SOFTWARE SUBSCRIPTION LICENCE AGREEMENT

This Software Subscription Licence Agreement (the "Agreement") is made and effective as soon as an active subscription or demo is in place.,

BETWEEN:

Licencee ("Licencee"), the party acquiring the licence to use the software.

AND:

Licence Provider ("Licence Provider" or "Provider"), the party granting the licence to use the software.

WHEREAS, Licence Provider has developed a Gestalt PnID software product described in Schedule A (the "Software") and desires to grant Licencee a licence to use the Software.

WHEREAS, Licencee wishes to use the Software under the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:


1. Definitions


The following terms shall have the respective meanings indicated, applicable to both singular and plural forms:

- "Software" refers to the Gestalt PnID software product specified in Schedule A, provided in machine-readable object code form.
- "Documentation" means user, system, and installation documentation related to the Software.
- "Licence" grants Licencee a non-exclusive, non-transferable licence to use the Software solely for its internal business operations.


2. Licence Grant


2.1 Usage Rights: Licence Provider grants Licencee a non-exclusive, non-transferable licence to use the Software and Documentation solely for its internal business operations, with ten seats for users to create and monitor PnID dashboards.

2.2 Restrictions: Licencee shall not distribute, sublicense, modify, reverse engineer, or use the Software for time-sharing or outsourcing purposes without prior written consent from Licence Provider.


3. Term and Renewal


3.1 Initial Term: The initial term of this Licence shall be as per the term commitment specified in the Azure Marketplace offer taken by Licence Provider, commencing on the Effective Date.

3.2 Renewal: Licencee may renew this Licence for additional terms upon payment of the applicable renewal fees. Failure to renew the Licence upon expiration will result in termination of access to the Software.


4. Delivery and Acceptance


4.1 Delivery: Licence Provider shall deliver the Software and Documentation to Licencee by the Delivery Date specified in Schedule B.

4.2 Acceptance: Licencee shall have 30 days from the Delivery Date to perform acceptance testing. Acceptance shall occur upon operational use of the Software or after the expiration of the 30-day period without notice of any material errors.


5. Fees and Payment


5.1 Licence Fees: Licencee shall pay the subscription fees (Licence Fees) for the initial term and any renewal terms as specified in the Azure Marketplace offer. Payment shall be made through the Azure Marketplace billing system.

5.2 Billing Frequency: Licencee agrees to be billed according to the billing terms specified in the Azure Marketplace offer.


6. Intellectual Property


6.1 Ownership: All intellectual property rights in the Software and Documentation remain with Licence Provider.

6.2 Confidentiality: Licencee agrees to keep the Software and all related information confidential and to use it solely for the purposes outlined in this Agreement.


7. Warranty and Support


7.1 Warranty: Licence Provider warrants that the Software will operate substantially in accordance with the Documentation for a period of 90 days from Acceptance.

7.2 Support: Licence Provider will provide reasonable support and maintenance services during the Warranty Period.


8. Limitation of Liability


In no event shall either party be liable for consequential, incidental, or punitive damages arising from this Agreement, except for direct damages not exceeding the total Licence Fees paid by Licencee.


9. Termination


9.1 Termination for Convenience: Either party may terminate this Agreement at the end of any term upon written notice to the other party.

9.2 Breach: Either party may terminate this Agreement for material breach if not remedied within 30 days of written notice.


10. Governing Law


This Agreement shall be governed by and construed in accordance with the laws of [JURISDICTION], without regard to conflicts of laws principles.


11. Miscellaneous


11.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the Software and supersedes all prior agreements.

11.2 Amendment: Any amendment to this Agreement must be in writing and signed by both parties.