Terms & Conditions
1. Grant of Access
In consideration of the payment of the applicable fees as discussed below, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sub licensable, personal license to access and use Licensor's proprietary software, and those additional modules and/or services selected and paid for by Licensee, as listed on the attached Business Proposal ("LinenTech Business Proposal"). The Software will be provided through an internet connection to servers hosted by Licensor at Licensor's location (hereinafter, "Hosted Services")
2. Availability of Services
The Licensor approximates a 99% software uptime, not including scheduled maintenance which consists of up to two (2) hours per month. Licensee will be informed one week prior to any such scheduled maintenance. Neither Licensor nor any party affiliated with Licensor warrants that the Software, or access thereto, is, or will be, uninterrupted or without error.
This Agreement does not grant to the Licensee or any third party any right to use the Software except as expressly set forth herein, nor does it grant to Licensee or any third party any ownership right, title in, or interest in or to the Software. All right, title, or interest in or to the copyrights, trademarks, patents, trade secrets and all other intellectual property rights in the Software are and shall remain with Licensor. Licensor may place copyright and/or proprietary notices, including hypertext links, within the Software indicating Licensor's proprietary interest therein. Licensee may not remove, obscure or modify such notices without Licensor's prior written permission.
4. Protection of Intellectual Property
Licensee acknowledges that the Software contains confidential and proprietary information, and substantial and valuable trade secrets of Licensor and third parties related to Licensor. Licensee shall use the same care to protect the Software against any use, copying, disclosure or dissemination not expressly authorized by this Agreement that it uses to protect its own most valuable proprietary information and materials, but in no event less than the care a reasonable business person would use under similar circumstances. Without limiting the foregoing, the Licensee may not give any third party access to the Software other than as expressly set forth herein, except third-party contractors who need access to the Software to perform services for Licensee and who have signed a nondisclosure agreement agreeing to protect the confidentiality of the Software.
5. Fees and Charges
Licensee agrees to pay, on or before the due date, the Licensor for the Software in accordance with the fees set forth in Business Proposal "LinenTech Business Proposal," attached hereto and incorporated herein. The Licensee shall also reimburse the Licensor for sale, use, and similar taxes arising from this Agreement that federal, state, and local government may require. In the event that Licensee fails to comply with this section, Licensor's obligation to perform under this Agreement shall terminate. The Licensor will send Licensee a minimum of two email reminders to meet the required payment obligations, upon failure of which Licensor will send a one week termination notice.
The term of this Agreement shall begin on the Date of Execution, and shall continue until terminated as provided herein. Upon expiry of forty-five-day trial period, this Agreement shall continue on month to month basis, commencing on the Date of Execution. At any time after the execution of Agreement Licensee or the Company may give the other ninety (90) days advance written notice of termination, for any reason, to the other Party at the address listed above, or as amended by the Parties from time to time. The termination request can also be send via company official email. If licensee chooses to terminate the agreement within the duration of trial period, a full refund of subscription charges incurred during that period will be issued by licensor.
7. Ownership of Licensee Data
Licensee shall own all of Licensee's data that is stored on Licensor's servers. Licensor and its employees and contractors shall have access to such data for support and maintenance purpose only. In addition, Licensee shall be entitled to an export of data, in a reasonable file format of Licensee's choosing.
8. Preservation of Licensee Data
Licensor shall use commercially reasonable level of care to (a) preserve the confidentiality of Licensee's data, and (b) not to disclose or make available to any third party data other than necessary in the performance of Licensor's obligations under this Agreement or pursuant to any court or administrative agency order, without the prior written consent of Licensee.
Licensor shall perform backup of Licensee's data stored in the database of the Software every day. Licensor shall store each backup for at least six days, and shall restore the Licensee's data within a day from any such backup upon request from Licensee.
10. Installation and Setup
The installation of the Software consists of granting access to Licensee's permitted users to the software, and training Licensee's permitted users in the use and administration of the Software. Licensee agrees to maintain an internet connection with bandwidth sufficient to make use of the Software.
11. Documentation and Training
Licensor agrees to provide Licensee with the following electronic documentation:
- LinenTech Front Office Manual
- LinenTech Production Manual
- LinenTech Shipping and Receiving Area Manual
Remote or onsite training classes can be provided at Licensee's location or other agreed upon locations," Licensee will request such User Training Seminars at least one week in advance and a schedule of available dates will be agreed upon at that time. Licensee can also view free online LinenTech tutorial videos for learning purpose.
12. Technical Support and Maintenance
Licensor shall provide Licensee with certain technical support services (hereinafter, "Support"). Support is defined as response by the Licensor to telephone and e-mail contacts initiated by the Licensee to address the performance of the Software
13. Licensee Designated Contact
Licensee agrees that only a single designated technical contact will make requests for Support, unless additional contacts are authorized by Licensor, at Licensor's sole discretion. This designated technical contact shall be proficient with the Software, to the satisfaction of the Licensor. Licensor shall make reasonable efforts to respond to requests for Support according to the following Schedule:
|Code||Description||Error Priority||Response Time||Initiated Action|
|4||Server "down" or any errors preventing processing of major functionality||Critical||1 hour||Correct Problem|
|3||Server Database, presentation or application errors that do not allow proper processing.||Serious||Within 4 hours||Correct Errors within 4 hours|
|2||Errors that significantly affect the usability of the software in a noncritical manner.||Non-critical||1 day||Correct errors as deemed reasonable and appropriated by Licensor.|
|1||Errors that are annoyances. Minor or informational.||1 day||Correction as deemed reasonable and appropriate by Licensor.|
14. Licensee Requested Modification and Customizations of Licensor Software
If Licensee desires modifications to the Software, and Licensor agrees to make them, then the following process shall apply: a) Licensor will assign a Software Programmer/Analyst to define and document the Licensee's requested modification. b) This documentation shall include a cost estimate for the development, testing, documentation and implementation of the changes. The Software Programmer/Analyst will be billed at the rate specified in Schedule "A," plus reasonable and documented travel expenses. Licensee will review this documentation to determine which modifications it shall contract with Licensor to develop. Upon Licensee's approval of this documentation the Licensor shall furnish Licensee with the development and installation schedule for the modifications. Licensor reserves the right to perform any or all development off-site and to deliver a beta product to Licensee for testing and stabilization. Each phase of this development will require a Statement of Work (hereinafter, "SOW") to be defined and signed by both Licensor and Licensee. The SOW will identify the work to be performed, the scheduled time (per the estimate), the individuals assigned to the engagement and the rates and expenses to be covered by the SOW. Once modifications have been completed and provisionally accepted by Licensee, Licensor's technical representative will install the modification and begin the testing and stabilization phase with Licensee's staff. All development costs, including design, prototyping, programming, testing, documentation, training and installation, will be billed to Licensee at the rates listed in Schedule "A," plus reasonable and documented travel expenses.
Licensor warrants (a) that it has the rights to grant the license granted in this Agreement, and that (b) to the best of its knowledge, the Software does not violate any U.S. patent, trademark, copyright, trade secret, privacy right or other third party intellectual property rights.
16. Disclaimer of Warranties
Except as stated in section 15, licensor disclaims all Warranties, express or implied, including warranties of merchantability or Fitness for a particular purpose.
17. Limitation of Liability
Licensor's maximum liability to licensee under this Agremeent shall be the amounts paid by licensee during the twelve month Period preceding the event giving rise to such liability.
18. Governing Law and Venue
The validity, interpretation, construction, performance, enforcement, and remedies of or relating to this Agreement, and the rights and obligations of the Parties to this Agreement, shall be governed and construed in all respects by the substantive laws of the State of South Carolina (without regard to the conflict of laws rules or statutes of South Carolina or any other jurisdiction that might result in the application of other law). All disputes arising under or related to this Agreement shall be commenced and maintained exclusively in the federal and state courts situated in the Horry County, State of South Carolina, and all Parties hereby irrevocably submit to the jurisdiction and venue of any such court. The UCC is specifically excluded from application to this Agreement.
19. Acts of God
Licensor shall not be liable for any failure or delay in performance under this Agreement to the extent said failures or delays are proximately caused for reasons beyond Licensor's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or Licensor to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of non-liability, the Licensor shall give the Licensee prompt notice of the cause relied upon.
Failure by either party at any time to enforce any obligation by the other party to claim a breach of any term of this Agreement or to exercise any power agreed to hereunder will not be construed as a waiver of any right, power or obligation under this Agreement, will not affect any subsequent breach and will not prejudice either party in regard to any subsequent action.
The provisions of this Agreement that by their nature and content are intended to survive the performance hereof (including Sections 4, 7 and 17) shall so survive the completion and termination of this Agreement.
22. Complete Agreement
This Agreement, together with Business Proposal "LinenTech Business Proposal" and any other schedules attached hereto, constitutes the entire agreement of the Parties with respect to its subject matter. There are no other agreements, either express or implied, with regard to this subject matter.
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