ResLogic owns the "WRM" software system, which helps travel companies manage and distribute their services. The Licensee has examined the software and wants to license it for their own use. ResLogic is willing to grant a license under the terms of this agreement.
1. DEFINITIONS
- "Confidential Information": refers to any information disclosed or obtained in connection with this agreement that is expected to be kept confidential or proprietary, including trade secrets, business, technical, and financial information, and personal data.
- "Effective Date": the date when the Licensee signs this agreement.
- "ResLogic/WRM IP": refers to ResLogic's intellectual property, such as software, information, trademarks, service marks, and logos.
- "Information": encompasses all forms of tangible or intangible data, such as intellectual property, technical, financial, or business information.
- "Revenue/Turnover": Shall be defined in the signed contract of this Agreement.
- "WRM" or “Software”: is a travel and tourism management and distribution system for Travel Companies, which includes front, mid, and back office capabilities, certain interfaces, and is also known as WebResManager. It includes updates provided by ResLogic.
- "WRM Price List": is the current prices for the WRM license and related services payable to ResLogic. ResLogic can change the prices by giving the Licensee a 30-day written notice. The current price list is attached to this Agreement as the current pricing.
- "The Service": is the license to a specific edition of the WRM software, including hosting services, that enables access to the WRM through the internet.
2. THE SERVICE
The Licensee confirms that the service package specified in the signed contract is suitable for their business needs.
3. LICENSE AND RESTRICTIONS
- 3a. ResLogic grants the Licensee a non-exclusive and non-transferable License to use the Services for operating a single WRM Copy for Licensee's use only, subject to Licensee fulfilling their obligations and making timely payments. Licensee is prohibited from:
1. Copying WRM;
2. Modifying, disassembling, reverse engineering, decompiling, creating derivative works, or attempting to access the source code of WRM;
3. Tampering with or altering the security features of WRM;
4. Copying, Separating or using individual components of WRM outside of the intended usage;
5. Integrating WRM with other software prior written approval from ResLogic;
6. Allowing third-party use or access to WRM or disclosing its contents;
7. Sublicensing, renting, or transferring rights to WRM to third parties;
8. Removing ResLogic's branding, trademark or logo from WRM without ResLogic's written consent.
- 3b. Licensee and its Personnel may use the Services worldwide for internal use, on behalf of affiliates and business partners in the normal course of its travel business. Licensee may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works.
- 3c. Licensee must display "powered by ResLogic" or similar on the Internet browser during Software use.
4. FEES
- 4a. Licensee must pay ResLogic according to the payment terms set forth in the WRM Price List attached in the signed contract. Payments shall be made by ACH or Wire Transfer and are non-refundable and non-cancelable.
- 4b. Currency other than US$, fees shall be calculated in US$ using the exchange rate stated on the signed contract.
- 4c. Late payments will incur interest at the maximum rate allowed under local law, up to 1.5% per month, compounded monthly.
- 4e. ResLogic may discontinue service if Licensee’s account is over 7 days past due, and Licensee must pay a $200 service fee to restore service. Licensee must also pay reasonable costs, including attorneys' fees, incurred by ResLogic to collect past due amounts.
5. SUPPORT SERVICES
ResLogic will provide support services as outlined in the signed contract, subject to Licensee's compliance with its obligations and payment terms specified in the signed contract.
6. INTELLECTUAL PROPERTY
ResLogic exclusively owns all rights to the WRM IP and Licensee agrees not to use it for their own benefit. Any ideas or work product related to WRM made by Licensee or their employees belong to ResLogic. Licensee acknowledges that third-party software is included in the Services and will use them according to standard contracts.
7. CONFIDENTIAL AND PROPRIETARY INFORMATION
- 7a. Confidential information about Licensee and ResLogic, including technical and business information, will be considered "Licensee Information" and "ResLogic Information," respectively.
- 7b. Both parties must keep each other's confidential information confidential and protected from unauthorized disclosure or access. The recipient may only use or disclose the information as necessary to perform the services or fulfill its obligations under the agreement. Recipients must ensure their authorized personnel comply with the same confidentiality obligations and are liable for any breach.
- 7c. If required by law or government authorities, recipients must notify the discloser promptly and allow them to seek injunctive relief or a protective order. If not allowed by law, recipients may only disclose the information as advised by their counsel and must cooperate to ensure confidentiality is maintained.
- 7d. Upon termination of the agreement, written confidential information must be returned or destroyed, and parties must promptly return any written confidential information upon request.
- 7e. Neither party may disclose confidential information obtained from a third party on a confidential basis without written permission.
- 7f. The recipient is not bound to keep confidential information that was already known to them, independently developed, or becomes public. Disclosure of confidential information by Licensee or affiliates is not a breach if obtained from a source other than Licensee's personnel involved with the agreement or services.
8. REPRESENTATIONS AND WARRANTIES
The Licensee examined WRM and the Service and chooses to enter into the Agreement, confirming they satisfy their needs. ResLogic is not liable if WRM fails to meet the Licensee's needs despite these assurances.
9. DISCLAIMER OF WARRANTIES
The Service and WRM are provided to the Licensee "as is", without any warranty except for those stated in this Agreement. ResLogic disclaims any and all warranties, including but not limited to availability, accuracy, reliability, completeness, security, usefulness, interoperability, content, accuracy of results or output, merchantability, or fitness for a particular purpose. ResLogic does not guarantee uninterrupted or error-free functions or corrections of defects in the Service and/or WRM.
10. LIMITATION OF LIABILITY
ResLogic is not liable for any negative impact on the performance of the Service and/or WRM caused by inaccuracies or defects in third-party products. In all cases the liability of ResLogic shall not exceed the consideration paid to ResLogic during the 3 month period prior to the relevant dispute notice.
11. INTERNET USAGE
The Licensee must not use the License to engage in illegal, abusive, or irresponsible behavior, including unauthorized access to data or systems, interference with service, unauthorized use of computers, deceitful information collection, or any activity that violates applicable laws or regulations.
12. TERM AND TERMINATION
- This agreement is effective from the start date and can not be terminated per signed contract.
- ResLogic can terminate the agreement without prior notice if Licensee materially breaches the agreement, fails to cure a non-material breach within 10 days, or enters into legal proceedings.
- Licensee's right to use the License ends immediately upon termination, and they can no longer use the Service and/or WRM.
- Upon termination, ResLogic may keep and provide Licensee's WRM data files for 30 days for a one-time fee of $100. ResLogic is not obligated to keep the data beyond this period, after which it will be deleted.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of Florida, USA. Service of process, summons, notice or other document by certified mail or international registered mail to the publicly known address shall be effective service of process for any suit, action or other proceeding brought in any such court.
14. ARBITRATION
Any and all disputes arising under or related to this Agreement, including any claims for breach of contract, tort, or otherwise, shall be resolved exclusively through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in Orlando, FL, and conducted by a single arbitrator with experience in software and technology disputes. The arbitrator shall have the power to grant any relief that would be available in court, and the award of the arbitrator shall be final and binding on the parties. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with the arbitration. The parties agree to keep all aspects of the arbitration proceedings and any related documents confidential, except as may be required by law or to enforce the arbitrator's award.
15. NON-SOLICITATION
For the duration of this Agreement and three three (3) months following its termination, neither Party shall hire or compensate any person employed by the other Party during the term of the Agreement without written consent from the other Party.
16. NATIONALITY/STATE/PROVINCE AND OTHER APPLICABLE TAXES
The prices listed do not include any applicable taxes, such as Nationality/State/Province, VAT, GST, customs tariffs, withholding tax, or similar taxes (referred to as "Applicable TAX"), which will be added to the specified prices and paid by the Licensee. It is agreed that the prices shall not be reduced or influenced, even if the Licensee is required by law to deduct any type of withholding tax.
17. ASSIGNMENT
Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement to any of its affiliates or to any successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
18. FORCE MAJEURE
Both parties shall not be held liable for any failure or delay in performance under this Agreement, except for payment obligations, caused by events beyond their control, including but not limited to acts of God, civil or military authority, epidemics, earthquakes, riots, wars, sabotage, supplier failures, and governmental actions. The party affected by such an event shall provide written notice to the other party within five (5) days of discovering the event and make reasonable efforts to remedy the situation.
19. AMENDMENT; WAIVER
The signed contract can only be amended through written notice signed by ResLogic and Licensee's authorized representatives. The failure of either party to enforce any provision of this Agreement does not waive that provision or any other provision. Any waiver by either party of their rights under this Agreement shall not be considered a waiver of any subsequent breach.
20. SEVERABILITY
If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible in order to achieve the intent of the parties, and the remaining provisions will remain in full force and effect. The parties will work together in good faith to come up with a substitute provision that is enforceable and achieves the intent and economic effect of the unenforceable provision.
21. TITLES AND SUBTITLES
The headings in this Agreement are for convenience only and do not affect the interpretation of the Agreement.
22. ENTIRE AGREEMENT
This Agreement, along with the signed contract, represents the complete understanding between the parties on the matter covered herein.
23. DRAFTING
Each party confirms that they are entering into this Agreement voluntarily, and that they have had the opportunity to consult with their own independent counsel. Each party acknowledges that they have read and understood the Agreement, and are fully aware of its legal consequences. Therefore, this Agreement shall not be interpreted against any party on the grounds that they drafted it.
