Terms and Conditions

• Order Form: any quotation, order form, statement of work, subscription schedule, or service agreement issued by us and accepted by you that references these Terms and describes the Services, deliverables, licence metrics, fees, and term.
• SaaS Products: our cloud-hosted software applications made available on a subscription basis.
• Licensed Software: our proprietary software products supplied to you for installation and use in your own environment under a licence, together with any Documentation, updates, and Licence Keys.
• Licence Key: the activation code, licence file, or credential that enables use of the Licensed Software within the permitted scope.
• Licence Metric: the unit by which use of the Licensed Software is measured and priced, as stated in the Order Form — for example named users, concurrent users, devices, servers, cores, instances, or sites.
• Maintenance and Support: the update, upgrade, and technical support entitlement for Licensed Software described in Section 5 and the applicable Order Form.
• Professional Services: IT, consulting, implementation, integration, migration, and managed services performed under an Order Form.
• Deliverables: the specific work product identified in an Order Form to be developed and delivered to you as part of a Professional Services engagement.
• Customer Data: all data, content, files, and materials submitted to the SaaS Products by you or your Users, or that we access or process on your behalf in delivering the Services.
• Users: individuals you authorise to access the Services under your account or licence, including employees, contractors, and agents.
• Documentation: our then-current user guides, technical specifications, installation guides, and operating manuals for the Services.
• Agreement: these Terms, together with each Order Form, the Privacy Policy, the Cookie Policy, the End User Licence Agreement where applicable, and the Data Processing Addendum where applicable.

Quotations are invitations to treat and are valid for thirty (30) days from issue unless stated otherwise, after which pricing is subject to change. An order is accepted, and a binding contract formed, only when we countersign the Order Form or issue written confirmation of acceptance. We may decline any order at our discretion, including on credit or compliance grounds. Quotations are based on the requirements you provide; material changes to those requirements may result in a revised quotation.

In the event of conflict, the following order of precedence applies: (a) the Data Processing Addendum, with respect to the processing of personal data; (b) the applicable Order Form; (c) these Terms; (d) the End User Licence Agreement; and (e) the Documentation. No terms contained in any purchase order, vendor portal, supplier questionnaire, or other Customer-issued document will apply, and any such terms are expressly rejected, even if we acknowledge or reference that document.

• You must provide accurate, current, and complete registration and billing information and keep it up to date.
• You are responsible for maintaining the confidentiality of account credentials and Licence Keys, and for all activity occurring under your account, whether or not authorised.
• You must ensure each User complies with the Agreement and remain responsible for their acts and omissions as if your own.
• You must notify us immediately at info@softwarepac.com of any suspected unauthorised access to your account or disclosure of a Licence Key.
• Credentials and Licence Keys may not be shared between individuals. Named-user entitlements may be reassigned to a replacement individual but may not be used concurrently by more than one person.
• You must provide timely access to systems, environments, credentials, information, and personnel reasonably required for us to perform Professional Services, and designate a contact with authority to give approvals.
• You must maintain your own backups of Customer Data and system configurations independent of the Services, and ensure your environment meets the minimum requirements in the Documentation.

Delays or failures caused by your failure to meet these responsibilities will not constitute a breach by us, and any resulting schedule or fee impact will be borne by you.

4.1 Licence grant

Subject to the Agreement and payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence to install and use the Licensed Software in object code form, for your internal business purposes only, within the Licence Metric, quantity, environment, territory, and term stated in the Order Form. Unless the Order Form states that the licence is perpetual, the licence is a subscription or term licence and expires at the end of the stated period.

4.2 Delivery and activation

Licensed Software is delivered electronically. Delivery is deemed complete when we make the download available to you and issue the Licence Key, whether or not you download or install it. Title to media does not pass, and no physical delivery is made. You are responsible for installation in your own environment unless installation services are purchased under an Order Form. The Licensed Software may include activation, licence validation, or entitlement-check functionality, and you must not circumvent or disable it.

4.3 Scope and permitted copies

• You may make a reasonable number of copies solely for backup, archival, and disaster recovery purposes, provided all proprietary notices are reproduced.
• You may install and use the Licensed Software in non-production environments for testing, staging, and development, in reasonable quantities, unless the Order Form provides otherwise.
• You may permit contractors and outsourced service providers to use the Licensed Software solely for your benefit and within your entitlement, provided you remain responsible for their compliance.

4.4 Licence restrictions

Except to the extent expressly permitted by the Agreement or by applicable law that cannot be excluded, you will not:

• Exceed the Licence Metric or quantity purchased, or use the Licensed Software beyond the permitted environment or territory.
• Reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, or underlying structure.
• Copy, modify, adapt, translate, or create derivative works of the Licensed Software or Documentation.
• Rent, lease, lend, sell, sublicense, distribute, assign, or otherwise transfer the Licensed Software, or use it to provide hosting, outsourcing, service bureau, or managed services to third parties.
• Remove, alter, or obscure any proprietary notice, product identification, or Licence Key.
• Circumvent technical protection, activation, or usage-metering measures, or use unauthorised keys or licence files.
• Publish or disclose benchmark or performance results without our prior written consent.
• Use the Licensed Software to develop a competing product.

4.5 Licence verification

On at least thirty (30) days' written notice, and no more than once in any twelve (12) month period, we may verify your compliance with the Licence Metric. Verification will be conducted during business hours, without unreasonable disruption, and subject to confidentiality. You will provide reasonable cooperation and access to deployment records. If verification reveals use in excess of your entitlement, you will promptly purchase the additional licences at our then-current list price, effective from the date the excess use began, and if the shortfall exceeds five percent (5%) of the entitlement you will also reimburse our reasonable verification costs.

4.6 End User Licence Agreement

Where the Licensed Software is supplied with a click-through or shrink-wrap End User Licence Agreement, that agreement governs the technical terms of use as between us and each User. In the event of conflict between the EULA and these Terms with respect to the commercial terms of your purchase, these Terms and the Order Form prevail.

Where purchased, Maintenance and Support entitles you to error corrections, updates, and new versions of the Licensed Software that we make generally available to customers on the same programme, together with technical support in accordance with the response targets in the Order Form. Maintenance and Support does not include new products or separately priced modules, on-site attendance, custom development, or support for versions that have reached end of life, for unsupported operating environments, or for software you have modified.

Maintenance and Support is purchased for annual terms and renews automatically unless either party gives thirty (30) days' written notice before renewal. If you allow it to lapse and later wish to reinstate it, we may charge back-maintenance for the lapsed period plus a reinstatement fee. Subscription and term licences include Maintenance and Support for the licence term and cannot be purchased without it.

We may designate a version of the Licensed Software as end of life on at least twelve (12) months' written notice, after which we have no obligation to provide updates or support for that version. Perpetual licences remain valid after end of life, but continued use is at your own risk.

Subject to the Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the SaaS Products for your internal business purposes, in accordance with the Documentation and any usage limits in the Order Form. The restrictions in Section 4.4 apply equally to the SaaS Products. We reserve all rights not expressly granted.

We will perform Professional Services as described in the applicable Order Form, in a professional and workmanlike manner, using appropriately skilled personnel. Unless expressly stated to be fixed-price, services are provided on a time-and-materials basis and estimates are not guarantees. Any change to agreed scope, schedule, or deliverables must be documented in a written change order signed by both parties before the affected work proceeds. We may use qualified subcontractors and remain responsible for their performance.

• Fees are set out in the applicable Order Form. Unless stated otherwise, licence and subscription fees and Maintenance and Support fees are invoiced in advance, and Professional Services are invoiced monthly in arrears.
• Invoices are payable within thirty (30) days of the invoice date in U.S. dollars by the methods stated on the invoice. We may require prepayment or a deposit for new customers or large engagements.
• Except as expressly provided in the Agreement or required by law, fees are non-refundable and payment obligations are non-cancellable. Licence fees for delivered Licensed Software are non-refundable once the Licence Key has been issued.
• Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and you are responsible for reasonable costs of collection, including attorneys' fees.
• We may suspend the Services, including Maintenance and Support and SaaS access, on ten (10) days' written notice if any undisputed amount remains unpaid past its due date. Suspension does not relieve you of the obligation to pay.
• You must notify us in writing of any good-faith fee dispute within fifteen (15) days of the invoice date; undisputed amounts remain payable when due.
• Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on our net income. If you are required to withhold tax, you will gross up so that we receive the full invoiced amount. If you claim tax-exempt status you must provide a valid exemption certificate.
• Pre-approved travel and out-of-pocket expenses incurred in delivering Professional Services are reimbursable at cost.

Each subscription and each Maintenance and Support term begins on the start date in the Order Form and continues for the stated initial term, renewing automatically for successive equal periods unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. We may adjust fees on renewal by giving at least forty-five (45) days' written notice before the end of the current term. Seat or quantity reductions take effect at the start of the next renewal term.

Because the Licensed Software is delivered electronically and the SaaS Products are made available immediately, we do not offer a general right of return or cancellation for change of mind. Refunds are available only where expressly stated in the Agreement — specifically under the warranty remedy in Section 13, the infringement remedy in Section 15.1, and on termination by you for our uncured material breach. Where a refund is due, it will be calculated pro rata on prepaid, unused fees for the remainder of the then-current term.

You will not, and will not permit any User or third party to:

• Use the Services in violation of any applicable law, regulation, or third-party right.
• Upload or transmit malware, viruses, ransomware, or other harmful code.
• Attempt to gain unauthorised access to the Services, related systems, or another customer's data.
• Probe, scan, or penetration-test the SaaS Products without our prior written consent.
• Circumvent or exceed usage limits, throttling, licence controls, or access controls.
• Use the Services to send unsolicited bulk communications or to store or transmit unlawful, defamatory, harassing, or infringing material.

We may suspend access to the SaaS Products without prior notice where we reasonably believe continued access presents a security risk, would cause material harm to the Services or other customers, or is required by law. We will restore access promptly once the cause is resolved and will notify you as soon as reasonably practicable.

11.1 Our intellectual property

We and our licensors retain all right, title, and interest in and to the Services, the Licensed Software, the SaaS Products, the Documentation, our source code, algorithms, know-how, methodologies, templates, tools, trade marks, and all improvements and derivative works thereof. The Licensed Software is licensed, not sold, and no ownership passes to you. Except for the limited rights expressly granted in the Agreement, no rights are granted by implication, estoppel, or otherwise.

11.2 Third-party and open source components

The Licensed Software and SaaS Products may include third-party or open source components licensed under their own terms, which are identified in the Documentation or an accompanying notices file. Those terms govern your use of the relevant components and, to the extent they conflict with the licence granted here, take precedence for those components only. Nothing in the Agreement limits any right you have under an applicable open source licence.

11.3 Deliverables

Subject to full payment of all applicable fees, we assign to you the intellectual property rights in the Deliverables specifically created for you under an Order Form, excluding our Pre-Existing Materials. "Pre-Existing Materials" means anything owned or developed by us independently of the engagement, including the Licensed Software, tools, frameworks, libraries, and generic components. We grant you a perpetual, non-exclusive, royalty-free licence to use Pre-Existing Materials solely as embedded in and necessary to use the Deliverables.

11.4 Customer Data

You retain all right, title, and interest in Customer Data. You grant us a limited, non-exclusive, worldwide licence to host, copy, transmit, display, and process Customer Data solely to provide, secure, and support the Services. You represent that you have all rights necessary to grant this licence and that Customer Data does not infringe third-party rights or violate applicable law.

11.5 Feedback and usage data

If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation. We may collect and use aggregated, de-identified statistical data derived from operation of the Services to improve and develop our offerings, provided such data does not identify you, your Users, or Customer Data.

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential, including the Licensed Software, Documentation, pricing, and Customer Data. It excludes information that is or becomes public through no fault of the recipient, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the discloser's Confidential Information.

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under the Agreement, and disclose it only to personnel and advisers with a need to know who are bound by confidentiality obligations no less protective than these. A party may disclose where required by law or court order, provided it gives prompt notice where legally permitted and reasonably cooperates in seeking protective treatment. These obligations survive for three (3) years after termination, and indefinitely for trade secrets, the Licensed Software, and Customer Data.

Each party represents that it has the legal power and authority to enter into the Agreement.

We warrant that: (a) for ninety (90) days from delivery, the Licensed Software will perform materially in accordance with the Documentation when properly installed and used in a supported environment; (b) the SaaS Products will perform materially in accordance with the Documentation during the subscription term; and (c) Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. We further warrant that the Licensed Software, as delivered, does not contain any code intentionally designed to disable or damage your systems.

Your exclusive remedy for breach of these warranties is for us to repair or replace the non-conforming Licensed Software, re-perform the deficient services, or correct the non-conformity, and if we cannot do so within a reasonable period, to terminate the affected Services and receive a refund of fees paid for the non-conforming item — for perpetual licences, a refund of the licence fee paid, and for subscriptions and services, a pro-rata refund of prepaid, unused fees. The warranties do not apply where non-conformity results from your modification, misuse, use outside the Documentation or a supported environment, or combination with items not supplied by us.

15.1 By us

We will defend you against any third-party claim alleging that the Licensed Software or SaaS Products, when used as authorised under the Agreement, infringe that third party's patent, copyright, trade mark, or trade secret, and will pay damages finally awarded or amounts in settlement approved by us. If such a claim arises or we believe it may, we may at our option procure the right to continue use, modify or replace the affected item to be non-infringing, or terminate the affected Services and refund prepaid unused fees or, for a perpetual licence, the licence fee paid less straight-line depreciation over three (3) years. We have no obligation for claims arising from Customer Data, combination with items not supplied by us, modifications not made by us, use of a superseded version where the claim would have been avoided by using a current version, use in breach of the Agreement, or use of beta or free features.

15.2 By you

You will defend, indemnify, and hold harmless SoftwarePac LLC and its officers, directors, employees, and agents against any third-party claim arising from Customer Data, your or your Users' use of the Services in breach of the Agreement or applicable law, or your violation of a third party's rights.

15.3 Procedure

The indemnified party must give prompt written notice, grant the indemnifying party sole control of the defence and settlement (provided no settlement imposing liability or admission on the indemnified party is made without its consent), and provide reasonable cooperation at the indemnifying party's expense. This Section states each party's exclusive remedy for third-party infringement claims.

These limitations do not apply to: your payment obligations; your breach of the licence restrictions in Section 4.4; either party's indemnification obligations; breach of confidentiality obligations; or liability that cannot be excluded under applicable law, including for fraud or wilful misconduct. The limitations allocate risk between the parties and form an essential basis of the bargain, and apply even if a limited remedy fails of its essential purpose.

We use commercially reasonable efforts to make the SaaS Products available on a continuous basis, excluding scheduled and emergency maintenance and events beyond our reasonable control. Where an Order Form incorporates a service level agreement, that SLA sets out the availability commitment, support response targets, and service credits, and service credits are your sole and exclusive remedy for failure to meet committed availability.

The Services may interoperate with third-party products. Your use of those products is governed by your agreement with the relevant provider. We make no representations regarding third-party products and are not liable for any act or omission of a third-party provider. If a third-party provider ends interoperability, we may cease providing the relevant feature without liability.

Features designated as beta, preview, evaluation, or trial are provided "as is" without warranty, support, or service level commitment, may be modified or discontinued at any time, and may be subject to additional terms. Evaluation licences for Licensed Software are limited to the stated evaluation period and to non-production use, and terminate automatically at the end of that period. We will have no liability arising from your use of beta, evaluation, or trial offerings.

Our collection and use of personal data is described in our Privacy Policy and Cookie Policy. Where we process personal data on your behalf as a processor — principally in connection with the SaaS Products, and during any support or managed-services access to your systems — our Data Processing Addendum applies and is incorporated by reference. Where you install the Licensed Software in your own environment, you are the controller of the personal data processed by it, we generally have no access to that data, and you are responsible for its protection. Each party will comply with applicable data protection laws.

• The Agreement remains in effect until all Order Forms have expired or been terminated.
• Either party may terminate for material breach on thirty (30) days' written notice if the breach remains uncured at the end of that period.
• Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings not dismissed within sixty (60) days.
• We may terminate the licence to the Licensed Software immediately on written notice if you materially breach the licence restrictions in Section 4.4, and such breach is not cured within ten (10) days where capable of cure.
• On termination, your right to access the SaaS Products ceases, all outstanding fees become immediately due, and each party will return or destroy the other's Confidential Information on request.
• On termination or expiry of a subscription or term licence, you must cease all use of the Licensed Software, uninstall and destroy all copies, and certify destruction in writing on request. A perpetual licence survives termination of the Agreement provided you have paid all fees and continue to comply with the licence restrictions.

For thirty (30) days after termination or expiry of a SaaS subscription, you may export Customer Data using the export functionality in the Services, or request an export in a standard machine-readable format. After that period, we will delete or de-identify Customer Data in accordance with our retention schedule and the Data Processing Addendum, except where retention is required by law. We may charge reasonable fees for migration assistance beyond standard self-service export.

Neither party will issue a press release referencing the other without prior written consent. We may identify you as a customer and use your name and logo in customer lists and on our website, subject to your trade mark usage guidelines, and you may withdraw this permission at any time on written notice to info@softwarepac.com.

Neither party will be liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour dispute, governmental action, internet or telecommunications failure, power failure, or failure of a third-party hosting provider. The affected party will notify the other promptly and use reasonable efforts to resume performance. If such an event continues for more than sixty (60) days, either party may terminate the affected Order Form on written notice.

Each party will comply with applicable laws in performing under the Agreement. The Licensed Software and SaaS Products may be subject to U.S. export control and sanctions laws. You represent that you are not located in, and will not use or export the Services to, a country subject to U.S. embargo, that you are not listed on any U.S. government list of prohibited or restricted parties, and that you will not use the Services for any prohibited end use, including nuclear, chemical, biological weapons, or missile technology applications. Neither party will offer or accept any bribe, kickback, or improper payment in connection with the Agreement.

The Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through escalation to senior management for a period of thirty (30) days. Thereafter, the parties submit to the exclusive jurisdiction of the state and federal courts located in Roanoke, Virginia, and each party consents to personal jurisdiction and venue there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Each party waives any right to a jury trial and to participate in a class or representative action.

We may modify these Terms from time to time. The updated version will be posted with a revised Effective Date and version number. Where changes are material, we will give at least thirty (30) days' notice, and they will apply from the start of your next renewal term for active subscriptions and Maintenance and Support terms. Changes do not retroactively alter the terms of a perpetual licence already granted. If you do not agree to a material change, you may terminate the affected Order Form before the change takes effect and receive a pro-rata refund of prepaid, unused fees.

• Notices: Notices to us must be sent to info@softwarepac.com and to 4727 Valley View Blvd. NW #1096, Roanoke, VA 24012, United States. Notices to you may be sent to the contact address in your account or Order Form. Notices are deemed given on receipt, or on the next business day if sent by email.
• Assignment: Neither party may assign the Agreement without the other's prior written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all assets on written notice. Any other attempted assignment is void.
• Independent contractors: The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
• No third-party beneficiaries: The Agreement is for the benefit of the parties only and confers no rights on any third party.
• Severability: If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions remain in full effect.
• No waiver: Failure to enforce any provision is not a waiver of the right to enforce it later. Waivers must be in writing.
• Survival: Sections concerning fees, licence restrictions, intellectual property, confidentiality, data export and deletion, disclaimers, indemnification, limitation of liability, governing law, and general provisions survive termination.
• Entire agreement: The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, agreements, and understandings, whether written or oral.
• Counterparts and electronic signature: Order Forms may be executed in counterparts and by electronic signature, each of which is deemed an original.
• Headings and interpretation: Headings are for convenience only. 'Including' means 'including without limitation'.

Questions about these Terms may be directed to:

SoftwarePac LLC

4727 Valley View Blvd. NW #1096

Roanoke, VA 24012, United States

Email: info@softwarepac.com