Suggested Minimum Terms and Conditions – ECLA
Reference is made to the Online OEM Agreement (“OOA”), including its Exhibits, amendments, addendums, Ordering Documents, and/or any other documents incorporated herein by reference (collectively, the “Agreement”).
Pursuant to Section 2.2 of the OOA, the End-Customer License Agreement (“ECLA”) between Partner and their End-Customers will include the following suggested minimum terms:
1.1 Terms and conditions at least as restrictive and protective as the terms of this Agreement, including:
(a) Defined terms, as set forth in Exhibit A of the OOA (as applicable);
(b) License rights as follows: Subject to the terms and conditions of this Agreement, during the Term of this Agreement, and on-going payment of license fees, Partner grants End-Customer a limited, non-transferable, non-exclusive license to use the Licensed Application only as a software-as-service (“Saas”) solution;
(c) Restrictions on Use, as set forth in Section 2.3 of the OOA (as applicable);
(d) Qrvey Intellectual Property Rights, as set forth in Section 9.1 of the OOA;
(e) Confidentiality, as set forth in Section 10 of the OOA;
(f) Warranties and disclaimers, as set forth in Sections 11.1 and 11.7 of the OOA;
(g) Indemnification by Partner, as set forth in Sections 12.1 of the OOA;
(h) Indemnity Procedures, as set forth in Section 12.4 of the OOA;
(i) Limitation of Liability, as set forth in Section 13 of the OOA;
(j) Termination, as set forth in Sections 14.2 and 14.3 of the OOA; and
(k) Foreign Corrupt Practices Act, as set forth in Section 15 of the OOA.
1.2 Federal Government License provision: Partner shall in all proposals and agreements with the United States government or any contractor of the United States government identify and license the Software, as embedded into Partner Applications, as follows: (i) for acquisition by or on behalf of civilian agencies, as necessary to obtain protection as “commercial computer software” and related documentation in accordance with the terms of this ECLA, as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successor regulations; or (ii) for acquisition by or on behalf of units of the Department of Defense, as necessary to obtain protection as “commercial computer software” as defined in 48 C.F.R. 252-227-7014)(a)(1) of the Department of Defense Federal Acquisition Regulation Supplement (DFARS) and related documentation in accordance with the terms of this ECLA, as specified in 48 C.F.R. 227.7202-1 of DFARS and its successor regulations.
1.3 Upon termination of the Agreement between Qrvey and Partner, the ECLA between Partner and End-Customers shall terminate.
1.4 Requirement that the following clauses will survive termination of the ECLA: intellectual property rights, confidentiality, warranties and disclaimers, indemnification, limitation of liability, compliance with laws, governing law, and any other terms that by their nature would survive termination; and
1.5 Requirement that Qrvey is an intended third party beneficiary with respect to the Qrvey Software, and Qrvey shall have the right to enforce their rights in the Qrvey Software against End-Customers.