LICENSE

THIS LICENSE AGREEMENT (“Agreement”), is made by and between InTech Solutions, Inc. (DBA CompliancyIT) with a principal place of business located at One Northgate Square, Ste. 202, Greensburg, PA 15601 (hereinafter “INTECH”), and the corporation accepting the Terms of Service License (hereinafter “CLIENT”). 

WHEREAS INTECH will provide electronic materials to CLIENT contained in the CMMC IT Documentation Toolkit Portal (hereinafter, “the Materials”) in accordance with the terms of this Agreement; and

WHEREAS CLIENT intends to accept the Materials in accordance with the terms of this Agreement.

NOW, THEREFORE, the parties intending to be legally bound hereby, and for good and valuable consideration, the receipt of which is hereby acknowledged, have agreed and do hereby agree as follows:

1. Limited License.

1.1.      License Grant.  INTECH hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license to use the Materials for internal purposes for the Term (as defined below) (hereinafter “License”), subject to the limitations and restrictions set forth herein.  No additional rights are granted by this License, and any rights that are not expressly granted by this Agreement shall not be implied.  No transfer of ownership of the Materials or any intellectual property underlying the Materials is intended by this Agreement.  The License does not include any updates, revisions, or new versions of the Materials.

1.2.      Additional Limitations and Terms of Use.  The Materials must be securely stored on computing devices under the control of CLIENT.  Unless express written authorization is provided by INTECH, CLIENT is prohibited from: (i) altering, obscuring, or removing any trademark, copyright notice, or other legal notice displayed by or contained in any portion of the Materials; (ii) branding or rebranding the Materials to suggest, expressly or impliedly, that CLIENT is the originator of the Materials; (iii) providing the Materials to any other entity; (iv) storing the Materials in any publicly-accessible network location; (v) storing the Materials on personal computing devices of employees or contractors of CLIENT or on any unsecured computing devices; and (vi) using the Materials for the benefit of any third party.

2.   Consideration. In consideration of the License granted herein, CLIENT agrees to pay INTECH according to the payment terms set forth in this portal.

3.   Term. This Agreement shall commence on the date of execution of this Agreement and continue in perpetuity or until terminated.  This Agreement shall be terminated only according to the provisions of Section 7 of this Agreement.

4.   Negation of Rights Not Licensed. Any rights that are not expressly granted by this Agreement shall not be implied.  The License granted pursuant to this Agreement authorizes or permits only the actions and uses of the Materials as provided for in Section 1.  Except for the limited rights and license expressly granted hereunder, no other license is granted, no other use is permitted, and INTECH shall retain all right, title, and interest in and to the Materials and all intellectual property and proprietary rights embodied therein.

5. Disclaimer of Warranty and Indemnification.

            INTECH DOES NOT WARRANT THE PERFORMANCE OR RESULTS CLIENT MAY OBTAIN BY IMPLEMENTING, PRACTICING, OR USING THE MATERIALS.  THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND.  TO THE FULLEST EXTENT PERMITTED BY LAW, INTECH HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL, OR WRITTEN, WITH RESPECT TO THE MATERIALS AND SUPPORT SERVICES ASSOCIATED THEREWITH, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

            CLIENT ASSUMES THE ENTIRE RISK OF USING THE MATERIALS.  SHOULD CLIENT INCUR ANY LIABILITY ARISING OUT OF ITS USE OF THE MATERIALS, CLIENT IS SOLELY RESPONSIBLE FOR SUCH LIABILITY.

            CLIENT SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS INTECH AND ANY OF ITS AFFILIATES, PARTNERS, AND AGENTS AGAINST ANY LIABILITY, DAMAGE, LOSS, OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES OF LITIGATION) INCURRED BY OR IMPOSED UPON CLIENT IN CONNECTION WITH ANY CLAIMS, SUITS, ACTIONS, DEMANDS, OR JUDGMENTS ARISING OUT OF CLIENT’S IMPLEMENTATION, PRACTICE, OR USE OF THE MATERIALS LICENSED HEREIN INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS OF PERSONAL INJURY, NEGLIGENCE, BREACH OF CONTRACT, OR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

            IN NO EVENT WILL INTECH BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

6. Representations.  INTECH and CLIENT each represent that it has the power and authority to enter into this Agreement.

7. Termination. This Agreement and the License granted hereunder may only be terminated within the Term set forth above by a subsequent written agreement between INTECH and CLIENT, or through CLIENT’s breach of this Agreement or the License granted hereunder.  For example, and without limitation, a breach of this Agreement shall include CLIENT’s unauthorized performance of any of the prohibited activity in Section 1 of this Agreement.

8. Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America, without regard to any conflicts of laws or provisions therein.  Any and all disputes arising hereunder shall be litigated, if at all, in either the Federal or State courts in the city of Greensburg in the Commonwealth of Pennsylvania, it being the intention of both parties that the Commonwealth of Pennsylvania shall serve as the exclusive forum for dispute resolution. 

9. Binding Duties. This Agreement shall be binding upon the parties hereto, their successors, assignees, agents, representatives, and heirs.

10. No Waiver. The failure of either party to enforce, in any one or more instances, any of the terms and conditions of this Agreement shall not be construed as a waiver of the future performance of any such term or condition.

11. Entire Agreement. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties relating to its subject matter and that this Agreement supersedes all prior and contemporaneous agreements concerning the subject matter hereof and may not be modified except in writing signed by the authorized representatives of both parties and specifically referring to the Agreement.

WHEREFORE, by clicking the button below and finalizing your purchase of the CMMC IT Documentation Toolkit, the parties acknowledge that they have reviewed carefully each and every term contained in this Agreement, which they understand is a legally binding document, and further acknowledge that the understandings and agreements expressed hereunder are binding upon them.