Licensing Agreement of Software Use


Licensing Agreement of Software Use


This agreement (the Agreement) is signed, made and entered into effect 

Between

First Party: MMS Software Solutions Company (MMS) PLC, or its deputy (referred to hereinafter by the First Party)

And

Second Party: Software User or its deputy known by the First Party via purchase order signed by the Second Party and / or via data upgrading software signed by both parties (referred to hereinafter by the Second Party).

Whereas

The First Party is a company that operates in the field of accounting, financial, and administrative software, other cloud software applications, PC equipment, and others (referred to hereinafter by the services). The services are operated on the computer(s) of the Second Party that are provided to them on bases of specific terms and conditions including maintaining and keeping the secrecy of the Second Partys data,

Whereas

The Second Party holds a license to use all, a product, and / or the specific services that are provided by the First Party under the terms and conditions of the Agreement and / or under the purchase order signed by both parties,

Whereas

The First Party agrees to grant the license of using the product as stated in the purchase order signed by both parties,

Whereas

The Second Party agrees categorically on the terms and conditions of the Agreement,

Therefore, the two parties agree on the following terms and conditions:

1.      The preamble of this Agreement shall constitute an integrated part of the Agreement and they shall be read together textually and contextually.

2.      The Second Partys benefit from all or any of the products, and / or the services of the First Party either completely or partially; and / or the Second Partys use of all or any of the products, and / or the services of the First Party either completely or partially shall be considered absolute and definite approval of the terms and conditions of this Agreement.

3.      By this Agreement, the First Party grants the Second Party the absolute right to use the service and / or the products as stated in the purchase order signed by both parties that the First Party supplies the Second Party with including the following:

-          Product use by the Second Party.

-          Maintaining the agreed-upon software contents without making any deletions or omissions of its contents by the First Party.

-          The First Party shall not suspend the work of the agreed-upon software or any of its contents, except

§  If the Second Party fails to pay the agreed-upon payments to the First Party.

§  If the software stops working due to faults in the Second Partys operation system or computer(s).

§  If the term of the software operation ends and the Second Party does not renew the license, (this term is related only to the products that are operated cloud).

§  Violation of any term contained in this Agreement herein.

-          Software warranty for the first year and for every term in which the warranty is renewed. The warranty includes the following:

§  Training one of the Second Partys staff to use the software. This term shall be null and void at the end of the first year of licensing the software use even if the training process does not take place due to reasons attributed to the Second Party and / or due to granting the licensing to the Second Party under specific terms that do not include training.

§  There are no faults in the software operation that cause incorrect outcomes.

§  Technical support service by telephone, internet, Tickets systems and Skype system during the companys normal work hours in order to answer the Second Partys inquiries related to the nature of the software operation and / or solve any problems that may occur during the software operation due to misuse and / or programming errors resulting from periodic updates of the software.

§  Visits on request during the first year only, and / or in case of renewing warranty that includes visits, and / or for software that works cloud only, by coming to the Second Partys head office within a maximum time of 48 hours during the normal work hours of the company provided that the reason of the visit is only to solve a problem related to software operation, in compliance with the terms of this Agreement, there is no force majeure that hinders the visit during the warranty term, and / or the clients head office is not located outside the cities that are served by the companys branches, and/or the software price offer include visits.

§  Periodic updates of the software during the first year of granting the license, in case of warranty renewal, and / or for software operated cloud only.

§  Software modifications and notes required by the Second Party provided that they are consistent with the First Partys policy, subject to its administrative system when executed, and shall not violate the terms of this Agreement and the contents of the product herein.

Termination of the Agreement

1.      Second team understands and agrees that the first team the right to update any product of its products that run on the Internet (Cloud Versions) in addition or amendment to the way the product work without the right to objection by the second team.

2.      The Second Party agrees and accepts that the First Party shall have the right to suspend or terminate all the provided services and / or refuse to permit accessibility to use or supply data for all or part of the services without prior notice if the Second Party acts which the First Party believes upon its own discretion that:

a)     It breaches any term or condition contained in this Agreement herein,

b)     It breaches the right(s) of the First Party or third parties,

c)     It is unjustifiable to continue providing the services,

d)     It constitutes an illegal act.

Furthermore, the Second Party agrees that the First Party reserves its right to terminate all its provided services in case there are previous outstanding financial liabilities of the Second Party. The Second party agrees that the First Party is not liable for the Second Party or any third parties to resume providing any of the services that have been stopped.

General Terms

1.      The Second Party understands that all the data whether announced or transferred in particular are under the responsibility of the person who originally enters the data. This means that it is the Second Party but not the First Party who is responsible categorically for all the data that the Second Party enters to the product herein or transfers through available services. The First Party does not have control over the downloaded or transferred contents and data in any form by the Second Party. Consequently, the First Party does not guarantee the accuracy, safety, or integrity of such content(s) or data.

2.      Both parties agree that by this Agreement the First Party does not transfer by any means, form, method, manner, and / or way whatsoever brand property, system property, documents, patents, copyrights, trademarks, trade secrets, and / or any other property rights affiliated to the First Party.

3.      Should both parties agree to renew the licensing of using the software of products that are used only cloud or renewing the software warranty, the First Party reserves the right to modify all its prices, details, and terms of its agreements, offers, and services at any time without prior notice.

4.      Both parties agree the entering records of the First Party or any other document that prove times of entering accounts and / or products by the Second Party shall  be considered accurate and final; the Second Party shall waive any form of objection right against such records.

5.      The First Party shall have from time to time the right to add general terms and restrictions related to usage of services and / or products herein. The Second Party agrees hereof that the First Party shall not bear any liability or legal accountability for any deletion or failure in storing any data, other communications, contents, purports, or error in services herein. The Second Party accepts that the First Party has the right to change the terms and restrictions herein at any time by a decision of the First Party and at its sole discretion provided that the First Party shall send the Second Party a prior notification of such changes.

6.      This Agreement cancels and supersedes any other previous agreements or understandings whether verbal or written between the two parties related to the subject of this Agreement. The terms and conditions of this Agreement are the only and complete terms and conditions between the two parties. Any modifications, amendments, changes, and / or additions that may be made at this Agreement in the future shall be null and void unless they are agreed upon in writing by an authorized representative of the First Party.

7.      The First Party shall not be considered in default of its obligations herein if such default and / or delay in executing its obligations result from force majeure including, but not limited to, inevitable or governmental acts, war, riot, disorder, work conflicts, dysfunction, delay in transference, delivery, or any other reasons that are out of control of the First Party.  

8.      This Agreement shall be governed by the laws applicable in Palestine; the courts of Nablus shall have the sole and absolute jurisdiction in settling all disputes.

9.      This Agreement shall not include training of another employee on the product. In case the Second Party desires to train another employee by the First Party, the Second Party shall pay the First Party the sum of 70 (Seventy) USD excluding VAT in return for such training.

10. The First Party shall not bear any liability for any defect in the product or the entered data that may occur as a result of improper use; sabotage; deletion; viruses; inconstant and / or disconnection of electric current; computer malfunction, incompatibility with the product, violation of important instruction(s) to operate the product, format, system restoration; and / or delay or rejection of the Second Party to permit the First Party to make periodic updates of the product.

11. The First Party does not have to make any modifications or additions to the product that are not included in this Agreement during or after the warranty without returns and / or without the approval of the First Party.

12. The First Party does not have to provide any software or accounting consultations.

13. The First Party does not bear any responsibility to enter the data of the Second party into the product. However, the First Party is responsible to guide and train the Second Party how to enter and handle the data.

14. The Second Party is responsible for keeping any data produced through the product; the First Party is not liable for losing such data for whatever reason.

15. This product is compatible to operate on Windows XP, Vista, 7 & 8 Windows Server provided that it is instruction set 32, Ram memory is not less than G1, hard disk volume is not less than 10G, and NTFS files system.

16. The First Party including its administration and staff shall keep the secrecy of the Second Partys information related to its accounts, way of operation, consultations and / or what that employee may see or hear during his / her visits and / or calls with the Second Party.

17. In case of adding any system or additional service to the contents of this product, it shall be subject to all the terms and conditions of this Agreement.

18. In case an employee of the First Party shall make a visit to the Second Party for any purpose related to the software operation, the Second Party is committed to sign the worksheet in which the First Party documents its visit to the Second Party. This document and its contents shall be obligatory to both parties.

19. Should either party violates any of the terms and conditions of this Agreement, the violating party shall be subject to legal accountability. The aggrieved party can take legal procedures according to this Agreement, and the Agreement is considered null and void.

20. This product and / or service is the property of the First Party (MMS Software SolutionsCompany (MMS) PLC); neither the Second Party nor any other third party shall change the external frame of the software, the logo and / or the signs of the First Party.

21. Neither the Second Party nor any other third party shall change, modify, delete, illegally copy, buy, or sell any part of the programming data of the source code of the software. Any proved violation of the terms herein by the Second party, and the First Party believes that it may suffer damages from such actions, the Second Party shall be deemed legally liable, and the First Party shall have the right to claim suitable compensations for the damages it may suffer from.

22.    The Second Party shall not sell and / or assign the use of this software to another party without the prior written consent of the First Party.