Preamble
This Agreement is effective as of Nov 21, 2024, between IQpack ("Provider" or "Licensor"), a corporation organized under the laws of Indiana, with its principal place of business at 300 Missouri Ave, Jeffersonville, Indiana 47140, and the Client ("Licensee"). This Agreement governs the terms and conditions for access to and utilization of the Packchain software platform ("Software") developed by IQpack.
1. Definitions
1.1 "Authorized Users" refers to Client’s employees, consultants, contractors, and agents authorized to access and use the Software.
1.2 "Cloud-Based Infrastructure" refers to the Microsoft Azure platform where the Software and Data are stored and operated.
1.3 "Data" includes all electronic data, records, and files stored or processed using the Software.
1.4 "Documentation" refers to user manuals, technical manuals, and any other materials provided by the Provider.
2. Scope of License
2.1 Provider grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software for internal business operations.
2.2 The Software is hosted exclusively on Cloud-Based Infrastructure, with Provider responsible for necessary security measures.
2.3 The license allows unlimited Authorized Users but restricts the designation of an Account Owner to one individual.
3. Software Access and Data Management
3.1 Client is responsible for obtaining and maintaining necessary equipment or ancillary services to connect to or access the Software.
3.2 Provider will comply with industry best practices and standards, including GDPR.
3.3 Data collected and processed by the Software remains the property of the Client and may not be sold or disseminated without explicit Client consent.
3.4 Client is responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data.
4. Maintenance and Support
4.1 Provider will offer periodic updates, maintenance services, and patches for the Software at no additional cost.
4.2 Provider will maintain a 24/7 help desk with a 24-hour SLA for addressing Software-related issues.
4.3 Provider ensures a minimum of 99.5% uptime, excluding scheduled maintenance communicated in advance.
5. Financial Terms
5.1 No monetary compensation is required for Software use if Client avails Provider’s professional services.
5.2 For Software use without professional services, an additional contractual arrangement not exceeding $1200 per location per month will be negotiated.
5.3 Client has a 30-day grace period post-termination of professional services to export all Data before it is irrevocably deleted.
6. Indemnification, Limitation of Liability, and Warranties
6.1 Client agrees to indemnify and hold Provider harmless from any claims resulting from Client’s violation of this Agreement.
6.2 Provider's total liability under this Agreement shall not exceed the amount paid by the Client for the Software.
6.3 Provider makes no warranties, express or implied, except as expressly provided in this Agreement.
7. Termination and Governing Law
7.1 Either party may terminate this Agreement with 30 days' written notice.
7.2 Upon termination, all rights granted to the Client will cease, and Client must discontinue Software use.
7.3 This Agreement is governed by the laws of the State of Indiana.
8. Confidentiality and Non-Disclosure
8.1 Both parties agree to keep Confidential Information in strict confidence.
8.2 "Confidential Information" includes all non-public information disclosed in any form.
9. Force Majeure
9.1 Neither party will be liable for delays or failures due to causes beyond reasonable control.
10. Amendments and Miscellaneous
10.1 Any modifications must be in writing and signed by authorized representatives of both parties.
10.2 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
10.3 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
10.4 The failure of either party to enforce any right or provision of this Agreement will not be considered a waiver of those rights.
10.5 This Agreement may be assigned by Provider to any successor or purchaser of its business or assets.
10.6 All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by courier, or sent by certified or registered mail, return receipt requested, to the address specified above.
