Software as a Service (SaaS) End User License Agreement
This End User License Agreement, including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between MTGBroker, LLC, a Florida limited liability company (“Licensor”) and the person or entity identified on the Order Form as the licensee of the Software (“Licensee”).
LICENSOR PROVIDES ACCESS TO THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY LICENSEE’S USE OF THE SOFTWARE YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT ACCESS OR USE THE SOFTWARE OR DOCUMENTATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.
Definitions:
“Authorized Users” means solely those individuals authorized to use the Software pursuant to the license granted under this Agreement.
“Documentation” means Licensor’s user manuals, handbooks, and installation guides relating to the Software provided by Licensor.
“Intellectual Property Rights” means all rights related to any patent, copyright, trademark, trade secret, or other intellectual property laws globally.
- “Order Form” means the form submitted by Licenseeand accepted by Licensor
,for Licensee’s subscription. - “Software” means MTGBroker SaaS platform as described in the Order Form.
- “Updates” means updates, bug fixes, patches, or other corrections to the Software provided to Licensee.
- “User Content” means data uploaded or entered by Licensee into the Software.
License Grant and Scope:
Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to access and use the Software on a SaaS basis via the internet solely by and through Authorized Users during the Term for Licensee’s internal business purposes in accordance with the Documentation.
User Content:
Licensee retains ownership of User Content and grants Licensor a license to host, copy, process, and display User Content as needed to provide the Software and services.
Third-Party Materials:
The Software may include third-party materials subject to additional terms.
Use Restrictions:
Licensee shall not:
- Use the Software beyond the scope of the license;
- Share access with third parties;
- Modify, reverse engineer, or create derivative works of the Software;
- Use the Software in violation of any law;
- Use the Software for competitive analysis.
Responsibility for Use:
Licensee is responsible for all use of the Software through its account.
Maintenance and Support.:
Licensor may provide Updates at its discretion without any guarantee of support service levels.
Collection and Use of Information:
Licensor may collect and use information to operate, maintain, and improve the Software and to ensure compliance with this Agreement.
Intellectual Property Rights:
Licensee receives no ownership in the Software or Documentation, only the rights to use as outlined herein.
Payment Terms:
Licensee agrees to pay fees specified in the Order Form, billed monthly in advance. Payments are non-refundable. Licensor may suspend access for non-payment and charge late fees.
Disclaimer of Warranties:
THE SOFTWARE IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Indemnification:
Licensee agrees to indemnify Licensor against claims arising from Licensee’s use of the Software, User Content, or violation of laws.
Term and Termination.:
The Agreement remains effective until terminated by either party. Licensor may terminate for non-payment or breach. Licensee must cease use upon termination.
Limitation of Liability:
Licensor’s liability will not exceed the total fees paid under this Agreement. Licensor is not liable for indirect, incidental, or consequential damages.
Modification of Terms:
Licensor may modify this Agreement with notice. Continued use after changes indicates acceptance.
Dispute Resolution and Arbitration:
Disputes will be resolved by binding arbitration in Dallas, Texas under the AAA Commercial Arbitration Rules.
Miscellaneous:
This Agreement is governed by Texas law. It constitutes the entire agreement between the parties. Licensee may not assign this Agreement without Licensor’s consent.
Contact:
For questions, contact: legal@mtg.broker