Commercial Software License Agreement

This Commercial Software License Agreement (hereinafter “Agreement”) is a legal agreement made as of [purchase date] (the “Effective Date”), between [Licensee] (“You” or “Licensee”) and [Licensor] (“Licensor”).

RECITALS

A. Licensor has developed certain software (the “Software”) and wishes to grant Licensee a commercial license to use the Software in accordance with the terms, conditions, and obligations set forth herein.

B. Licensee desires to obtain such a license and agrees to be bound by the terms, conditions, and obligations of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, promises, and agreements herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. License Grant
   Licensor hereby grants Licensee a non-exclusive, non-transferable license to commercially use the Software, subject to the terms and conditions of this Agreement.
2. Use and Restrictions
   Licensee may not copy, transfer, sublicense, market, or distribute the Software in any manner that does not comply with this Agreement. Licensee may use the Software for its own commercial purposes, provided such use does not violate any applicable laws. Licensee shall not allow any third party to access or utilize the Software or any part thereof.
3. License Key and Activation
   Once activated, the license key ensures that the application will continue to function normally as long as it can connect to the license server. If the license key expires, the user will lose access, unless a new license key is purchased. The licensing system allows for up to three installations—either on different machines or on the same machine in case of a hard drive failure. Any attempt to circumvent the license system will result in deactivation of the license key.
4. Intellectual Property Rights
   The Software and all associated intellectual property rights are and shall remain the exclusive property of Licensor. This Agreement does not grant Licensee any intellectual property rights or any other ownership rights to the Software or any derivative works thereof.
5. Warranty Disclaimer
   Licensor makes no representations or warranties regarding the content, quality, functionality, or performance of the Software. All warranties, whether express or implied, including but not limited to implied warranties of merchantability, non-infringement, title, or fitness for a particular purpose, are expressly disclaimed.
6. Indemnification
   Licensee agrees to indemnify and hold Licensor harmless from any and all losses, costs, damages, or expenses arising out of Licensee’s breach or violation of this Agreement.
7. Limitation of Liability
   In no event shall Licensor or any of its licensors be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, lost savings, or lost data, arising out of or related to the use of the Software.
8. Termination
   This Agreement is effective until terminated by either party. Should Licensee breach any terms or conditions of this Agreement, Licensor may terminate the Agreement immediately. Upon termination, Licensee shall cease all use of the Software and destroy or return all copies in its possession or control.
9. Entire Agreement
   This Agreement constitutes the entire agreement between the parties regarding the use of the Software and supersedes all prior written or oral agreements. Any amendments or modifications to this Agreement must be in writing and signed by both parties.
10. Governing Law
    This Agreement shall be governed by the laws of [Florida].

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Licensor:
Toledo Systems LLC
info@toledosystems.net

Licensee:
[Customer]