Bundled Services Agreement Part 2
6. License Agreement:
In the event that source code; custom integrations, or proprietary configuration concepts or other intellectual property is used in the process of delivering the end solution to the user, CNP reserves the right for licensing of such property.In this Agreement "Licensor" shall mean Creative Networks Protocol, Inc. to the extent that is not already covered by open source or other commercial licenses by third parties; user is responsible for adhering to all GPL agreements, third party software vendor(s) and any other associated agreements and terms of service.CNP will provide to the best of their ability a list of all known vendors and license agreements required.However, it will be the user’s responsibility to understand the terms within that particular required license(s) and terms of service agreements.
7. Bundled Services:
With this agreement the user is purchasing a service to support particular software packages that may have varied associated licensing agreements.The end user is responsible for adhering to all other known or publically available licensing agreements for software packages or third party add-ons this would include some proprietary code integrations developed and provided by CNP Integrations (see appendices for additional information). The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a vendor other than CNP. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement this includes but is not limited to any third party software that may be enabled on the user’s behalf by CNP or CNP’s affiliates. CNP is not responsible for any third party software and shall have no liability for User’s use of third party software.
8. License Grant:
When appropriate and not in conflict with other agreements, CNP or licensor grants a licensee a non-exclusive and non-transferable license to reproduce and use for personal or internal business purposes either the executable or the source code version of the software, unless excluded by a third party license agreement, provided any copy must contain all of the original proprietary notices. This License does not entitle Licensee to receive from CNP hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Product unless a specific Product has been purchased by the Licensee that clearly states otherwise. Licensor warrants that it has the right to grant the foregoing license free and clear of third party intellectual property claims.
Except as otherwise expressly permitted in this Agreement, or in another Licensor agreement to which Licensee is a party such as a distribution agreement, Licensee may not: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product (except to the extent applicable laws specifically prohibit such restriction); (ii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product; or (iv) publish any results of benchmark tests run on the Product to a third party without Licensor's prior written consent.
10. Applicability of GNU General Public License:
All “Supported Software” is governed by the terms of the GNU General Public License (GPL).Any software development that occurs as a consequence of custom programming work for a Customer and is incorporated with the “Supported Software” will also be made available as open source software under the terms of the GNU GPL.The terms and conditions of the GNU GPL apply to any copying, distribution, or modification activities that the Customer may wish to undertake independently.
11. Open Source Software:
Certain components of the software for CNP are subject to the GNU General Public License Version 3, or other so-called open source licenses ("Open Source Software"). Open Source Software is not subject to the restrictions of Section 16 ("Title to Software and Intellectual Property"), and is subject to the license terms under which CNP distributes such Open Source Software. CNP’s use, modification, and distribution of Open Source Software is in compliance with the terms of Open Source Software licenses like the GNU General Public License Version 3 ("GPLv3"), and/or GNU Lesser General Public License Version 3 ("LGPLv3"), and such modified/unmodified code is attached to the appendix This list containing additional sources of licenses is not inclusive.
All support fees are due in full in advance. Any and all payments for support made by User are non-refundable. There shall be no refunds or credits for unused services upon the termination of this Agreement for any reason or at any other time. In the event that User fails to make payments to CNP pursuant to this Agreement, CNP’s obligation to provide support shall be suspended until CNP receives full payment from the User for all fees, including the late fees and interest, due to CNP. CNP may levy a minimum $ 50.00 charge to reinstate accounts that have been suspended or terminated. Wire transfers will be assessed a minimum $ 30.00 charge.There may be a minimum $ 25.00 charge for all credit card chargebacks. If any check is returned for reason of insufficient funds, CNP may impose a minimum processing charge of $ 25.00. User acknowledges and agrees that CNP may pre-charge User's fees for the Services to the credit card supplied by User during registration for the Initial Term. USER ACKNOWLEDGES, AGREES AND AUTHORIZES CNP TO AUTOMATICALLY BILL AND/OR CHARGE ON USER’S CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN SECTION 5a and 5b. Any losses or expenses incurred by the User, due to actions taken by CNP in response to User’s non-payment, are not the responsibility of CNP.
13. Additional Services:
User may occasionally require additional or amended service(s) outside of the terms of this Bundled Service Agreement (collectively, “Additional Services”).CNP will provide a detailed scope of work and/or labor quote for Additional Services required by User.User may be required to execute a change order for Additional Services before any work for such services is performed and understand that separate invoices will be generated for such work. Examples of Additional Services include:
- Software development, programming, debugging, or customization except as expressly specified in this Service Agreement;
- Cost to bring Customer’s environment up to minimum standards required by Seller;
- Training and coaching;
- Planning, project management, research, and advisory consulting services;
- Reports other than those normally provided to Managed Services clients;
- Restoration of operating systems, core applications or data files required after repair or replacement of any server hardware.
See also terms of service section 13 “Scope of Services
14. Third Party Hardware and Software:
Customer has sole responsibility for purchasing, leasing, installing, integrating, operating and maintaining all computer hardware necessary to establish and operate the Customer's Services, and CNP will have no responsibility or liability in connection therewith.Customer has sole responsibility for licensing, installing, integrating, operating and maintaining all third party computer software necessary to establish and operate the Customer's Services and that CNP will have no responsibility or liability in connection therewith. From time to time, CNP may make certain open source software components or other data or materials available to customers. Notwithstanding anything in the Agreement, Customer acknowledges and agrees that THE OPEN SOURCE SOFTWARE COMPONENTS OR OTHER DATA OR MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
15. Third Party Products Not Covered:
CNP's services do not include warranty or repair service or any other services for third party products. CNP may act as a facilitator between User and the other vendor to obtain whatever third party service or support User may be entitled to receive under User’s agreements with those other vendors. It is User’s responsibility to buy and pay for warranty or service contracts for those third party systems. CNP is not responsible for the performance of other vendors’ products and services. User hereby indemnifies and holds CNP harmless for any claims related to those third party products. Make sure consistent with CNP Terms
16. Excluded Third Party Costs:
User understands and agrees that no third party costs are covered by the fees set forth in this Service Agreement and shall be charged by Seller to User. These include but are not limited to:
- Parts, hardware and software not covered by warranties;
- Software licenses, subscription or upgrade fees;
- Manufacturer or vendor support fees, whether by annual contract or per incident;
- Consumable materials, such as printer cartridges and removable storage tapes/disks;
- Shipping costs.
17. Ownership of Intellectual Property:
All Site software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, database, proprietary information and all copyrightable or otherwise legal proprietary elements of the Site, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, "Material"), are the property of CNP, its subsidiaries, affiliates, licensors, suppliers, operational service providers, advertisers, promotional partners or sponsors and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign, laws, regulations and treaties. Unless the context clearly requires otherwise or CNP explicitly says so in writing, the term "Site" includes "Material" as well. The Site is to be used solely for User’s non-commercial, non-exclusive, non-transferable and limited personal use and for no other purposes. User must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Material User downloads, transmits, prints or reproduces from the Site. User shall not, nor will User allow any third party (whether or not for User’s benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any Material without the express prior written consent of CNP or its owner if CNP is not the owner. Any unauthorized or prohibited use of any Material, may subject User to civil liability or criminal prosecution, or both, under applicable federal and state laws. CNP requires users to respect its copyrights and other intellectual property rights. CNP likewise respects the intellectual property of others. On notice, CNP will act expeditiously to remove content on the Site that infringes the copyright rights of others and will disable the access to the Site and its services of anyone who uses them to repeatedly infringe the intellectual property rights of others. CNP takes protection of copyrights, both CNP’s and others, very seriously. CNP therefore employs multiple measures to prevent copyright infringement over this Site and to promptly end any infringement that might occur.
No title to or ownership in software code developed is transferred to User. All rights, title to and ownership interest in software code developed, including all intellectual property rights therein, shall remain with rightful owner of including but not limited to CNP and third party vendors. Licensee acknowledges such ownership and intellectual property rights and will not take any action that jeopardizes limits, undermines or interferes with in any manner CNP’s ownership and intellectual property rights with respect to developed software source code or associated documentation. CNP reserves all rights not expressly granted to Licensee in this Agreement.