$6,250 USD per user per year We offer different pricing tiers based on the number of users. Please contact us directly for pricing details.
FOIAXpress is a one-stop solution that manages the entire lifecycle of a FOIA request from initial request to final delivery of documents, including correspondence, document management, fee/payment management, document review and redaction, and reporting.
SOFTWARE LICENSE AGREEMENT
NOTICE TO USER:
THIS IS A CONTRACT. BY SIGNING THIS AGREEMENT NUMBER (#) LICENSES OF FOIAXPRESS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
PLEASE READ THIS AGREEMENT CAREFULLY. AT THE END, YOU WILL BE ASKED TO ACCEPT THIS AGREEMENT; OR, IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, TO DECLINE, IN WHICH CASE THE SOFTWARE WILL NOT BE INSTALLED.
This agreement (“Agreement”) is made between AINS, Inc. ("Company"), a Maryland corporation, having its principal place of business at 806 W. Diamond Ave., Suite 400, Gaithersburg, Maryland 20878, and the (Customer) , the user of the Software ("Licensee").
This Agreement, and any addenda attached hereto, constitutes the entire Agreement between the parties concerning Licensee's use of the Software. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement shall add to or vary the terms of this Agreement unless signed or initialed by both parties. This Agreement replaces and supersedes all prior verbal understandings, written communications or representations regarding the contents of this Agreement.
Upon your acceptance of this Agreement, AINS, Inc. grants to you a non-exclusive license to use the Software, under the following Terms and Conditions:
TERMS AND CONDITIONS
1.1. "Additional User" shall mean Licensee's customer, vendor, agent, subcontractor or consultant.
1.1.a. “User” shall mean any person having authorized access to the application, regardless of skill level, nature of use or position/job title (e.g. system administrator), to include both routine use and software/system administration.
1.2. “Annual Software Subscription Service” shall mean the annual maintenance subscription of upgrades and bug fixes which are developed by Company in the course of providing enhancements to licensed software.
1.3. "Confidential Information" shall mean the Software, Documentation, Upgrades, Bug Fixes, Developments, and all information that is marked as confidential or proprietary or which is disclosed verbally and identified as confidential or proprietary at the time of disclosure.
1.4. "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of an entity through the ownership of voting securities (at least fifty-one percent (51%) of its voting or equity securities or the maximum allowed by law), contract, voting trust, or otherwise.
1.5. "Developments" shall mean any ideas, know-how or techniques (including any derivative works and modifications made to the Software or Documentation), which are developed by Company in the course of providing Services to Licensee.
1.6. "Company Licensors" shall mean third parties from whom Company has licensed software.
1.7. "Documentation" shall mean the user manuals relating to the use of the Software delivered by Company to Licensee in printed or electronic form.
1.8. "Licensee" shall mean an entity, and any affiliated entity which Controls, is Controlled by, or is under common Control with Licensee, provided all such entities ordering, installing or using Software licensed under this Agreement have agreed to be bound by the terms and conditions of this Agreement.
1.9. "Licensee Third Party Contract" shall mean a validly executed contract between Licensee and an additional User.
1.10. "Restricted Release" shall mean any version of the Software marked alpha, beta, or which is otherwise designated as a restricted release.
1.11. "Seat" shall mean a user designated by Licensee who is authorized to use the applicable Software licensed hereunder.
1.12. "Services" shall mean consulting services purchased by Licensee under this Agreement.
1.13. "Software" shall mean a machine executable copy of the object code of the software products and applications licensed by Company to Licensee under this Agreement, including all corrections or updates thereto.
1.14. “Platform Transfer " shall mean an operating environment supported by Company, which is different than the operating environment for which Software was originally licensed.
2.1 Subject to the terms and conditions of this Agreement, Company grants Licensee a perpetual, fully paid, non-exclusive, and non-transferable license to use licensed software, solely at Licensee sites for Licensee's internal purposes. The Software may only be used in accordance with the appropriate policies and procedures as defined in the provided documentation (including, but not limited to, the installation, system, and user manuals).
2.2 The license granted hereunder is limited to the maximum number of Seats, users, servers or CPUs specified in a purchase order.
2.3 Company reserves the right to audit, at its expense, Licensee's deployment and use of the Software for compliance with the terms of this Section 2 and in accordance with the Licensee’s security requirements at any mutually agreeable time during Licensee's normal business hours. If Licensee's use of the Software is found to be greater than contracted for, Licensee will be invoiced for the additional Seats, users, servers or CPUs and the unpaid license fees shall be payable in accordance with FAR 52.212-4(i).
2.4 Company shall provide Licensee with one (1) machine executable copy of the Software and Documentation. Licensee may make a backup copy of the Software and copies of the Documentation solely for Licensee's internal use. Licensee shall implement reasonable controls to insure that it does not exceed the maximum number of Seats, users, servers or CPUs licensed. Licensee may make a reasonable number of copies of the Software solely for archival or emergency back-up purposes. Company reserves the right to include means within the Software to limit, monitor, or both, Licensee's use of the Software to the licensed number of Seats, users, servers or CPUs.
2.5 The use of Application Programming Interfaces (APIs), macros and/or user interfaces not supported by Company and that interfere with the Software and/or its data in any respect shall be deemed an unauthorized modification of the Software.
2.6 If use of a Platform Transfer by Licensee requires that Company provide Licensee with a new machine executable copy of the Software, Licensee must be subscribing to support services and be current in the payment of its support service fees for such Software.
2.7 Licensee shall not commence an arrangement pursuant to a Licensee Third Party Contract under which an Additional User is permitted to use the Software without authorization from Company. Licensee, when authorized to permit such use, may install Software at an Additional User's site, either by allocation of Licensee's currently licensed Software or by Licensee's purchase of additional Software licenses, provided:
(i) prior to any such use or installation an Additional User shall have agreed in writing to be bound by the terms and conditions of this Agreement regarding confidentiality and use of the Software, and
(ii) an Additional User is not charged a fee for such access, provided however that use of the Software may be a component of chargeable services rendered by Company, and
(iii) an Additional User is not granted rights to use Software except as expressly set forth in this Section 2.7, and
(iv) an Additional User's use of the Software is related solely to Licensee's internal purposes, and
(v) upon conclusion of a Licensee Third Party Contract, any Software in possession of an Additional User (including partial copies within modified versions) are returned to Licensee.
3. License Exclusions
Except as expressly authorized herein, Licensee shall not cause or permit any:
(i) copying or modification of the Software or Documentation;
(ii) reverse engineering, recompilation, translation, disassembly, or discovery of the source code of all or any portion of the Software;
(iii) distribution, disclosure, marketing, rental, leasing or transfer to any third party of the Software or the Documentation, or use of the Software for any dial-up, remote access, interactive or other on-line service except as specifically provided and licensed as an integral part of the Software;
(iv) disclosure of the results of Software performance benchmarks to any third party without Company's prior written consent;
(v) export of the Software in violation of UN embargoes or US laws and regulations, including the Export Administration Act of 1979, as amended, and successor legislation, and the Export Administration Regulations issued by the Department of Commerce.
4. Titles, Protection and Equitable Relief
4.1 Company (or its licensors) retains all right, title and interest in the Software and Documentation and any copies thereof, provided, however, that title to the Software media, responsibility of shipment and risk of loss shall remain with Company until delivery of the media to Licensee at the address specified by Licensee. Except as otherwise expressly granted in this Agreement, no license, right or interest in any Company trademark, copyright, trade name or service mark is granted hereunder.
4.2 Licensee shall not remove any copyright and proprietary information notices as were affixed to the original Software or Documentation.
5. Patents and Copyright Indemnity
5.1 Company will defend and indemnify Licensee for all costs (including reasonable attorneys’ fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes a copyright or patent provided that:
(i) Licensee notifies Company in writing within thirty (30) days of the claim, and
(ii) to the extent allowed by 28 U.S.C. 516, Company has control of the defense and all related settlement negotiations, and
(iii) Licensee provides Company with the assistance, information, and authority necessary to perform the above. Reasonable expenses incurred by Licensee in providing such assistance may be reimbursed by Company.
5.2 Company shall have no liability for any claim of infringement based on:
(i) use of a superseded or modified release of the Software, except for such alteration(s) or modification(s) which have been made by Company or under Company's direction, if such infringement would have been avoided by the use of a current unaltered release of the Software that Company provided under a current Annual Software Subscription Service at no additional charge, or
(ii) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by Company if such infringement would have been avoided by the use of the Software without such programs or data.
5.3 In the event the Software is held or believed by Company to infringe, or Licensee's use of the Software is enjoined, Company shall have the option, at its expense, to:
(i) modify the Software to be non-infringing, or
(ii) obtain for Licensee a license to continue using the Software, or
(iii) substitute the Software with other software reasonably suitable to Licensee, or
(iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund the license fees paid for that Software, prorated over a three-year term from the effective date of the applicable GSA Schedule or purchase order. This Section 5 states Company's entire liability for infringement.
6.1 Company warrants that it has title to and/or the authority to grant licenses of the Software.
6.2 Company warrants for a period of thirty (30) days from Licensee's receipt of the Software that the Software, unless modified by Licensee, will perform, in all material aspects, the functions described in the Documentation, when operated in accordance with Paragraph 2.2.
6.3 Y2K Compliance -- Company warrants that when properly installed the Software will:
(i) record, store, process, and present calendar dates falling on or after January 1, 2000, in the same manner, and with the same functionality, as the Software records, stores, processes and presents calendar dates on or before December 31, 1999, and
(ii) lose no functionality with respect to the introduction of records containing dates falling on or after January 1, 2000. This warranty shall not apply to third party products with which the Software interacts, other than third party products which are licensed by Licensee under this Agreement.
6.4 The warranties in Sections 6.2 and 6.3 shall not apply to:
(i). Restricted Release(s), or to
(ii). Software which has been modified by Licensee or any party other than Company, or to
(iii). Software which has been improperly installed or used in a manner other than as authorized under this Agreement to the extent such modification(s) or improper installation cause the breach of warranty.
Company does not warrant that the Software will meet Licensee's requirements, or that the Software will operate in the combinations which Licensee may select for use, or that the operation of the Software will be uninterrupted or error-free, or that all Software errors will be corrected. Any claim submitted under this Section 6 must be submitted in writing to Company within the specified warranty period. Company's sole and exclusive obligation for warranty claims shall be to make the Software operate as warranted or to terminate the license for such Software and return the applicable license fees paid to Company for such Software, provided the claim is submitted within the specified warranty period.
6.5 THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Limitations or Liability
EXCEPT AS PROVIDED IN SECTION 5 (PATENT AND COPYRIGHT INDEMNITY), COMPANY'S LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY LICENSEE TO COMPANY FOR THE SOFTWARE AS TO WHICH THE CLAIM AROSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Agreement under any federal fraud statute, including the False Claims Act, 31 U.S.C. §§ 3729-3733.
8.1 The parties acknowledge that by virtue of their licensing, support services or consulting relationship the parties may have access to Confidential Information. The parties agree, both during the term of this Agreement and for a period of three (3) years after termination, to hold each other's Confidential Information in confidence. The parties agree not to make each other's Confidential Information available in any form to any third party (other than those of its employees or consultants under nondisclosure obligations) or to use each other's Confidential Information for any purpose other than as contemplated by this Agreement. Each party agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Section 8.
8.2 Notwithstanding any provision contained in this Agreement, neither party shall be required to maintain in confidence any of the following information:
(i) Information which, at the time of disclosure to the receiving party, is in the public domain;
(ii) Information which, after disclosure, becomes part of the public domain, except by breach of this Agreement;
(iii) Information which was in the receiving party's possession at the time of disclosure, and which was not acquired, directly or indirectly, from the disclosing party;
(iv) Information which the receiving party can demonstrate resulted from its own research and development, independent of disclosure from the disclosing party;
(v) Information which the receiving party receives from third parties, provided such information was not obtained by such third parties from the disclosing party on a confidential basis; or
(vi) Information which is produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production.
9. Maintenance Services
9.1 Provided Licensee has paid the applicable Annual Software Subscription Services and maintenance fees, Company will provide or cause to be provided maintenance services for the Software (except for Restricted Release) in accordance with its support policies and procedures described in its then current technical support users guide.
9.2 Annual Software Maintenance Subscription fees shall be billed on an annual basis payable 30 days from date of invoice. The first year Annual Software Subscription Service is required with the purchase of Software.
9.3 Annual Software Subscription Services
(i) shall be provided for one (1) year prepaid from the effective date of the purchase order and
(ii) at the Licensee’s option, may be extended each year for an additional one (1) year term at the then-current rate.
(iii) Licensee may terminate the service by giving written notice at least sixty (60) days prior to the end of the service term.
(iv) Includes five technical support calls for AINS software upgrade/update installation and patches. Each call includes up to two hours of support time. Multiple support calls can be used for a single incident or case that exceeds two hours.
9.4 Company shall have no obligation to provide Annual Software Subscription Services or maintenance services if Licensee fails to make any required payment or otherwise elects to discontinue said services. In order to reinstate or renew services, Licensee must first pay Company the then-current annual maintenance service fee and all past, unpaid maintenance services fees. In such event, Company shall not be liable or responsible for migrating any obsolete Licensee data to the new Software version.
9.5 Company shall have no obligation to provide support, and all warrantees become null and void, under the following conditions:
(i) altered, damaged or modified Software, to include any modification, adjustment, change, “tuning”, “optimization”, application programming interfaces (API’s), interfaces with any other software, or any other action that in any way alters the precise structure and function of the database or application files as originally delivered.
(ii) Software that is not the then-current or previous sequential release, or
(iii) Software problems caused by Licensee's negligence, hardware malfunction or other causes beyond the control of Company, or
(iv) Software installed in an operating environment for which the Software has not been licensed.
10. Restricted Release
If Licensee is selected for participation and elects to participate in a Restricted Release program, Licensee agrees:
10.1 Company shall have no obligation to correct errors in, deliver updates to, or otherwise support a Restricted Release, and
10.2 Licensee will promptly report to Company any error discovered in the Restricted Release and provide Company with appropriate test data for the Restricted Release if necessary to resolve problems in the Restricted Release encountered by Licensee, and
10.3 The Restricted Release is for evaluation only, not to be used in a production environment, may contain problems and/or errors, and is being provided to Licensee on an as-is basis with no warranty of any kind, express or implied, and
10.4 Neither party will be responsible or liable to the other for any losses, claims or damages of whatever nature, arising out of or in connection with the Restricted Release.
All notices shall be in writing and sent by first class mail, overnight courier, or transmitted by facsimile and confirmed by mailing, to the addresses indicated on the first page of this Agreement, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party. Notices to Company shall be sent to:
806 W. Diamond Ave., Suite 400
Gaithersburg, MD 20878 USA
ATTN: Legal Department
Notice shall be deemed to have been given upon personal delivery (in the case of overnight courier or facsimile) or five (5) business days after being sent by first class mail.
Licensee may not assign this Agreement (by operation of law or otherwise) or sublicense the Software without the prior written consent of Company. Any prohibited assignment or sublicense shall be null and void. The foregoing notwithstanding, upon written notice to Company, Licensee may assign, or otherwise transfer this Agreement to (i) its parent company or (ii) any of its or its parent company's subsidiaries or affiliates as long as such subsidiary or affiliate is at least fifty-one percent (51%) owned by Licensee or Licensee's parent company, or (iii) the surviving entity as a result of a merger, acquisition or reorganization of all or substantially all of Licensee's assets or stock provided such entity is not deemed by Company to be a direct competitor of Company and agrees in writing it will be bound by the terms and conditions of this Agreement.
14. Governing Law
This Agreement shall be governed and construed under applicable Federal law. Any legal dispute will be adjudicated in the appropriate Federal Court or administrative body in accordance with Federal law and be governed by the appropriate Federal laws, rules and regulations. In no event shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods.
15.1 The Software is a "commercial item", as that term is defined at 48 CFR 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 CFR 12.212 (Sept 1995) and is provided to the US Government only as a commercial end item. Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4 (June 1995), all US Government end users acquire the Software with only those rights set forth herein.
15.2 The parties acknowledge that the Software may include software licensed by Company from third party Company Licensors. Company Licensors may be direct and intended third party beneficiaries of this Agreement and may be entitled to enforce it directly against Licensee to the extent (i) this Agreement relates to the licensing of Company Licensors' software products, and (ii) Company fails to enforce the terms of this Agreement on Company Licensors' behalf.
15.3 The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future.
16. Restrictions on the Number of Users Permitted
16.1The number of general user licenses permitted is in accordance with the purchase order.