terminated (the "Term").

No Warranty


The [Licensed] Software is provided "as is," with all faults, defects, bugs, and errors.

No Warranty

Unless otherwise listed in this agreement, Licensor does not make any warranty regarding the [Licensed] Software, which includes that Licensor disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.

Licensed Software Ownership

Licensor will retain all ownership of the Software and all intellectual property rights in it.


No Infringement

The [Licensed Goods / Licensed Software / Licensed Method] does not infringe the Intellectual Property rights or other rights of any third party.

No Third Party infringement

[Except as disclosed in Licensor's Disclosure Schedule] To Licensor's Knowledge, no third party is infringing the [Licensed Goods / Licensed Software / Licensed Method].

Not in Public Domain

The [Licensed Goods / Licensed Software / Licensed Method] is not in the public domain.

Third Party Software

Acknowledgement of Third Party Software

Licensee hereby acknowledges that the Licensed Software might contain third party software that require additional notices or are subject to additional terms and conditions.

Third Party Software Terms

If Licensor does include third party software in the Licensed Software, Licensor shall post any additional the notices and terms and conditions on Licensor's website, and those terms and conditions are hereby incorporated into this agreement.

Conflicting Terms

If there are any conflicts between this agreement and the additional terms or conditions governing third party software, those additional terms and conditions will control in connection with third party software.

Licensee Data

Collect and Use of Data

Licensor may collect and use technical information gathered as part of its maintenance, support, and training services, only for the purpose of improving its products and services.


Licensor will not disclose any of this information in a form that personally identifies Licensee or Licensee's clients.

Export Control Laws

Each party shall obtain all Permits necessary to and otherwise comply with all Laws on export control applicable to this agreement and all transactions contemplated under this agreement.


Termination by Licensor

Licensor may terminate this agreement with immediate effect if Licensees breaches any part of this agreement.

Termination by Licensee

Licensee may terminate this agreement if you uninstall, discontinue use of, and destroy your copies of the Licensed Software, effective when Licensee delivers notice that it has done so.


Indemnification by Licensee

Licensee (as an indemnifying party) shall indemnify Licensor (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of Licensee's use of the Software, and Licensee's unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party's Intellectual Property rights.

Mutual Indemnification

Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement

Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify

If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy

The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Limitation on Liability

Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.