Software Licence Agreement

‍THIS AGREEMENT is made between:

LinkResQ Limited trading as calQrisk, registered office at 2C Western Business Park, Shannon, Co. Clare, Ireland ('the Licensor')

and

[Organisation Name] ('the Licensee')

Purpose

The Licensee acquires the right to use calQrisk, a risk management information system software owned by the Licensor. The Licensor provides maintenance and support services in accordance with the terms below.

1. Software Licence

  • The licence runs from an agreed start date for one year and automatically renews annually upon payment of the licence fee
  • The scope can be altered by mutual written agreement if additional users or modules are required
  • Software licences are purchased as user subscriptions and may be accessed by no more than the specified number of users
  • Additional user subscriptions may be added during the subscription term at prorated pricing

2. Use of the Software

Licensor Responsibilities:

  • Provide maintenance and support for the software
  • Process the Licensee's data only as instructed or as required by Irish/EU law
  • Advise of all updates and upgrades
  • Use appropriate security measures to safeguard data
  • Inform of data breaches without undue delay
  • Assist with data protection obligations

Licensee Responsibilities:

  • Ensure users comply with this agreement
  • Ensure data accuracy, quality and legality
  • Prevent unauthorised access to the software
  • Use appropriate security measures for data
  • Use the software only according to the user guide

Licensee shall not:

  • Make the software available to non-users
  • Sell, resell, rent or lease the software
  • Store or transmit unlawful material
  • Store or transmit malicious code

3. Maintenance and Support

The Licensor provides:

  • Necessary maintenance to keep the software in good working order
  • Repairs for defects and errors
  • Correction of bugs and errors

4. Grant of Licence

  • Non-exclusive, non-transferable licence to use the software
  • The Licensee may terminate with 90 days written notice (subject to minimum term)
  • All outstanding fees must be paid upon termination

5. Privacy and Data Protection

The Licensor processes personal data as follows:

  • User names, usernames and email addresses are collected for service provision and support
  • Contact person details are used for correspondence
  • Data is accessible by approved Licensor personnel
  • Personal data will not be transferred to non-EU countries
  • Any other personal data in the software is processed by the Licensee at its own discretion

6. Fees and Payment

  • Fees are based on licences purchased, not actual usage
  • Payment obligations are non-cancellable and fees are non-refundable
  • Annual licence fee payable within 15 days of agreement execution or new purchase order
  • Maintenance and support services are included in licence fees
  • If payment is 30+ days overdue, the Licensor may suspend the licence after 7 days notice
  • Suspension rights do not apply if the Licensee is disputing charges in good faith

7. Warranties and Limitation of Liability

The Licensor warrants:

  • It is entitled to grant this licence
  • It owns the intellectual property rights in the software
  • The software is developed to high industry standards
  • The software performs substantially according to specifications

Warranties do not apply if defects result from:

  • Incorrect use or corruption of the software
  • Unauthorised modification
  • Use with incompatible software or equipment

The Licensor:

  • Disclaims all other warranties, express or implied
  • Makes no warranty that the software is error-free or that use will be uninterrupted
  • Shall not be liable for consequential, incidental or indirect damages, including lost profits, loss of data, or business interruption

8. Intellectual Property Rights

  • All proprietary rights in the software remain with the Licensor
  • This agreement provides only a limited licence of use
  • The software and documentation remain the sole property of the Licensor
  • The Licensee must not alter intellectual property notices
  • The Licensee must inform the Licensor within 7 days of any infringement by third parties
  • The Licensor will defend against third-party infringement claims
  • The Licensor acquires no rights to the Licensee's data

9. Restrictions

The Licensee shall not:

  • Translate, adapt, modify, decompile or reverse engineer the software
  • Permit third-party access except as permitted
  • Create derivative works except as authorised
  • Copy, frame or mirror the software beyond internal business purposes
  • Access the software to build competitive products or copy features

10. Confidentiality

Confidential Information includes:

  • The Licensee's data
  • The Licensor's software
  • Terms of this agreement
  • Business plans, technical information, and product designs

Parties must:

  • Use reasonable care to protect confidential information
  • Limit access to employees, contractors and agents who need it
  • Not disclose agreement terms without prior written consent
  • Provide notice if compelled by law to disclose

11. Term and Termination

  • Agreement continues until all subscriptions expire or are terminated
  • Either party may terminate for cause with 30 days written notice of material breach
  • Upon termination by Licensee, prepaid fees for remaining term will be refunded
  • Upon termination by Licensor, Licensee pays any unpaid fees for remaining term
  • The Licensor will retain data for 3 months after termination unless instructed otherwise

12. Sub-Contractors

The Licensor may use sub-contractors for maintenance and support services but remains fully responsible. The Licensee will be notified of proposed changes.

13. Force Majeure

Neither party is liable for delays beyond their reasonable control, except for non-payment of fees.

14. Governing Law

This agreement is governed by the laws of the Republic of Ireland and the European Union.

15. Notices

Written notices should be sent to:

LinkResQ Limited trading as calQrisk
2C Western Business Park
Shannon, Co. Clare
Ireland

Notices are deemed received 48 hours from posting (excluding weekends and public holidays).

Support Information

Telephone Support: +353-61-477888
Email Support: helpdesk@calqrisk.com
Hours: Monday – Friday, 9:00am – 5:00pm
Service Level: 99% uptime between 8:00am-6:00pm Mon-Fri. All support requests responded to within 1 business day.

For LinkResQ Limited trading as calQrisk
Chris Hanlon, CEO

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