SOFTWARE LICENSING AGREEMENT (EULA)
This Software Licensing Agreement (the “Agreement”) is entered into and effective as of the Licensee’s approval of the quotation (the “Effective Date”). This Agreement is made by and between SKEYEWATCH, INC., a Florida Profit Corporation, with its principal office at 5207 Commercial Way, Spring Hill, FL 34606 (the “Company”), and the customer acquiring the license to skEYEwatch’s software (the “Licensee”), as identified in the approved quotation. The Company and the Licensee are collectively referred to as the “Parties” and individually as a “Party.”
Definition of Software: For purposes of this Agreement, “Software” refers to all proprietary software products developed, licensed, or sold by the Company, including but not limited to skEYEtrax, skEYEvue, skEYEvue XR, skEYEvue MAX, Dispatch360, RAILvue, RAILvue XR, skEYEvue AI, and any related modules, plug-ins, extensions, updates, or future versions.
1. License To The Software
1.1 License Grant: The Company grants the Licensee a limited, non-exclusive, non-transferable license to use the Software solely for internal business operations, subject to timely payment of Licensing Fees.
1.2 Phone Support: Licensee is entitled to reasonable technical support during standard business hours.
1.3 Equipment: Hardware may be separately purchased. Together, the Software and Equipment constitute the “Solution.”
2. Intellectual Property
2.1 IP Ownership: All intellectual property rights remain the exclusive property of the Company.
2.2 Authorized Vehicles: Use is limited to properly licensed vehicles.
2.3 Authorized Users: Licensee controls user credentials.
2.4 Restrictions: No copying, resale, reverse engineering, or derivative works.
2.5 Improvements: Related improvements become Company property.
3. Information Provision
The Licensee agrees to provide:
- Authorized User information
- User role assignments
- Authorized Vehicle list
- Other reasonably requested operational data
4. Onboarding and Initial Billing
4.1 Onboarding Fee: The first month’s upfront charge constitutes a one-time onboarding and implementation fee covering training, configuration, hardware coordination, integrations, workflow development, testing, and deployment assistance necessary to achieve operational use.
4.2 Onboarding Period: Onboarding is expected to be completed within thirty (30) days from the Effective Date.
4.3 Commencement of Recurring Billing: Recurring Licensing Fees begin at the conclusion of the 30-day Onboarding Period regardless of onboarding completion status.
4.4 Client Cooperation: Delays caused by Licensee shall not defer recurring billing unless agreed in writing.
4.5 Scope Changes: Any modified implementation schedules must be agreed in writing prior to the end of the Onboarding Period.
5. Payment of Licensing Fees
5.1 Licensing Fees: $69 per vehicle (standard) or $79 (AI-enhanced).
5.2 Fee Adjustments: Up to 5% annual increase after Initial Term.
5.3 Hardware Payments: Equipment must be paid in full at order.
5.4 Installation Expenses: Licensee covers related costs.
5.5 Billing Schedule: Monthly billing; payment due within fifteen (15) days.
5.6 Late Payments: 1.5% monthly late fee; suspension after 30 days.
6. Third-Party Services And Dependencies
Company is not liable for third-party service outages or changes.
7. Representations And Warranties
Company represents it has authority to grant the license and complies with applicable law.
8. Term And Termination
Initial term is twelve (12) months with automatic renewal unless terminated with notice.
9. Confidential Information
Each Party agrees to maintain confidentiality of non-public information.
10. Limitation of Liability
Company is not liable for indirect or consequential damages.
11. Indemnification
Licensee indemnifies Company for misuse or violations.
12. Disclaimers
Software provided “as-is.” No guarantees of uptime, AI accuracy, or NDAA compliance unless expressly warranted.
13. General Terms
Florida law governs. Binding arbitration applies. Entire Agreement clause included.
14. Software Updates And Feature Changes
Company may modify Software at any time without liability for workflow changes.