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Software License Terms and Conditions

These Software License Terms and Conditions govern the Client’s use of the Licensed Software pursuant to an Order Form duly executed by Client and SVT.

1. Definitions. For all purposes of these Software License Terms and Conditions, the terms defined below will have the meanings set forth below. All terms defined elsewhere in these Software License Terms and Conditions or the Order Form will have the meanings ascribed to them as set forth herein or therein, as applicable.

(a) “Documentation” means the user manuals and operator instructions provided by SVT to Client in conjunction with the Licensed Software.

(b) “Force Majeure Event” means an unforeseeable event, or a series of related unforeseeable events, that is outside the reasonable control of the Party affected (including without limitation failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, pandemics, explosions, fires, floods, riots, terrorist attacks and wars).

(c) “Initial Term” means the period commencing on the Effective Date and continuing through the end of the initial License Term.

(d) “License” means the license granted by SVT to Client as provided in Section 2(a).

(e) “License Start Date” means the date on which the license term starts, as set forth on the Order Form.

(f) “License Term” means the duration of the license term, as set forth on the Order Form. The initial License Term will commence on the License Start Date.

(g) “Licensed Software” means (i) SVT’s proprietary software identified on the Order Form, and (ii) any Updates, in each case excluding (A) any Open Source Software and (B) any New Versions.

(h) “New Version” means any new version of the Licensed Software which is publicly marketed and offered for purchase by SVT in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.

(i) “Open Source Software” means any open source software as defined by the Open Source Initiative (https://opensource.org/) of the Free Software Foundation (https://www.fsf.org/).

(j) “Order Form” means the order form executed by an authorized representative of Client and SVT, which incorporates by reference these Software License Terms and Conditions.

(k) “Person” means an individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity.

(l) “SVT Technology” means the Licensed Software and the Documentation.

(m) “Updates” means updates, upgrades, bug fixes and improvements to the Licensed Software that SVT generally make available to its other customers of the Licensed Software for no additional charge.

2. License.

(a) License Grant. Subject to the terms and conditions of this Agreement (including Section 3 below), SVT hereby grants to Client a non-exclusive, non-transferable, non-sublicensable limited right and license, commencing on the License Start Date and continuing through the Term, as follows:

(i) To install the Licensed Software and use the Licensed Software in object code form only as delivered pursuant to this Agreement, and consistent with the Documentation, solely for Client’s internal business purposes;

(ii) To make one (1) additional copy of the Licensed Software and Documentation for back-up or archival purposes; and

(iii) To use the Documentation as reasonably necessary for Client’s internal business purposes in connection with Client’s use of the Licensed Software as permitted hereunder.

(b) Reserved Rights. Any rights not expressly granted in Section 2(a) are expressly reserved by SVT. Without limitation of the foregoing, SVT reserves the right to license the SVT Technology to others on such terms as SVT may establish in its sole discretion. Client acknowledges that no exclusive right of any kind is granted to Client by the terms of this Agreement. Client will promptly notify SVT in writing of any infringement of SVT’s intellectual property rights that come to the attention of Client.

(c) Limitations and Restrictions. It is expressly understood and agreed that the License is subject to the following limitations and restrictions:

(i) Client may not use the Licensed Software except for Client’s internal business purposes in accordance with this Agreement.

(ii) Client may not distribute the SVT Technology, in whole or in part, or any copy thereof, by transfer, lease, loan or any other means, or make it available for use by others in any manner, including without limitation by any time-sharing, service bureau or similar arrangement.

(iii) Client will not remove, obliterate, obscure, or conceal the proprietary notices or legends which appear on the SVT Technology, and will reproduce such notices or legends on all copies of the SVT Technology or of any part of the SVT Technology.

(iv) Client has no right to, and may not, obtain or have access to the source code or systems and programming documentation of the Licensed Software or any part thereof. The SVT Technology and all information related thereto will be subject to Client’s obligations of confidentiality under Section 8(b).

(v) Client may not alter, modify, adapt or create derivative works from the Licensed Software or the Documentation. Client may not decompile, recompile, disassemble, translate, update, modify, merge, adapt, translate, copy or otherwise reverse engineer the Licensed Software or any part thereof.

(vi) Client may not use the Licensed Software (A) in violation of applicable local, state, national and international laws and regulations or (B) to create any product or service competitive to the Licensed Software. Client may not share or publish the results of any benchmarking or performance testing, and/or compatibility analysis of the Licensed Software without SVT’s prior written consent.

3. Delivery; Updates.

(a) Within seven (7) days from the Effective Date (or, if the License Start Date is later than the Effective Date, by the License Start Date), SVT or its designee will deliver to Client

(i) a copy of the Documentation and (ii) an installation package containing the Licensed Software.

(b) SVT or its designee will provide Updates to Client. Client will be responsible for installing all Updates as soon as reasonably practicable after receipt of the same.

(c) If Client wishes to add any additional SOFTBOTS made available by SVT to this Agreement or wishes to cease using one of the connectors identified on the Order Form for another connector made available by SVT, Client will provide written notice thereof to SVT and the Parties may mutually agree in writing to update the Order Form in connection therewith. The license fees will be adjusted accordingly if any such connectors are added.

4. Fees.

(a) License Fee. Client will pay to SVT the license fees set forth in the Order Form, in accordance with the terms and conditions set forth therein and herein. Unless otherwise set forth in the Order Form, the first installment of the license fees will be due and payable in accordance with SVT’s payment instructions on the Effective Date or, if the License Start Date is later, at least thirty (30) days’ prior to the License Start Date. Thereafter, unless otherwise set forth in the Order Form, Client will pay each invoice within thirty

(30) days of the date of such invoice. Client will be deemed to have agreed to pay any invoices that have not been objected in good faith within fourteen (14) days of receipt of such invoice. Client will pay all fees in U.S. Dollars.

(b) Taxes. Client will be responsible for the payment of all sales, use, personal property or other taxes arising from or relating to the License or Client’s possession and use of the SVT Technology, other than taxes based on or measured by SVT’s net income. Client will pay such taxes directly or, if SVT pays or is required to pay any such taxes, Client will promptly reimburse SVT therefor.

(c) Finance Charge. Any payment not made when due hereunder will be subject to a finance charge in the amount of one and one-half percent (1.5%) for each month or part of a month that payment is overdue by thirty (30) or more days, but not greater than the highest rate of interest allowed by applicable law, however, nothing herein will limit SVT’s right to terminate this Agreement under Section 9(b) hereof.

(d) Costs of Collection. In the event that SVT retains a collection agent or undertakes legal action to collect amounts not paid by Client when due under these Software License Terms and Conditions, Client will reimburse SVT for all reasonable costs incurred (including reasonable attorneys’ fees) in collecting past due amounts.

5. Other Obligations of Client.

(a) Installation, Maintenance and Other Services. Except as otherwise provided in the Services Terms and Conditions, Client will be solely responsible for its installation and use of the Licensed Software, and SVT will have no obligation or responsibility with respect thereto.

(b) Recordkeeping and Access. Client agrees to maintain reasonable records with respect to its installation and use of the Licensed Software, including without limitation records identifying the computer, server or other device on which the Licensed Software is installed from time to time and identifying all individuals having access to the Licensed Software, and to retain all such records for a period of at least three (3) years from the date of their creation. Client will make such records and the computer, server or other device on which the Licensed Software is installed available for inspection by SVT or its representatives at any time during normal business hours upon request. Client will promptly pay SVT additional license fees at SVT’s then-current rates, and related finance charges as provided in Section 4(c), for any reproduction, installation, use or distribution of the SVT Technology in excess of the rights conferred under the License. Client will also pay SVT its expenses for any such inspection which discloses underpayment of amounts due to SVT greater than ten percent (10%) of the license fees payable under the Order Form.

(c) Export Control Compliance. Client understands that the SVT Technology and the information contained therein are subject to restrictions on export under the Export Administration Regulations of the U.S. Bureau of Export Administration, in addition to restrictions imposed by this Agreement. Client agrees to comply with all such restrictions at all times.

(d) Notice of Certain Events. Client agrees to give prompt written notice to SVT if at any time Client becomes aware that any person has received, used, accessed or had access to any SVT Proprietary Information in violation of SVT’s rights therein.

6. Warranties.

(a) Each of SVT and Client warrants to the other that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement. SVT warrants that, to the best of SVT’s knowledge, it has sufficient right and authority to grant to Client all licenses and rights granted under this Agreement.

(b) SVT further grants to Client a limited warranty that it will use commercially reasonable efforts to ensure that the Licensed Software (i) is provided free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs and (ii) incorporates security features reflecting the requirements of good industry practice.

(c) The warranties contained in Section 6(b) are subject to the following qualifications:

(i) SVT does not warrant that the Licensed Software will meet the Client’s requirements or expectations, or that the Licensed Software will operate uninterrupted or error-free, or that any or all Licensed Software errors will be corrected or are correctable.

(ii) Client acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, SVT gives no warranty or representation that the Licensed Software will be entirely secure.

(iii) Client acknowledges that the Licensed Software is only designed to be compatible with software specified in the Documentation; and SVT does not warrant or represent that the Licensed Software will be compatible with any other software.

(iv) Client acknowledges that any Open Source Software provided by SVT is provided “as is” and expressly subject to the disclaimer in Section 6(e).

(d) For any breach of the warranty contained in this section, Client’s sole and exclusive remedy, and SVT’s entire liability and obligation will be, at SVT’s election, to repair or replace the Licensed Software, or if SVT is unable to repair or replace the Licensed Software after using commercially reasonable efforts, to refund to Client the amount of the license fees actually paid which relate pro-rata to the remaining period of the then-current term.

(e) OTHER THAN AS EXPRESSLY SET FORTH ABOVE, SVT DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CLIENT OR ANY OTHER PARTY WITH RESPECT TO THE LICENSED SOFTWARE OR ANY SERVICES PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.

7. Indemnification.

(a) By SVT. SVT will defend or settle any third-party claim, suit or proceeding (“Claim”) brought against Client based upon a claim that Client’s use of the Licensed Software as permitted under this Agreement constitutes an infringement of any existing and valid U.S. copyright, patent, trademark or trade secret in the United States. Subject to Client’s compliance with Section 7(c), SVT will pay all liabilities, damages, losses, costs and expenses awarded by a court of competent jurisdiction against Client in such Claim or amounts payable pursuant to a settlement agreed to by SVT, but will not be responsible for any cost, expense or compromise incurred or made by Client without SVT’s prior written consent or for any lost profits or other damage or loss suffered by Client. Notwithstanding the foregoing, the foregoing defense and indemnity obligations will not apply to any Claim based upon or arising from (i) use of the Licensed Software in a manner for which it was not designed or not in accordance with applicable Documentation, (ii) any modification of the Licensed Software by any party other than SVT, (iii) any use of the Licensed Software in combination with hardware or software not provided or authorized by SVT, or (iv) use of the Licensed Software, when use of a subsequent Update which SVT has made commercially available would have avoided such infringement.

(b) By Client. Except with respect to matters for which SVT is liable pursuant to Section 7(a), Client hereby agrees to indemnify SVT and its affiliates, its SVTs, and its SVTs’ affiliates (“SVT Indemnitees”), and hold it and them harmless, against any liabilities, damages, losses, costs and expenses that may be suffered by SVT Indemnitees, and any Claims that may be made against any SVT Indemnitee by any Person, as a direct or indirect result of the use by Client of the SVT Technology, or of any breach of this Agreement by Client. Subject to SVT’s compliance with Section 7(c), Client will pay all liabilities, damages, losses, costs and expenses awarded by a court of competent jurisdiction against such SVT Indemnitee in such Claim or amounts payable pursuant to a settlement agreed to by Client, but will not be responsible for any cost, expense or compromise incurred or made by such SVT Indemnitee without Client’s prior written consent or for any lost profits or other damage or loss suffered by Client.

(c) Procedure. If a Party (the “Indemnified Party“) becomes aware of any Claim for which it believes it should be indemnified or defended under Section 7(a) or Section 7(b), as applicable, by the other Party (the “Indemnifying Party“), such the Indemnified Party will give the Indemnifying Party prompt written notice of such Claim. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Claim with counsel of its own choosing. Any compromise or settlement of an Claim will require the prior written consent of both Parties, such consent not to be unreasonably withheld, conditioned or delayed.

(d) Additional Infringement Remedy. If any Licensed Software is in the opinion of SVT likely to, or does, become the subject of a claim of infringement, SVT may, at its sole option, procure for Client the right to continue using such Licensed Software, modify the affected Licensed Software to become non-infringing, or replace it with non-infringing Licensed Software. If SVT is not reasonably able to so modify or replace the Licensed Software or otherwise secure for Client the right to continue using the Licensed Software, SVT may terminate this Agreement and, upon return to it of all copies of the Licensed Software and Documentation licensed hereunder, refund to Client the amount of the license fees actually paid which relate pro-rata to the remaining period of the then-current term.

(e) Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, SVT’S, ITS AFFILIATES’,  AND  THEIR  LICENSORS’ SOLE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, FOR ANY BREACH OF WARRANTY OR OTHER MATTER ARISING UNDER OR RELATED TO THIS AGREEMENT WILL BE THE REMEDIES AVAILABLE PURSUANT TO SVT’S WARRANTY IN SECTION 5(d). SVT’S (INCLUDING ITS AFFILIATES’ AND ITS LICENSORS’) MAXIMUM TOTAL LIABILITY FOR ALL MATTERS ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO THE AMOUNT PAID BY CLIENT TO SVT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. IN ANY EVENT, SVT (INCLUDING ITS AFFILIATES AND ITS SVTS) WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE LOSS OR CORRUPTION OF ANY CLIENT DATA, DATABASE OR SOFTWARE, EVEN IF SVT, ITS AFFILIATES OR ITS SVTS WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

8. Proprietary Rights and Confidentiality.

(a) Proprietary Rights. As between SVT and Client, the SVT Technology and all proprietary rights therein, including, without limitation, any and all intellectual property rights with respect to any of the SVT Technology, and all improvements, enhancements or modifications thereto, or derivatives thereof, are and will be and remain at all times the property of SVT, and Client will have no right, title or interest therein except as expressly provided herein.

(b) Confidentiality.

(i) For purposes hereof, “SVT Proprietary Information” will mean the SVT Technology and any and all information with respect thereto, and any other information that is disclosed or made available by SVT to Client under or in connection with this Agreement; provided that “SVT Proprietary Information” will not include any such information that Client can show (A) is generally known to the public or in the trade, or becomes so generally known, without breach of this Agreement or applicable law by Client; (B) has been known to Client prior to its disclosure by SVT hereunder directly or indirectly from a source other than one having an obligation of confidentiality to the SVT and without violation of applicable law; or (C) is lawfully disclosed to Client without restriction of confidentiality by a third party who is not in breach of an obligation of confidentiality to SVT in making such disclosure.

(ii) Client acknowledges that the SVT Proprietary Information constitutes trade secrets and proprietary information of great value to SVT. Client will keep strictly confidential and will not directly or indirectly disclose, divulge or make available, or permit to be disclosed, divulged or made available, to any third Person the SVT Proprietary Information and all copies or physical embodiments thereof in its possession and will limit access to the SVT Proprietary Information to those of its personnel who (A) have a demonstrable need for such access in connection with Client’s use of the Licensed Software as permitted by this Agreement and (B) have executed written confidentiality agreements establishing protection for the SVT Proprietary Information no less restrictive than the provisions of this Section 8(b).

(iii) Client will not directly or indirectly seek to reverse engineer, reverse assemble or decompile any part of the SVT Proprietary Information in an attempt to discover any of the proprietary algorithms or techniques or other trade secrets of SVT embodied therein or used in the development thereof, and Client will not permit any of its personnel or customers or any other person to do so.

(iv) Client will not use any part of the SVT Proprietary Information in any manner other than as expressly authorized under this Agreement or otherwise in writing by SVT.

(v) Client will secure and protect the SVT Proprietary Information and any and all copies thereof in its possession through security measures at least as protective as those used by Client to maintain the security of its own proprietary source code and information of a similar nature and value, and in any event no less than a commercially reasonable degree of security.

9. Term and Termination.

(a) Term. This Agreement will commence on the Effective Date and extend until the end of the Initial Term, at which point this Agreement will automatically renew for subsequent periods of equal duration to the License Term (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless either Party provides written notice to the other party of its intent to not renew this Agreement at least sixty (60) days’ prior to the end of the then-current term.

(b) Termination by SVT. SVT may terminate this Agreement by written notice to Client, in the event of the occurrence of any of the following: (i) Client violates the confidentiality provisions of Section 8(b) of these Software License Terms and Conditions, or uses, reproduces, distributes or sublicenses any of the Licensed Software or the Documentation in any manner not authorized by the License granted herein; (ii) Client fails to observe or perform any term or condition of this Agreement, including any term or condition under the Services Terms and Conditions (other than as set forth in clause (i)) and does not cure such failure within thirty (30) days after written demand by SVT; or

(iii) Client makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws, or if a petition in bankruptcy is filed against Client and is not dismissed within thirty (30) days after the filing, or if a receiver or trustee is appointed for all or any part of the property or assets of Client.

(c) Termination by Client. Client may terminate this Agreement by written notice to SVT, if SVT fails to observe or perform any term or condition of this Agreement and does not cure such failure within thirty (30) days after written demand by Client.

(d) Rights and Obligations on Termination. Upon the expiration or termination of this Agreement, the License granted under this Agreement will terminate, and Client will immediately cease all use of the SVT Technology and, at SVT’s option, return to SVT all copies, notes, memoranda and other tangible embodiments of SVT Proprietary Information in its possession or under its control, or destroy all such tangible embodiments and certify such destruction in writing to SVT. Upon the expiration or termination of this Agreement, all rights and obligations of the Parties under these Software License Terms and Conditions will cease, except that the following Sections will survive: Sections 1, 4, 5(b), 7, 8, 9(d),and 10 of these Software License Terms and Conditions. The termination of this Agreement or any license will not limit either Party from pursuing any other remedies available to it, including injunctive relief.

10. General. This Agreement, contains the entire understanding of the Parties about the subject matter hereof, and it supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. In the event of a conflict between any term or condition of these Software License Terms and Conditions and the Order Form, the applicable term or condition set forth in the Order Form will govern. This Agreement may not be amended or modified, in whole or part, except by a writing signed by duly authorized representative of both Parties. No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the Party making the waiver. Any such waiver will be narrowly construed to apply only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Nothing in this Agreement will be construed to place SVT and Client in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. Neither Party may assign or transfer this Agreement in whole or in part without the prior written consent of the other Party, except that either Party may assign or transfer this Agreement in its entirety without the written consent of the other Party to a corporation or other business entity succeeding to all or substantially all the assets and business of the assigning Party by merger, purchase or otherwise. Any attempted assignment, delegation or transfer by a Party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and permitted assigns. In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, to the extent consistent with the intent of the Parties as of the Effective Date. If any provision or part of this Agreement will, to any extent, be or become invalid, illegal or unenforceable, the remainder of this Agreement will continue in effect, and every other provision of this Agreement will remain valid and enforceable to the full extent permitted by applicable law. All notices under or related to this Agreement will be in writing and will reference this Agreement. Notices will be deemed given when: (i) delivered personally; (ii) sent by confirmed telecopy or other electronic means; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth on the Order Form or such other addresses designated pursuant to this Section 10. Neither Party will be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (other than Client’s obligations to make payments to SVT as required hereunder) if such delay or failure result from a Force Majeure Event affecting such Party. In such circumstances the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. Client agrees that its name and any logo may be included by SVT in any published list of SVT’s licensees on its and in its other marketing materials. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, and specifically excluding from application to this Agreement the United Nations Convention on the International Sale of Goods. Any legal proceedings under or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. Each Party submits to the personal jurisdiction of, and waives any objection against jurisdiction by, such courts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which will constitute but one and the same instrument. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns; nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.