ITNEO - Business Management Software, Services and Support

These terms are an important agreement that may affect your rights. Please read them.

This License Agreement (this "Agreement") is an agreement between ITNEO, Inc., a Texas Corporation, Thomas Crum d/b/a ITNEO, Thomas Crum, or any one of their affiliates (hereinafter "Licensor") and you (“Licensee.”). Please read it thoroughly. These terms apply to all ITNEO products and services (defined as broadly as possible), including, but not limited to development, professional services, consulting, goods, products, services, updates, supplements, Internet-based services, and support services (hereinafter "AUTHORED WORK"), unless other terms accompany those items. If so, those terms apply.

BY USING THE AUTHORED WORK, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE AUTHORED WORK.

In the Agreement, the party who is granting the right to use the licensed property will be referred to as "Licensor," and the party who is receiving the right to use the licensed property will be referred to as "Licensee."

The parties agree as follows:

1. GRANT OF LICENSE. Licensor owns Inventions and Intellectual Property contained within the delivered Software Application (the "Authored Work"). In accordance with this Agreement, Licensor grants Licensee a non-exclusive license to use the Authored Work as covered under the Licensed Property. Licensor retains title and ownership of the Authored Work

2. PAYMENT OF FEES. Licensee will pay to Licensor a fee which shall be calculated as follows:

For a 1 YEAR LICENSE 20% OF THE COST OF THE AUTHORED WORK PER YEAR IN ADDITION TO THE COST OF THE AUTHORED WORK.
For a 3 YEAR LICENSE 15% OF THE COST OF THE AUTHORED WORK PER YEAR IN ADDITION TO THE COST OF THE AUTHORED WORK.
For a 5 YEAR LICENSE 10% OF THE COST OF THE AUTHORED WORK PER YEAR IN ADDITION TO THE COST OF THE AUTHORED WORK.

AUTHORED WORK value is determined by the greater of the actual and cumulative price paid by Licensee for the Authored Work, or the current MARKET VALUE of the Authored Work, whichever is greater. Once per 365 days, either party may request a current Market Value appraisal and Licensor shall, in its sole discretion, hire an independent Market Value appraisal of the AUTHORED WORK. Appraisal shall include all factors that may contribute to the value of the software, including its value to the Parties. The Parties will cooperate and not unreasonably withhold information requested by appraiser. If the current Market Value appraisal returned is less than the current MARKET VALUE assigned by Licensor, the requesting party shall bear all costs associated with appraisal.

Payment of the fee is due upon acceptance of this Agreement and prior to the development of the Authored Work. The Licensee shall be responsible for all taxes associated with this Agreement.

3. MODIFICATIONS. Unless the prior written approval of Licensor is obtained, Licensee may not modify or change the Authored Work in any manner. The Authored Work will be hosted and maintained by the Licensor. Additional fees will apply for hosting services provided by the Licensor. No 3rd Party may access or modify the Authored Work. Any modification to the Authored Work by the Licensee or a 3rd Party will void any warranty and forfeit any support or maintenance provided by the Licensor and is considered to be a breach of this Agreement and will result in the Default thereof

4. ADDITIONAL DEVELOPMENT. New features or functions that require additional work not covered by the Authored Work cost or initially defined will be agreed to by the Licensor and the Licensee in writing. The cost of the Additional Developments will be added to the initial cost and Fee. These costs will be billed by the Licensor at the end of each fiscal quarter or when the sum exceeds $100,000.00. The cost of the Additional Developments will be due 30 days from the date of billing unless otherwise agreed to by the Licensor and Licensee in writing.

5. AUTHORED WORK, SITE LOCATIONS. A Work Site Location is any physical or virtual place where the Authored work is in use. The Authored Work will only be used by the Licensee at its principal place of business.

Additional Work Site Locations may be included by Addendum and agreed in writing by the Licensor. The license granted by this Agreement cannot be transferred to any other location. Use at any location not included here is considered to be a breach of this Agreement and will result in the Default thereof.

6. RENEWAL. The license of this Agreement may be renewed by the Licensee without renegotiation prior to the Termination of this Agreement. The cost of renewal is defined by the fees as outlined in section 2. Payment of Fees. An additional amount of 3% or the CPI for the current term, whichever is greater will be added to the license fee.

7. DEFAULTS. If Licensee fails to abide by the obligations of this Agreement, including the obligation to pay fees when due, Licensor shall have the option to cancel this Agreement by providing 30 days written notice to Licensee. Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.

8. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to Licensor, whether or not owned or developed by Licensor, which is not generally known other than by Licensor, and which Licensee may obtain through any direct or indirect contact with Licensor. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Licensor concerning the business, technology, and information of Licensor and any third party with which Licensor deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

A. "Confidential Information" does not include:

matters of public knowledge that result from disclosure by Licensor;
information rightfully received by Licensee from a third party without a duty of confidentiality;
information independently developed by Licensee;
information disclosed by operation of law;
information disclosed by Licensee with the prior written consent of Licensor;
any other information that both parties agree in writing is not confidential.

9. PROTECTION OF CONFIDENTIAL INFORMATION. Licensee understands and acknowledges that the Confidential Information has been developed or obtained by Licensor by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special and unique asset of Licensor which provides Licensor with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by Licensee of any Confidential Information, Licensee agrees as follows:

A. No Disclosure. Licensee will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Licensor.

B. No Copying/Modifying. Licensee will not copy or modify any Confidential Information without the prior written consent of Licensor.

C. Unauthorized Use. Licensee shall promptly advise Licensor if Licensee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

D. Application to Employees. Licensee shall not disclose any Confidential Information to any employees of Licensee, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Licensor.

10. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

11. WARRANTIES. Neither party makes any warranties with respect to the use, sale, or other transfer of the Authored Work by the other party or by any third party, and Licensee accepts the product "AS IS." In no event will Licensor be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.

12. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, Licensee grants back to Licensor a non-exclusive royalty-free license to use the Authored Work as Licensor sees fit, including for the creation of derivative works; provided, however, this license shall not limit Licensee's rights and public rights under this License.

13. TRANSFER OF RIGHTS. This Agreement shall not be transferred to any party.

14. NON-SOLICITATION. The Licensee or any party affiliated therewith will not hire or enter into any contract with an employee or agent of the Licensor for a period of 36 months from the termination of this Agreement.

15. TERMINATION. This Agreement may be terminated by either party by providing 30 days written notice to the other party. This Agreement shall terminate automatically 5 years after it has been signed by both parties.

16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

17. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

18. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

20. APPLICABLE LAW. Texas law will govern all disputes arising out of or relating to this agreement, these terms, service-specific additional terms, or any related services, regardless of conflict of laws rules. Disputes will be resolved by the arbitration provisions detailed in our Legal and Terms of Use.