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SUBSCRIPTION LICENSE AGREEMENT

BEFORE INSTALLING AND USING THE PRODUCT (AS DEFINED BELOW) YOU SHOULD CAREFULLY READ
THE FOLLOWING SUBSCRIPTION LICENSE AGREEMENT (“AGREEMENT”) THAT APPLIES TO THE PRODUCT.
CLICK “I AGREE” IF YOU (ALSO REFERRED TO AS “LICENSEE”) FULLY ACCEPT AND AGREE TO ALL OF THE
PROVISIONS OF THIS AGREEMENT. OTHERWISE, CLICK “CANCEL.” CLICKING “I AGREE” OR OTHERWISE
DOWNLOADING, INSTALLING AND/OR USING THE PRODUCT ESTABLISHES A BINDING AGREEMENT
BETWEEN YOU AS THE PERSON LICENSING THE SOFTWARE, EITHER ON BEHALF OF YOURSELF OR ANY
THIRD PARTY ENTITY (THE "LICENSEE") AND AUTOMATAK, LLC (“AUTOMATAK”). IF YOU DO NOT ACCEPT
ALL OF THE TERMS OF THIS AGREEMENT, YOU SHALL HAVE NO RIGHT TO DOWNLOAD, INSTALL AND/OR USE
THE PRODUCT AND MUST DELETE THE PRODUCT AND ASSOCIATED FILES IMMEDIATELY. THE RIGHT TO
USE THE PRODUCT IS SOLD ONLY ON THE CONDITION THAT YOU AGREE TO THE FOLLOWING TERMS
AND CONDITIONS.

BY INSTALLING AND/OR BY USING THE PRODUCT, YOU REPRESENT AND WARRANT THAT YOU HAVE THE
LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT TO ADHERE TO THE TERMS
AND CONDITIONS SET FORTH HEREIN, AND THAT THE PRODUCT WILL BE USED ONLY IN ACCORDANCE
WITH THESE TERMS AND CONDITIONS AND WITH ALL APPLICABLE LAWS. IF AN INDIVIDUAL IS
REGISTERING OR USING THE PRODUCT ON BEHALF OF AN ENTITY OR ORGANIZATION, THAT INDIVIDUAL
WARRANTS, REPRESENTS, AND COVENANTS TO AUTOMATAK THAT SUCH INDIVIDUAL IS DULY
AUTHORIZED TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE ORGANIZATION AND
TO BIND THE ORGANIZATION TO THEM. WHERE APPLICABLE, THIS AGREEMENT APPLIES TO ALL PRODUCTS
PROVIDED BY AUTOMATAK, INCLUDING ANY EVALUATION LICENSE.

1. Definitions.

1.1 “Documentation” shall refer to the user manuals and other materials made available in any form by Automatak to Licensee in
connection with or as a component of Licensee’s use of the Product.

1.2 “Licensee Data” shall refer to any data, information or other material provided to Automatak by Licensee or loaded into the
Product.

1.3 “Product” shall refer to the Software (as defined in Section 2.3) and hardware licensed by Licensee pursuant to the purchase
order submitted by Licensee.

1.4 “Services” shall refer, individually and collectively, to the system configuration, training, user support and consulting
services which may be provided to Licensee by Automatak from time to time, subject to the provisions set forth herein.

1.5 “Term” shall refer to the period of time during which this Agreement is in full force and effect, including all Subscription
Terms (as defined in Section 7.1).

2. License Grant.

2.1 Internal Use License. Subject to the terms and conditions of this Agreement, including payment of the Subscription Fee,
Automatak hereby grants to Licensee a limited, nonexclusive, non-transferable license to access and use the Product, without the
right to grant sublicenses, during the Term solely for Licensee’s internal business purposes. Licensee may permit the
Licensee’s individual employees, contractors or agents (“Authorized Users”) to access and use the Product on behalf of and for
the benefit of the Licensee; (c) to use the Product for Licensee’s internal business purposes.

2.2 Documentation. Licensee shall be entitled to (a) use the Documentation internally solely to support its authorized use of the
Product, and (b) make that number of copies of the Documentation as are reasonably required for it to exercise its rights under
clause (a). Any such copies shall include all trademarks or other proprietary legends where and as set forth in the original.
Licensee agrees not to provide access to the Documentation to any third party except Authorized Users.

2.3 License Restrictions. Licensee will not: (i) disassemble, reverse engineer, decompile, or otherwise attempt to derive source
code from the Software; (ii) modify, adapt, create derivative works based upon, or translate the Software; (iii) assign, re-license
or sublicense the Product or the use of the Product; or (iv) transfer, lease, loan, resell for profit, distribute or otherwise grant any
rights in the Product in any form to any other party, including commercial time-sharing, rental, or service bureau use. Licensee
shall not use the Product or the Documentation on behalf of any third party, or for any purpose other than monitoring, collecting,
analyzing and using Licensee Data for Licensee’s internal business purposes.

2.4 Licensee Compliance with Laws. Licensee acknowledges and agrees that it is Licensee’s obligation to comply with all
applicable laws and regulations in its use of the Product and Licensee Data, including those laws and regulations relating to
personal data protection and privacy.

3. Proprietary Rights.

3.1 Automatak Technology. Licensee acknowledges and agrees that subject to the limited rights expressly granted to Licensee
under Section 2, all trade secret, copyright, patent, trademark, trade name, and other intellectual and proprietary rights in the
Product and the Documentation, and in the technology embodied in or reflected by such Product and Documentation, (in each
case including any upgrades, modifications, extensions, derivatives, translations, reformulations or developments of the
foregoing), are and at all times shall remain the exclusive property of Automatak. Automatak’s suppliers are the intended third
party beneficiaries of the Agreement and have the express right to rely upon and directly enforce the terms set forth herein.

3.2 Licensee Data. Automatak acknowledges and agrees that Licensee shall own all title to and ownership of the Licensee Data
and that Automatak shall have no rights thereto except the limited right to use the same on an ‘as needed’ basis in connection with
the ongoing operation and maintenance of the Product and Automatak’s performance of Services.

4. Services. The cost of maintenance and support services is included in the Subscription Fee for the term of the subscription.
If Automatak is asked to provide any professional services to Licensee, the terms for such professional services shall be mutually
agreed upon and specified in a written and signed Statement of Work attached to this Agreement. The cost of professional
services is not included in the Subscription Fee. Travel and living expenses incurred by Automatak in connection with
maintenance, support, and professional services are not included in the Subscription Fee. Licensee shall pay all reasonable
travel and living expenses, including transportation, lodging, meals and other direct expenses incurred, which will be billed at
actual cost.

5. Warranty; Disclaimer. Subject to the limitations and exceptions set forth in this Agreement, Automatak warrants that for a
period of one-hundred and eighty (180) days from the delivery of the Product, that when properly used for the purpose
and in the manner authorized by this Agreement, the Product will perform substantially in accordance with the
specifications set forth in the Documentation. Licensee’s sole and exclusive remedy and Automatak’s sole and exclusive
obligation under this warranty shall be, at Automatak’s sole discretion, (i) for Automatak to correct any failure of the affected
Product to perform as warranted, (ii) for Automatak to replace the affected Product with a new copy or update, or (iii) termination
of this Agreement and the licenses granted herein, and a refund of that portion of the prepaid Subscription Fee associated with
the unused prorated prepaid portion of the then current Subscription Term. LICENSEE’S USE OF THE PRODUCT AND
SERVICES IS AT ITS OWN RISK. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, THE PRODUCT IS
PROVIDED “AS IS” AND THE LICENSEE ACCEPTS THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND
RESULTS OF USE OF THE PRODUCT. EXCEPT AS OTHERWISE RESTRICTED BY LAW, AUTOMATAK AND
ITS SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS,
CONDITIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCT AND ANY SERVICES FURNISHED IN CONNECTION
WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS:
(A) OF MERCHANTABILITY; (B) OF SATISFACTORY OR MERCHANTABLE QUALITY; (C) OF FITNESS FOR A
PARTICULAR PURPOSE; (D) OF NONINFRINGEMENT; OR (E) ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING, OR USAGE OF TRADE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE LICENSEE, AND THE
LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.

6. Fees; Payment Terms. The Subscription Fee shall be invoiced annually in advance. Invoices will be stated in United States
dollars and shall be due and payable within thirty (30) days following invoice date unless otherwise specified herein or agreed
upon in writing by the parties. Late payments shall be subject to a service charge equal to the lesser of 1% per month or the
maximum amount allowed by law, with respect to the overdue amount. License fees are non-refundable except as expressly
provided for herein. All fees are exclusive of all applicable taxes, duties or other governmental assessments. Licensee shall be
liable for the payment of all such assessments (other than taxes based on Automatak’s income) and shall indemnify and hold
harmless Automatak with respect to any claims, losses, damages, penalties or other liabilities incurred by Automatak as a result of
Licensee’s failure to timely pay such assessments.

7. Term; Termination. All licenses shall be explicitly defined by start and end dates as described in 7.1.

7.1 Subscription Term. The initial subscription period of this Agreement shall commence on the Effective Date, and
shall continue for the term specified in the purchase order. Parties will optionally renew the agreement for successive terms at the
sole discretion of the Licensee. Automatak reserves the right to increase the Subscription Fee by no more than 6% for each
renewal term, provided notice of any such increase is provided to Licensee no later than forty-five (45) days prior to the
expiration of the then-current term.

7.2 Early Termination. Either party may terminate this Agreement (a) upon thirty (30) days prior written notice if the other party
has materially breached this Agreement and has not cured the same within the thirty (30) day notice period, or (b) immediately
upon written notice in the event of (i) the bankruptcy, insolvency, or placing of the assets or the business of the other party in the
hands of a receiver or trustee, (ii) the filing of a petition for bankruptcy or reorganization by or against the other party, or (iii)
the dissolution or liquidation of the other party. A termination of this Agreement shall result in the automatic
contemporaneous termination of the then current Subscription Term

7.3 Effect of Termination. Upon any termination of this Agreement, (a) Licensee shall promptly: (i) discontinue all use of the
Product and Documentation; (ii) erase or destroy any electronic copies or partial copies of the Documentation destroy any
tangible copies or partial copies of the Documentation, in its possession or control. (b) both parties shall promptly return to the
other or destroy the other party’s Confidential Information. Termination of this Agreement will not limit either party from
pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Licensee’s obligation to pay
all fees that have accrued or are otherwise owed by Licensee for the balance of the then-current term. Any provisions
providing for limitations on liability, and those terms which by their nature were intended to survive any termination of this
Agreement shall so survive.
8. Indemnification. Automatak shall (a) defend Licensee from and against any third party claim that the Product infringes a
United States patent, copyright, trademark, or other intellectual property right of such third party, and (b) pay the resulting cost
and damages finally awarded against Licensee by a court of competent jurisdiction or the amount stated in a written settlement
signed by Automatak. The foregoing obligations are contingent upon Licensee providing Automatak with: (i) prompt notice
of such claim (and in any event notice in sufficient time for Automatak to respond without prejudice); (ii) the exclusive right to
control, direct, and perform the investigation, defense, or settlement of such claim; and (iii) such assistance as may be
reasonably requested by Automatak at Automatak’s expense. If Licensee’s use of the Product is, or in Automatak’s opinion is
likely to be, enjoined, or if required by settlement, or if commercially advisable, Automatak may: (x) substitute for the
infringing element of the Product functionally similar technology; (y) procure for Licensee the right to continue using the
Product; or, (z) terminate this Agreement and refund to Licensee that portion of the subscription license fee prepaid for
the then-current Subscription Term which reflects the unused prepaid portion of such term. The foregoing defense and
indemnification obligations of Automatak shall not apply to the extent the alleged infringement arises out of the use or
combination of the Product with other non-Automatak Product, services, or processes, or any unauthorized use of the
Product. THIS SECTION STATES LICENSEE’S SOLE AND EXCLUSIVE REMEDY AND AUTOMATAK’S ENTIRE
LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS.

9. Limitation of Damages. IN NO EVENT SHALL AUTOMATAK BE LIABLE TO OR THROUGH LICENSEE, BASED


ON ANY THEORY OF LAW, EQUITY, TORT, CONTRACT OR OTHERWISE FOR SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF
REVENUE, LOSS OF USE, LOSS OF LICENSEE DATA, OR COSTS OF COVER, ARISING OUT OF THE
PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCT OR THE PROVISION OF SERVICES HEREUNDER
OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF AUTOMATAK WAS ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE WARRANTY REMEDY FAILS IN ITS
ESSENTIAL PURPOSE. AUTOMATAK’S TOTAL LIABLITY UNDER THIS AGREEMENT FOR ANY CLAIMS OR
DAMAGES OF ANY KIND AND BASED ON ANY THEORY OF LAW, EQUITY, TORT, CONTRACT OR
OTHERWISE, SHALL NOT EXCEED, WITH ALL CLAIMS AGGREGATED, THE TOTAL AMOUNT OF THE SERVICE
AND LICENSE FEES PAID BY LICENSEE DURING THE TERM IN WHICH THE CLAIM(S) AROSE. ANY CLAIM
BY LICENSEE SHALL BE BROUGHT WITHIN 12 MONTHS FOLLOWING THE EVENT GIVING RISE TO THE SAME.

10. Confidentiality. Each party acknowledges that by reason of the relationship created between the parties by this
Agreement, it may have access to certain non-public information of substantial value concerning the other party's business,
operations, strategic plans, customers, suppliers, technology, competition and employees (“Confidential Information”), which
value would be impaired if such Confidential Information were disclosed to third parties or used other than for purposes
expressly authorized hereunder. Without limiting the foregoing, but for avoidance of doubt the terms of this Agreement, and any
performance, warranty and like information relating to the Product (by whomsoever generated or communicated) will be
considered the Confidential Information of Automatak. Accordingly, each party agrees (a) to maintain all Confidential
Information received from the other, in whatever form disclosed, in strict confidence, (b) not to disclose or otherwise make
available such Confidential Information to any third party without the prior written consent of the disclosing party, and (c) not to
use the Confidential Information of the other party except as required in the performance of its obligations or the exercise of its
rights hereunder. The foregoing obligations shall not apply to Confidential Information of a disclosing party that, as can be
reasonably demonstrated with admissible evidence by the receiving party: (i) is or becomes a matter of public knowledge
though no action or omission of the receiving party; (ii) was rightfully in the receiving party’s possession without restrictions on
use or disclosure prior to its disclosure by the disclosing party; (iii) is rightfully obtained by the receiving party without an
obligation of confidentiality from a third party who has no obligation of confidentiality, direct or indirect, to the disclosing
party; (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential
Information; or (v) is required to be disclosed by a court or other authorized tribunal, and then only to the extent of such
requirement and only after given prompt notice of the requirement to the disclosing party. Upon the written request of the
disclosing party (subject to each party’s rights, during the Term, to retain a copy of the other’s Confidential Information solely for
purposes of performing its obligations and exercising its rights hereunder) or upon any termination of this Agreement, the
receiving party shall (a) immediately return to the disclosing party or destroy all copies and partial copies of the disclosing
party’s Confidential Information, whether maintained in tangible, electronic or other form (including permanently erasing any
portions thereof from computers and systems) and (b) provide the disclosing party with written certification of its compliance
with the terms of this section. Each party acknowledges that any breach of any of its obligations with respect to the other party's
Confidential Information may cause or threaten irreparable harm to such party. Accordingly, each party agrees that in such event,
the aggrieved party shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of
posting bond and in addition to such other remedies as may be available to the aggrieved party under law or in equity.

11. General

(a) All notices required or permitted under this Agreement shall be in writing and shall be sent by hand, overnight courier or by
facsimile (in each case with confirmation of receipt). Notices shall be deemed delivered on the date of delivery, if delivery
occurs within normal business hours or on the next business day if delivery occurs outside of normal business hours. All
communications will be sent to the respective addresses first set forth above or to such other address as may be designated by a
party by giving written notice to the other party pursuant to this Section 11. (b) Licensee may not assign this Agreement or any
of its licenses, rights or duties under this Agreement, whether by operation of law or otherwise, without the prior written
consent of Automatak; provided however, that Licensee may, assign this Agreement to an affiliate of Licensee or to a third party
to whom Licensee has assigned all or substantially all of its assets or control, or as a result of a sale or merger or consolidation, in
each case provided that (i) such assignee has agreed who agrees in writing to be bound by the terms herein, (ii) the assignee is not
a direct competitor of Automatak, (iii) Licensee is current in its payments hereunder, and (iv) Licensee provides notice of such
assignment to Automatak either prior to or promptly following the effective date of such assignment. Subject to the
previous sentence, the rights and liabilities of the parties hereto will bind and inure to the benefit of their respective successors
and assignees. (c) A waiver shall only be deemed to have been made if expressed in writing by the party granting such waiver and
shall not be construed as a waiver of future performance of any such term. (d) Neither party will be liable for any failure or delay
in its performance under this Agreement (or the performance of or access to the Software), other than payment obligations,
due to causes that are beyond its reasonable control, including, but not limited to, an act of God, act of civil or military authority,
fire, epidemic, flood, earthquake, riot, war, terrorism, sabotage, and governmental action; provided that the delayed party: (i)
gives the other party written notice of such cause promptly; and (ii) uses its reasonable efforts to correct such failure or delay.
(e) This Agreement constitutes the entire understanding between the parties, and supersede all prior discussions,
representations, understandings, or agreements (including any pre-existing nondisclosure agreement, except as to its surviving
terms and with respect to information disclosed under that agreement), whether oral or in writing, between the parties with
respect to the subject matter of this Agreement. Any modification or amendment to this Agreement must be in writing and
signed by each party’s authorized representatives. No terms in any purchase order or other document delivered by Licensee shall
be deemed to amend the terms of this Agreement and any such additional or inconsistent terms shall be deemed unacceptable to
and rejected by Automatak. If any provision of this Agreement shall be held by a court of law of competent jurisdiction to be
unenforceable, the remaining provisions shall remain in full force and effect and, to the extent allowed and practicable, the
unenforceable provision shall be modified so as to be enforceable consistent with its original intent and economic
effect. The headings and captions used in this Agreement are for convenience only, and shall not affect the
interpretation of the provisions of this Agreement. The word “including” shall be construed non-exclusively, to mean
“including but not limited to.” The word “or” shall be construed inclusively, to mean that one or more of the options may occur.
This Agreement and any amendment hereto may be executed in counterparts, each of which shall be deemed an original and both
of which together shall constitute one instrument. (f) If Licensee is an agency of the United States Government, or the license
granted hereunder is pursuant to a contract with either a defense or civilian agency of the United States Government,
Licensee agrees that the Product is provided with the commercial license rights stated herein and as set forth in FAR 52.244.6
and DFAR 227.7202.4, as applicable, or in successor provisions, as well as the terms set forth in this Agreement. (g)
The Product is subject to United States export laws and administrative regulations. The Licensee agrees not to export or re-export
the Product to: (A) to any country or region to which the United States has embargoed or restricted the export of goods or
services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan, the Taliban and
Syria, or to any national of any such country or region, wherever located, who intends to transmit or transport the Product back to
such country or region; (B) to any person or entity who the Licensee knows or has reason to know will use the Product in the
design, development or production of nuclear, chemical or biological weapons; or (c) to any person or entity who has been
prohibited from participating in United States export transactions by any federal agency of the United States government. (h)
Licensee agrees to make reasonable efforts to act as a customer reference for Automatak and shall, upon Automatak’s reasonable
request, participate in white papers about Licensee’s use of the Product. In addition, Automatak shall be entitled to include
Licensee on Automatak’s published customer lists. (i) The relationship of Automatak and Licensee established by this Agreement
is that of independent contractors, and nothing contained in the Agreement will be construed to constitute the parties as partners,
joint venturers, co-owners, or otherwise as participants in a joint undertaking. (j) During the term of the Agreement and for a
period of one (1) year after termination or expiration, the Licensee will maintain complete records regarding the
Licensee’s use of the Product. To ensure compliance with the terms of this Agreement, upon request, the Licensee will
provide Automatak with a report of the Licensee’s use of the Product. The Licensee will allow Automatak reasonable access to
Licensee’s computer systems, books and records during regular business hours to permit Automatak to verify the
Licensee’s use of the Product and its compliance with this Agreement. In the event any such audit reveals that the Licensee has
underpaid Automatak by an amount greater than five percent (5%) of the amounts due Automatak in the period being audited, or
that the Licensee has knowingly breached any material obligation hereunder, then, in addition to such other remedies as
Automatak may have, the Licensee will pay or reimburse to Automatak the cost of the audit. (k) This Agreement shall be
governed by and construed under the laws of the State of North Carolina without regard to its conflict of law provisions. The
prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with
such action.