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ALTAI SYSTEMS, INC.

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (THIS “AGREEMENT”) GOVERNS ALL ACCESS TO AND USE OF THE ALTAI ASSOCIATION MANAGEMENT SOFTWARE PLATFORM INCLUDING WITHOUT LIMITATION VIA CRM.DYNAMICS.COM OR SIMILAR URLS (E.G., DEV.CRM.DYNAMICS.COM) (THE “SOFTWARE”). BY (1) ACCESSING THE SOFTWARE OR (2) EXECUTING A STATEMENT OF WORK OR CHANGE ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE (AN “ORDERING DOCUMENT”), LICENSEE, ITS AUTHORIZED USERS, AND END USERS (EACH A “LICENSEE PARTY” AND COLLECTIVELY, THE “LICENSEE PARTIES”) ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

This Agreement was last updated on May 23, 2024.

1. DEFINITIONS

1.1 “Affiliate” means any corporation, limited liability company, partnership, or other legal entity that controls, is controlled by, or is under common control with another legal entity.

1.2 “Altai” means Altai Systems, Inc., a Florida corporation.

1.3 “Authorized Users” means those employees and authorized contractors, members, volunteers, agents, and representatives designated by Licensee to access the Software on behalf of Licensee.

1.4 “Documentation” means the documents made available by Altai from time to time setting forth a description of the Software and its functionality as well as the user instructions for the Software.

1.5 “End Users” means Licensee’s end users, members, customers, or any other third parties who utilize or access the Software through Licensee’s website, portal, or otherwise. For avoidance of doubt, the term “End Users” does not include “Authorized Users”.

1.6 “Licensee” means the party to whom Altai is to provide the Software pursuant to the Ordering Document (whether identified as “licensee”, “client”, or similar designation in the Ordering Document), and such party’s Affiliates.

1.7 “Master Service Agreement” means the Master Service Agreement by and between Licensee and Altai.

1.8 “Third-Party Software” means computer software programs and other technology that are provided or made available to Licensee or Authorized Users by third parties, including without limitation those with which the Software may interoperate (e.g., Microsoft Dynamics 365TM, Microsoft AzureTM, etc.).

2. SOFTWARE LICENSE

2.1 Limited License. Subject to the terms and conditions of this Agreement and the Ordering Document, including without limitation Licensee’s payment of all fees specified in the Ordering Document,

Altai grants to Licensee Parties a non-exclusive, non-transferrable, limited license to access and use the Software during the Term.

2.2 Updates. Licensee Parties understand and acknowledges that the contents of the Software will change over time as it is updated, and that at any given time Licensee Parties has a right to access and use the Software to which Licensee is subscribed as it exists at that time. Certain portions of the Software may be provided by Altai’s third-party licensors, and Altai’s ability to provide such portions of the Software may be subject to the willingness of such licensors to continue to contract with Altai. Except as expressly set forth in this Agreement, features and functions of the Software are provided “as is” and they may be modified, supplemented, or removed from time to time in Altai’s sole discretion. Altai shall have no liability to Licensee Parties for any modification to the Software not performed by Altai.

2.3 Intellectual Property Ownership. Licensee Parties acknowledge and agree that, as between Licensee Parties and Altai, the Software and the Documentation (including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents, and other intellectual property comprising the Software) are the property of Altai, whether or not they are trademarked, copyrighted, or patented. Licensee Parties acknowledge and agree that this Agreement does not transfer any ownership, right, title, or interest in the Software, nor any part thereof, except the limited license provided hereunder, and Licensee Parties expressly disclaim and waive any and all claims to any ownership interest in any such information or materials. Subject to the limited rights expressly granted hereunder, Altai, its Affiliates and/or its licensors reserve all right, title, and interest in and to the Software, including all related intellectual property rights. No rights are granted to Licensee Parties hereunder other than as expressly set forth herein.

2.4 Third-Party Software. Altai is not responsible for any Third-Party Software. Licensee Parties’ use of Third-Party Software is subject to all terms and conditions imposed by the providers thereof, including without limitation their service level agreement, if any.

2.5 Support. Altai will provide reasonable assistance and ongoing support to assist Licensee and its Authorized Users pursuant to the terms and conditions set forth in the Support Agreement.

3. AUTHORIZED USE OF SOFTWARE; RESTRICTIONS

3.1 Authorized Users. Licensee shall be entitled to designate as Authorized Users such number of persons as set forth in an applicable Ordering Document. Licensee will maintain a current written list of Authorized Users and provide such list to Altai within three (3) Business Days of receipt of Altai’s written request for such list. If Licensee desires to add Authorized Users in excess of the number of licenses purchased in an applicable Ordering Document, the Licensee will submit a Change Order (as defined in the Master Service Agreement) to Altai. If Altai accepts the Change Order, Altai will charge Licensee additional subscription fees equal to the prevailing per-Authorized User rate multiplied by the period from the date of notice hereunder until the end of the then-current Term. The number of licenses subscribed for may only be reduced at the end of the then-current Term. No refunds will be provided for unused licenses or any cancellations prior to the end of the license term. Each Authorized User will be provided a unique username and password. Such usernames and passwords may not be shared and may not under any circumstances be used by anyone who is not an Authorized User. If any Authorized User’s login credentials are disclosed to any person who is not an Authorized User but who would satisfy the qualification requirements of Section 3.2 hereof, Altai may, upon notice to Licensee, deem such sharing to be Licensee’s subscription to the number of additional Authorized Users equal to the number of persons to whom such credentials were disclosed. Licensee shall be responsible for compliance with the terms of this Agreement by all Licensee Parties including, without limitation, the restrictions on use and access to the Software set forth herein. Licensee acknowledges and agrees that Authorized Users must provide Altai with certain identifying information, including their name and a business email address, and that Authorized Users are required to accept this Agreement in order to access the Software.

3.2 Qualification of Authorized Users. Licensee shall not designate any person as an Authorized User unless such person is an employee of Licensee. Licensee may designate a non-employee (i.e., an independent contractor) as an Authorized User only with Altai’s prior permission and provided Licensee takes reasonable steps to ensure such non-employee uses the Software only as permitted under this Agreement. If the employment of any Authorized User that was in effect as of the date such person was designated as an Authorized User terminates, such person’s authorization to access the Software shall be revoked automatically without any further action by Altai. In the event of termination as described in the previous sentence, Licensee shall promptly notify Altai and take all reasonable steps to ensure that such person ceases accessing the Software. Licensee may reassign Authorized User designations at any time subject to the foregoing qualification requirements.

3.3 Unauthorized Uses; Restrictions. Licensee Parties will not, and will not permit any third party acting on Licensee Party’s behalf, to access or use the Software for any purpose except the Software’s intended use. Licensee Parties will not, and will not permit any third party acting on Licensee Party’s behalf, to (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Software; (ii) reproduce, modify, create, or prepare derivative works of the Software or the Documentation; (iii) distribute or display the Software or the Documentation other than to Authorized Users; (iv) share, sell, sublicense, rent, or lease or otherwise distribute access to the Software, or use the Software to operate any timesharing, service bureau, or similar business; (v) create any security interest in the Software; (vi) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within or on the Software or the Documentation; (vii) use automated means, such as bots or crawlers, to access the Software or extract information therefrom; or (viii) transmit or introduce any viruses, Trojan horses, worms, spyware, or other such malicious code (“Malicious Code”) into the Software. Licensee Parties may use the Software only in accordance with this Agreement and not for the benefit of any third party, except with Altai’s express prior written consent. Upon expiration or termination of this Agreement, the Master Service Agreement, or an applicable Ordering Document, for any reason, Licensee Parties shall cease accessing the Software.

3.4 Altai’s Rights in the Event of Unauthorized Access and Use. In the event Altai has a reasonable belief that any Licensee Party is engaged in any unauthorized access or use of the Software in violation of this Agreement, Altai, in its sole discretion, may immediately suspend all Licensee Parties’ access to the Software until such violation is resolved to Altai’s reasonable satisfaction. Altai will have no liability to Licensee Parties for such period of suspension and a suspension shall have no effect on the Term of this Agreement nor on Licensee’s obligation to pay the fees specified in the Ordering Document. Altai’s right to suspend Licensee’s (and its Authorized Users’ and End Users’) access to the Software shall be in addition to all other remedies available to Altai at law or in equity; Altai reserves all rights and nothing in the Agreement shall prevent or in any way diminish or interfere with any rights or remedies available to Altai under applicable law.

4. TERM AND TERMINATION

4.1 Term and Termination. This Agreement is not cancellable and shall remain in effect until it expires or is earlier terminated according to the terms of an applicable Ordering Document (the “Term”).

4.2 Effect of Termination. Upon expiration or termination of this Agreement for any reason, Licensee Parties acknowledge and agree that access to the Software may be automatically terminated, all passwords and individual accounts removed, and all information that has been uploaded into Altai’s systems by Licensee Parties may be destroyed.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates; and (b) it has the requisite power and authority to enter this Agreement and entering and complying with its obligations under this Agreement does not violate any legal obligation by which such party is bound.

5.2 Licensee Representations and Warranties. Licensee represents, warrants, and covenants that it will not, and will not permit any Licensee Party or third party acting on Licensee’s, or any Licensee Party’s, behalf to, in connection with this Agreement, including its use of or access to the Software engage in, encourage, or permit (a) conduct that violates or would violate any applicable law, rule, or regulation or any right of any third party, (b) the transmission or introduction into the Software of any Malicious Code, or (c) access or use of the Software for any unauthorized purpose, including without limitation those unauthorized uses and restrictions set forth in Section 3.3 hereof.

5.3 Altai Representations and Warranties.

5.3.1 Availability. Altai will use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for: (i) scheduled maintenance performed on weekends or between the hours of 9:00 p.m. and 6:00 a.m. Eastern Time on Business Days, (ii) unscheduled maintenance performed on weekends or between the hours of 9:00 p.m. and 6:00 a.m. Eastern Time on Business Days, provided that Altai uses reasonable commercial efforts to give Licensee at least twelve (12) hours’ advance notice; (iii) emergency maintenance, provided that Altai notifies Licensee as far in advance as commercially reasonable under the circumstances surrounding such emergency maintenance; and (iv) other unavailability caused by circumstances beyond Altai’s reasonable control, including, without limitation, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, Third-Party Software, Licensee Parties’ breach of this Agreement, or denial of service attack.

5.3.2 Software Defects. The Software will be free from Software Defects. Material system errors, exceptions, or failures of the Software functioning causing it to fail to operate, or operate in a manner contrary to the Documentation, or the presence of Malicious Code, shall be considered a “Software Defect.” All Software Defects must be repeatable and the steps to repeat the Software Defect in the Software must be reported to Altai, through Altai’s ticketing system, by the Licensee in order to be covered under the software warranty contained in this Section 5.3.2. Minor system errors, exceptions, or failures of the Software that do not materially impair the Software functioning in accordance with the Documentation shall not be considered a Software Defect. Upon receipt of a written notice from Licensee of a Software Defect Altai will, as soon as commercially reasonable, but in no event later than the greater of the next major Software release or three (3) calendar months after Licensee provides Altai written notice of such Software Defect, repair such Software Defect. Altai’s liability for any Software Defect is limited to the repair of the Software Defect or replacement of the defective Software feature so as to eliminate the Software Defect in Altai’s sole discretion.

5.3.3 Non-infringement. The Software does not infringe any patents, copyrights, trademarks, or other proprietary rights of any third party. Altai’s obligation under this Section 5.3.3, and any indemnification obligation in Section 6, shall not apply to any infringement arising out of Licensee Parties’ use of the Software in a manner inconsistent with the Documentation, or as a result of any alteration, modification, or revision of the Software not made by Altai. In the event the Software becomes the subject of a bona fide third-party claim of infringement and an injunction is issued prohibiting the use thereof, and an injunction issues prohibiting use thereof, Altai will, in its sole discretion, (i) secure for Licensee the right to use such infringing or violating Software, (ii) replace the infringing aspect of the Software with a non- infringing substitute of substantially equivalent functionality, or (iii) modify such infringing Software so that it becomes non-infringing.

6. LIMITATION OF LIABILITY

ALTAI’S TOTAL LIABILITY TO ANY AUTHORIZED USER OR END USER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT SUCH AUTHORIZED USER OR END USER PAID TO ALTAI DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY OR (B) $250.

7. DISCLAIMER OF WARRANTIES

EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE SOFTWARE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND ALTAI MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. ALTAI MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO ANY THIRD-PARTY SOFTWARE. LICENSEE PARTIES’ SOLE WARRANTY RELATING TO ANY THIRD-PARTY SOFTWARE IS THE WARRANTY, IF ANY, PROVIDED BY THE APPLICABLE MANUFACTURER/LICENSOR. ALTAI DOES NOT BACKUP OR STORE ANY LICENSEE PARTY DATA AND IS NOT RESPONSIBLE FOR LICENSEE PARTY DATA THAT IS LOST, STOLEN, OR DESTROYED.

8. AUDIT

During the Term of this Agreement and for a period of two (2) years after its expiration or termination, Licensee shall maintain complete and accurate records of Licensee’s use of the Software sufficient to verify compliance with this Agreement, including without limitation audit logs. Licensee shall permit Altai and its auditors, upon reasonable advance notice and during normal business hours, to examine such records and any systems used by Licensee in connection with the Software. The scope of any such audit will be limited to verification of Licensee’s compliance with the terms of this Agreement. Any audit performed under this paragraph shall be at Altai’s expense, unless the audit uncovers material non-compliance with this Agreement, in which case, Licensee shall reimburse Altai for its reasonable out-of-pocket expenses incurred in performing such audit.

9. DISPUTE RESOLUTION.

9.1 Negotiation and Mediation. Any controversy, claim or dispute arising out of or relating to this Agreement or the interpretation or breach thereof (a “Dispute”) shall initially be subject to good faith negotiation by and between the parties and if the Dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the Dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to arbitration. The expenses of the mediation shall be borne equally by the parties, provided that each party shall pay for and bear the cost of its own experts, evidence, and attorneys’ fees.

9.2 Arbitration. In the event that the Dispute is not resolved by mediation, upon written demand of any party hereto, the Dispute shall be submitted to and determined by mandatory binding arbitration administered and conducted by AAA in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Annapolis, Maryland before a single arbitrator selected pursuant to the Commercial Arbitration Rules. The decision of the arbitrator shall be final and binding upon the parties. Judgment upon the arbitration award may be entered in any court having jurisdiction.

9.3 Equitable Relief; Personal Jurisdiction and Venue. Notwithstanding the foregoing, each party shall be entitled to a decree of specific performance of the terms of this Agreement, or an injunction restraining any breach or threatened breach of this Agreement, from the state and Federal courts located in the State of Maryland, which right shall be in addition to any other remedies available to such party. Each party hereto irrevocably consents to the exclusive jurisdiction and venue of the state and Federal courts located in the State of Maryland (and any court in which appeal from such courts may be taken) in connection with any request for equitable relief pursuant to this Section 9.3.

9.4 Prevailing Party. The prevailing party in any Dispute requiring arbitration pursuant to Section 9.2 or litigation pursuant to Section 9.3 shall be entitled to recover from the other party its costs and fees, including reasonable attorneys’ fees, associated with such arbitration or litigation.

10. MISCELLANEOUS

10.1 Compliance with Laws. Licensee is solely responsible for ensuring that Licensee’s and its Authorized Users’ use of the Software complies with all applicable federal, state, local, and foreign statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of Licensee’s business and that Licensee has filed, obtained, maintained or submitted all necessary licenses, reports, documents, forms, notices, applications, records, submissions and supplements or amendments required by law.

10.2 Governing Law. Any dispute in connection with this Agreement shall be governed by the laws of the State of Maryland, excluding its choice of law rules. Each party irrevocably consents to the personal jurisdiction of the state and federal courts located in the State of Maryland for purposes of any lawsuit seeking to enforce this Agreement.

10.3 Assignment. Altai may assign this Agreement to a successor-in-interest pursuant to a merger, stock sale, or asset sale. Licensee Parties shall not assign any rights or delegate any obligations under this Agreement without Altai’s prior written consent.

10.4 Suggestions and Feedback. Altai shall have a royalty-free, worldwide, transferable, sub- licensable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations, or other feedback provided by any Licensee Party relating to the Software.

10.5 Notices. All notices or other communications required or permitted to be given under this Agreement shall be sent by electronic mail to the email address provided by each party in the Master Service Agreement and shall be deemed given when sent. If a party fails to provide an email address for notice, or delivery to the address provided by a party is unsuccessful, notice may be provided by any means reasonably calculated to provide the other party with actual notice.

10.6 Amendment. Altai may propose amendments to this Agreement at any time by providing written notice of such proposed amendments to Licensee. If not earlier accepted by Licensee, such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless Licensee informs Altai that it does not accept such amendments. In the event Licensee informs Altai that it does not accept the proposed amendments, the proposed amendments will not take effect and the existing terms will continue in full force and effect. No other modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Altai and Licensee.

10.7 Force Majeure. Altai and its affiliates will be liable for any for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including without limitation, acts of God, fire, strikes or labor disputes, electrical or power outages, natural disasters, the elements, epidemics, civil disturbances, acts of terrorism, war, or acts or orders of government.

10.8 Order of Precedence. In the event of any conflict between this Agreement, the Master Service Agreement, the Support Agreement, the Standard Rate Schedule, and any Ordering Document, the order of precedence will be: (a) the most recently executed Ordering Document (provided that such Ordering Document is signed by both parties and specifically identifies the applicable Section(s) of this Agreement, the Support Agreement, or the Standard Rate Schedule to be superseded), (b) the Master Service Agreement, (c) this Agreement, (d) the Support Agreement, and (e) the Standard Rate Schedule.

10.9 Entire Agreement. This Agreement constitutes the entire Agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written. Any subscription set forth in any Ordering Document or agreement between the parties for access to Altai Software shall be governed by the terms hereof.