AI Generated American Software License Agreement
PDF & Word - 2026 Updated

This Software License Agreement (the "Agreement") is entered into as of 2024-01-15 (the "Effective Date") by and between Tech Innovations Inc., a Delaware corporation with its principal place of business at 123 Innovation Drive, Suite 400, Austin, TX 78701 (the "Licensor"), and [Licensee Legal Name], a [jurisdiction and type of entity] with its principal place of business at [Licensee Address] (the "Licensee").

The Licensor is a software development company founded in 2010 specializing in enterprise solutions for data management and analytics.

The software known as DataSync Pro is a comprehensive data integration platform that enables seamless synchronization of data across multiple cloud services, on-premise databases, and APIs, featuring real-time processing, advanced encryption for security, customizable workflows, and reporting tools.

The Licensor is the sole owner of the software, having developed it entirely in-house using proprietary technologies and intellectual property, with all copyrights, patents, and trade secrets related to the software exclusively held by the Licensor.

The primary purpose of granting this software license is to allow the Licensee to integrate and utilize DataSync Pro within their internal operations to streamline data workflows, improve efficiency, and support business growth without transferring ownership of the underlying intellectual property.

For the purposes of this Agreement the following terms shall have the meanings set forth below.

Subject to the terms and conditions of this Agreement, including payment of all applicable fees, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (as defined in Section 11) to use DataSync Pro solely for Licensee's internal business purposes. This license does not include any right to commercial distribution, sale, sublicensing, or use by third parties.

The license granted herein is limited to the scope expressly set forth in this Section 3 and does not grant Licensee any rights to the software's source code unless separately agreed in writing. Any use beyond the scope requires prior written consent from Licensor.

The Licensee shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software; (b) modify, adapt, create derivative works from, or translate the software; (c) rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer the software or any rights therein; or (d) remove, alter, or obscure any proprietary notices on the software.

The Licensee may make a reasonable number of copies of the software solely for backup and archival purposes for internal use, provided all copies include all original proprietary notices.

The Licensee shall comply with all applicable U.S. export control and economic sanctions laws.

The Licensee shall pay to the Licensor an upfront license fee of $5,000 upon execution of this Agreement. If applicable, Licensee shall also pay annual support and maintenance fees as set forth in Exhibit A.

The Licensee shall be responsible for all taxes associated with the payments made under this Agreement, excluding taxes based on Licensor's net income. Late payments shall accrue interest at 1.5% per month or the maximum rate permitted by law.

As between the parties, Licensor retains all right, title, and interest in and to DataSync Pro, including all intellectual property rights therein. Except for the limited license granted in Section 3, no other rights are granted to Licensee.

The software does not include any third-party components, libraries, or open-source materials except as expressly disclosed in Exhibit B.

Any suggestions, ideas, or feedback provided by Licensee regarding the software shall be considered Licensor's Confidential Information, and Licensee hereby assigns all right, title, and interest in such feedback to Licensor.

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without the prior written consent of the disclosing party. The receiving party shall use the Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The confidentiality obligations shall survive for five (5) years after disclosure or termination of this Agreement, except with respect to trade secrets, which shall survive for as long as they remain trade secrets under applicable law.

Licensor warrants that for a period of ninety (90) days from the Effective Date (the "Warranty Period"), the software, when used in accordance with the documentation, will substantially conform to the specifications set forth in the documentation. Licensor's sole obligation and Licensee's exclusive remedy for breach of this warranty is for Licensor to, at its option, repair or replace the non-conforming software or refund the license fees paid for the software.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SOFTWARE IS PROVIDED "AS IS." LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT IT WILL MEET LICENSEE'S REQUIREMENTS.

This warranty does not apply to any defects caused by misuse, unauthorized modification, or use of the software in violation of this Agreement.

Licensor shall indemnify, defend, and hold harmless Licensee from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from any claim that the software, when used in accordance with this Agreement and the documentation, infringes any U.S. patent, copyright, or trade secret (an "IP Claim").

Licensee shall indemnify, defend, and hold harmless Licensor from and against any claims, damages, liabilities, and expenses arising from: (a) Licensee's use of the software in violation of this Agreement; (b) any modification of the software by Licensee; or (c) any claim that Licensee's data or use of the software with Licensee's other products or services infringes any intellectual property rights.

The indemnified party shall promptly notify the indemnifying party in writing of any claim and provide reasonable cooperation in the defense. The indemnifying party shall have sole control over the defense and settlement of the claim, provided that no settlement shall require the indemnified party to admit liability or pay any amount without its prior written consent.

If the software is subject to an IP Claim, Licensor may, at its option: (a) procure the right for Licensee to continue using the software; (b) replace or modify the software to make it non-infringing; or (c) terminate the license and refund a pro-rata portion of the license fees paid.

IN NO EVENT SHALL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations in this Section 10 shall not apply to: (a) a party's indemnification obligations; (b) liability for death or personal injury caused by negligence; (c) gross negligence or willful misconduct; or (d) infringement of the other party's intellectual property rights.

This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year (the "Initial Term"). Thereafter, it shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term (collectively, the "Term").

Either party may terminate this Agreement: (a) for the other party's material breach, if such breach is not cured within thirty (30) days after written notice; or (b) immediately upon notice if the other party becomes insolvent, files for bankruptcy, or ceases business operations.

Licensor may also terminate this Agreement immediately upon notice if Licensee fails to pay any fees when due or breaches any license restrictions in Section 4.

Upon termination or expiration of this Agreement for any reason: (a) Licensee shall immediately cease all use of the software and destroy or return all copies to Licensor; (b) any amounts owed by Licensee to Licensor shall become immediately due; and (c) the provisions of this Agreement that by their nature are intended to survive (including Sections 6, 7, 9, 10, 12, 16, 17, and 22.4) shall survive.

Within thirty (30) days after termination, upon Licensee's request, Licensor shall return or securely delete any of Licensee's data in its possession, and certify such return or deletion in writing.

During the Term, provided Licensee has paid all applicable support and maintenance fees, Licensor shall provide technical support and software updates as described in Exhibit A (Support and Maintenance SLA). Exhibit A includes service level commitments, response times, and available support tiers.

Support is limited to the then-current version of the software and the immediately preceding version for a period of six (6) months after release of the current version.

Licensor or its designee may audit Licensee's use of the software upon thirty (30) days' written notice, during Licensee's normal business hours, no more than once per calendar year. Such audits shall be at Licensor's expense unless the audit reveals material non-compliance, in which case Licensee shall reimburse Licensor for its reasonable audit costs.

Licensee shall maintain accurate records of its use of the software for at least two (2) years and shall make such records available for audit.

Neither party may assign or transfer this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Any attempted assignment without consent shall be null and void.

Notwithstanding the foregoing, either party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assigning party provides prompt written notice to the other party and the assignee agrees in writing to be bound by this Agreement.

Each party shall comply with all applicable data protection laws, including the California Consumer Privacy Act (CCPA) and, if applicable, the General Data Protection Regulation (GDPR). Licensor shall process any Personal Information provided by Licensee solely as a service provider on behalf of Licensee and in accordance with Licensee's documented instructions.

Licensor shall implement and maintain appropriate administrative, technical, and physical safeguards to protect Personal Information from unauthorized access, use, or disclosure. In the event of a security breach affecting Personal Information, Licensor shall notify Licensee without undue delay and cooperate in any required notifications or remediation.

To the extent GDPR applies, the parties shall enter into the EU Standard Contractual Clauses as a data transfer mechanism for any transfers of Personal Information outside the EEA.