End-User Software License Agreement (EULA)
Superior Mobile Field Service Management Solutions for Mobile Workforce Performance Since 2002
In consideration of the mutual promises and covenants contained herein, FieldConnect and Customer agree as follows:
- License. Subject to the terms and conditions hereof, FieldConnect grants to Customer (and its bona fide employees and agents) a non-exclusive and non-transferable license to use this software, which may include customized software created by FieldConnect (collectively the “FieldConnect Software”) and the related written materials (“Documentation”) solely for Customer’s internal business purposes on a specific, designated central processing unit and, if applicable, on handheld computers or laptop computers. The FieldConnect Software will be used solely in the United States, unless both Customer and FieldConnect agree in writing to other locations. Except where the context requires otherwise, FieldConnect Software includes any update, upgrade, bug fix, patch, or other release that your rightfully receive under a support agreement or otherwise.
- Title; Protection; Non-Disclosure. The FieldConnect Software and Documentation is owned by and is the valuable, exclusive property and trade secret and copyrighted material of FieldConnect. Customer acknowledges that the FieldConnect Software and Documentation may be protected by copyright, patent and other laws of the United States and other countries and that the FieldConnect Software and the Documentation in all forms are the sole property of FieldConnect and Customer shall at all times retain all serial numbers, logos, copyright notices and other marks or notices affixed or attached to them by FieldConnect. Customer shall not copy, modify, reproduce, reverse engineer, disassemble, decompile, unencrypt or transmit, or disclose to any third party, by any means or in any form, the FieldConnect Software or Documentation or any part thereof, or permit any other party to do so, without the prior written consent by FieldConnect.
- Effectiveness. This Agreement and the license herein shall not be effective unless and until it is executed by an authorized representative of FieldConnect. RESELLERS OF FIELDCONNECT ARE NOT AUTHORIZED TO EXECUTE THIS AGREEMENT.
- Limited Warranty; Support. For the period of 90 days from the Agreement Date (“Warranty Period”), FieldConnect warrants that the FieldConnect Software shall materially conform to FieldConnect’s specifications and functional descriptions therefor. During the Warranty Period, FieldConnect shall, in good faith, endeavor to correct any material programming errors or defects in the FieldConnect Software, which Customer reports, in writing, to FieldConnect. Except for such limited warranty, FieldConnect provides the FieldConnect Software and all other items to Customer AS IS, WHERE IS AND WITHOUT WARRANTY OF ANY KIND. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED BY FIELDCONNECT HEREIN, FIELDCONNECT MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE FIELCONNECT SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT RESTRICTED TO, THE IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, AND MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
FieldConnect shall offer maintenance and support for the FieldConnect Software to Customer pursuant to the terms and conditions and at the rates of a separate Software Support Agreement.
- Term; Termination. The license granted herein shall be effective as of the Agreement Date and shall remain in force until terminated as provided herein. FieldConnect may terminate this Agreement and the license herein immediately without prior notice to Customer upon the occurrence of one or more of the following: (i) breach by Customer of any term of this Agreement; (ii) commencement of a bankruptcy proceeding by or against or dissolution of Customer; (iii) assignment by Customer for the benefit of creditors; or (iv) appointment of a receiver for Customer’s property. Customer agrees to pay reasonable attorneys’ fees and legal costs incurred by FieldConnect, to the maximum extent permitted by law, in enforcing this Agreement after a breach by Customer or a termination for any reason. Upon termination of this Agreement, Customer agrees to promptly return to FieldConnect all of the FieldConnect Software and Documentation, including all copies thereof in any form, and to render unusable all FieldConnect Software in any storage apparatus under its control. Within seven (7) days after termination of this Agreement, Customer shall provide to FieldConnect a written statement in a form acceptable to FieldConnect that Customer has fully complied with the terms of this Section 5.
- Remedies. In the event of any breach by Customer of its obligations under this Agreement, FieldConnect shall be entitled to all remedies they may have at law or in equity (including, without limitation and without the need to wait until the expiration of any grace period, immediate injunctive or other equitable relief since such breach, if not restrained, would result in irreparable harm to FieldConnect for which damages would be an inadequate remedy). All remedies available to FieldConnect are cumulative, and FieldConnect’s exercise of one or more remedies shall not impair their respective right to exercise any other remedy.
- Limitation of Liability. IN NO EVENT SHALL FIELDCONNECT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE FIELDCONNECT SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, LOSS OF GOODWILL, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, EVEN IF FIELDCONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE. FIELDCONNECT’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE NO MORE THAN THE TOTAL FEES PAID UNDER THIS LICENSE. IN NO EVENT, SHALL FIELDCONNECT’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- No Assignment. This Agreement and all rights hereunder may not be assigned, sold, or otherwise transferred in whole or in part by Customer without the prior written approval of FieldConnect. FieldConnect may condition its consent upon the payment of fees.
- General. This Agreement supersedes all prior communications and agreements between the parties relating to the subject matter of this Agreement and constitutes the full understanding between the parties with respect thereto. No waiver of any provisions of this Agreement or of any breach and no modification or supplement hereto shall be binding, unless in writing and signed by FieldConnect’s and Customer’s authorized representatives and no waiver shall apply to any subsequent breach of the same or similar provision. If any provision of this Agreement shall be held invalid or unenforceable, the remaining provisions shall not be affected thereby.
- Contract Interpretation; Jurisdiction. This Agreement shall be governed in all aspects, including validity, interpretation and effect, by the internal laws of the United States and the State of California. Any action or proceeding brought by either party against the other arising out of correlated to this Agreement shall be brought in a court of competent jurisdiction located in the State of California, County of Orange, United States of America, and each party hereby submits to the in personal jurisdiction of such courts for purposes of any such action or proceeding. The prevailing party shall be entitled to attorney fees and court costs.
Questions or comments about this license should be directed in writing to the following:
13 Corporate Plaza Drive, Suite 203
Newport Beach, CA 92660