End User License Agreement
This End User License Agreement (“Agreement”) is entered into as of the Effective Date set forth below, by and between OmnifiCX, Inc., a Delaware corporation with its principal place of business at 16192 Coastal Highway, Lewes, Delaware 19958, USA (“OmnifiCX,” “Company,” “we,” “us,” or “our”), and you (“Licensee,” “you,” or “your”), whether an individual or a legal entity.
By installing, downloading, accessing, or otherwise using the software or services provided by OmnifiCX (the “Software” as defined below), you agree to be bound by this Agreement. If you do not agree to all terms, do not install, access, or use the Software.
Recitals
WHEREAS, OmnifiCX, Inc. (“OmnifiCX”) is the owner and licensor of certain proprietary software applications and related services (the “Software”);
WHEREAS, Licensee desires to obtain a license to use the Software subject to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Definitions
For purposes of this Agreement:
“Software” means all software products, modules, applications, tools, components, patches, updates, upgrades, bug fixes, enhancements, modifications, improvements, interfaces, connectors, APIs, integrations, and all documentation (user manuals, online help, guides) provided by OmnifiCX under this Agreement.
“Licensee” means the individual or legal entity that has accepted this Agreement, and includes its employees, contractors, agents, subsidiaries, and affiliates, as authorized to use the Software under this Agreement.
“Authorized Use” means use of the Software by Licensee strictly in accordance with the license metrics, scope, purpose, and user limits assigned (device count, users, seats, etc.), and any applicable usage rules, policies, or documentation.
“Territory” means all countries in which the Licensee is authorized to use the Software, subject to any restrictions imposed by export control or other laws.
“Subscription Term” means the period for which the Software (or any part thereof) is licensed to Licensee under a subscription model, as set forth in the order, quote, invoice, or other written agreement between Licensee and OmnifiCX.
“Fees” means the amounts payable by Licensee for the license, subscription, maintenance, support, or other services, as described in the applicable ordering document or OmnifiCX’s published price list.
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of fifty percent (50%) or more of voting securities or other interest having the right to vote for the election of directors or equivalent governing body.
2. Grant Of License And Scope
License Grant:
Subject to Licensee’s compliance with this Agreement (including payment of all Fees), OmnifiCX grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Software via cloud delivery solely for Licensee’s internal business operations during the applicable Subscription Term and only as expressly permitted in the applicable ordering document.
License Metrics And Limits:
Licensee’s right to use the Software is subject to the license metrics quoted (for example, number of users, seats, devices, installations, processors, CPU cores, transactional volumes). Any usage exceeding those metrics requires the purchase of additional licenses.
Permitted Territory:
Licensee may use the Software only in the Territory permitted under applicable export laws and as specified in the ordering documents.
3. License Restrictions And Prohibited Uses
Licensee shall not:
• Reverse engineer, decompile, or attempt to derive source code from the Software
• Create derivative works that infringe or derive substantially from core components
• Rent, lease, lend, redistribute, sublicense, sell, or transfer the Software without written consent
• Use the Software to provide services to third parties unless expressly licensed
• Circumvent or disable security, licensing, or DRM mechanisms
• Remove or alter proprietary notices
• Use the Software in violation of applicable laws or third-party rights
• Export or re-export the Software in violation of export control laws
4. Ownership
All title, ownership rights, and intellectual property rights in and to the Software remain with OmnifiCX or its licensors. This Agreement grants Licensee only a limited license and conveys no ownership rights.
5. Confidentiality
Confidential Information includes all non-public, proprietary, or sensitive information disclosed under this Agreement.
The receiving party shall:
• Use Confidential Information only to perform obligations under this Agreement
• Protect Confidential Information with reasonable care
• Disclose only to personnel with a legitimate need to know
• Return or destroy Confidential Information upon termination, unless legally required to retain it
6. Fees, Payment, And Taxes
Licensee shall pay all Fees as specified in the ordering documents. Unless otherwise agreed, invoices are payable within thirty (30) days.
Late payments may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
Licensee is responsible for all applicable taxes, excluding taxes based on OmnifiCX’s income.
7. Export Control And Compliance
Licensee shall comply with all applicable export control laws, sanctions, and regulations. Licensee represents that it is not located in, or affiliated with, a restricted or sanctioned jurisdiction or entity.
8. Maintenance, Support, And Upgrades
If purchased, OmnifiCX shall provide support services in accordance with its standard Service Level Agreement (SLA).
OmnifiCX may provide updates, upgrades, or enhancements during the Subscription Term. Installation of critical updates is strongly recommended.
Target uptime is 99.9% per calendar month, excluding scheduled maintenance and events beyond OmnifiCX’s control, as detailed in the SLA.
9. Beta And Experimental Features
Beta or experimental features are provided “as is” and “as available” without warranties. OmnifiCX may modify or discontinue such features at any time.
10. Third-Party Applications And Integrations
Third-party applications are governed by their own terms. OmnifiCX is not responsible for third-party applications or related issues.
11. Indemnification
By Licensee:
Licensee shall indemnify OmnifiCX against claims arising from misuse of the Software, breach of this Agreement, or violation of law.
By OmnifiCX:
OmnifiCX shall indemnify Licensee against claims that the Software infringes valid intellectual property rights, subject to notice and cooperation requirements.
12. Warranty Disclaimer
The Software is provided “as is” and “with all faults.” OmnifiCX disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
13. Limitation Of Liability
OmnifiCX shall not be liable for indirect, incidental, or consequential damages.
Total liability shall not exceed the Fees paid by Licensee in the twelve (12) months preceding the claim, except where prohibited by law.
14. Term, Suspension, And Termination
This Agreement remains in effect for the Subscription Term unless terminated earlier.
OmnifiCX may suspend or terminate access for material breach, non-payment, legal requirements, or security risks.
Upon termination, Licensee must cease use of the Software and return or destroy Confidential Information.
15. Data Protection And Privacy
Licensee data shall be processed in accordance with applicable data protection laws and OmnifiCX’s Privacy Policy.
OmnifiCX shall implement appropriate security measures and notify Licensee of qualifying data breaches.
16. Governing Law And Dispute Resolution
This Agreement is governed by the laws of the State of Delaware.
Disputes shall be resolved in Delaware courts or by binding arbitration administered by the American Arbitration Association, as applicable.
17. Severability And Waiver
If any provision is held unenforceable, the remaining provisions shall remain in effect. Failure to enforce a right does not constitute waiver.
18. Force Majeure
Neither party shall be liable for failure or delay due to events beyond reasonable control. Either party may terminate if such event continues for more than sixty (60) days.
19. Assignment
Licensee may not assign this Agreement without written consent, except in connection with a merger or sale of substantially all assets, subject to conditions.
20. General Provisions
Nothing herein creates a partnership or agency relationship.
OmnifiCX may audit usage to ensure license compliance.
This Agreement is governed by the English language version.
21. Acceptance Of Terms
By installing, accessing, or using the Software, you agree to be bound by this End User License Agreement. If you do not agree, do not use the Software.