1. SERVICE/SOFTWARE USAGE
A. During the term of your agreement, SoftwareDepotOnline, Inc will provide you non-exclusive, non-transferable access and use of the Software.
B. Only authorized users by you can access and use the Software.
C. As a client you acknowledge and agrees that the Service is owned by, and shall remain the sole property of, SoftwareDepotOnline, Inc and that SoftwareDepotOnline, Inc is the sole owner of all intellectual property rights in and to the Service including, without limitation, its software, hardware infrastructure, documentation, help desk section, user guides, release narratives, system and work-flow process descriptions, system rules, screen layouts, report layouts, process flow, system documentation, data mappings and implications or any other documentation that pertains to the creative work and the intellectual property of SoftwareDepotOnline, Inc and other components, any derivative works of the Service provided that any Client content stored on SoftwareDepotOnline, Inc servers or its database are, and shall remain, the property of Client.
D. The Client is not an owner of the Software until they buy the source code. The Client uses the Software on a subscription model. Client shall take affirmative steps to ensure that employees, Affiliates, and authorized agents of Client use the Service solely in accordance with the terms and conditions.
E. Client agrees not to modify, create derivative works of, translate, reverse engineer, decompile, disassemble or otherwise recreate the Service, its software, hardware infrastructure or other components, except that Client may create reports using the Service or information therefrom for internal business purposes so long as Client does not modify or alter the Service. The Service shall only be used for the business purposes of Client or its authorized Affiliates and may not be rented, subleased, or provided to any third parties.
F. Use of the Service by users who are provided access by Client is at all times subject to the provisions of this Agreement. Only Authorized Users may use the Hosted Services, and only up to the permitted number of Authorized Users.
2. SERVICE AVAILABILITY
A. SoftwareDepotOnline, Inc will use reasonable efforts to make the Service available three hundred sixty-five (365) days a year, 24 hours a day, other than for routine or emergency maintenance and force majeure events including, without limitation, flood, fire, acts of war, shortages, strikes, and any other events beyond SoftwareDepotOnline’s reasonable control. Whenever practical, routine maintenance will be conducted between the hours of 8:00 PM Eastern Time (“ET”) on Fridays and 10:00 PM ET on Sundays, or any time after 8:00 P.M. Eastern Time (“ET”) and before 7:00 A.M. Eastern Time (“ET”) during the week. Where SoftwareDepotOnline, Inc can anticipate longer outages, it will use reasonable efforts to provide advance notice to Client.
B. SoftwareDepotOnline, Inc may make any changes in the operation of the Service that SoftwareDepot Online, Inc determines in its sole discretion to be necessary and/or appropriate including, without limitation, changes in software, data communications, hours of accessibility, location of Services and service equipment, customer identification procedures, type of terminal equipment, and rules of operation. If changes are necessary, SoftwareDepotOnline, Inc will use reasonable commercial efforts to preserve all functionality at the level previously provided.
3. SUPPORT SERVICES
A. During the term of the Agreement with the client, SoftwareDepotOnline, Inc shall provide technical support to Client, including providing Client with access to a member of the SoftwareDepotOnline’s support services staff via telephone help line and email, as well as giving the client a ticketing system to log in their issues.
4. LAW AND DISPUTES
A. The Agreement will be governed by the laws of the State of New York.
B. Both SoftwareDepotOnline, Inc and Client agree to comply fully with all relevant laws and regulations of the United States to ensure that no information or technical data pursuant to the Agreement is directly or indirectly in violation of law.