SWS License Agreement

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1. Parties

This End User License Agreement (the “Agreement”) is between Cedar Hills Group, Inc., a United States corporation (“Licensor”, “Cedar Hills Group”, or “CHG”), and the legal entity identified on the executed purchase order (“Customer” or “Licensee”). The effective date of this Agreement is the date on the executed purchase order (the “Effective Date”).

2. Definitions

  • “SWS Software” means the Cedar Hills Group Software Web Services module, delivered as a PeopleSoft Application Designer project containing PeopleCode, records, fields, pages, components, and related configuration objects, and any patches, upgrades, or releases provided by Licensor under this Agreement.
  • “PeopleSoft Environment” means a distinct PeopleSoft database instance (a single DBNAME) operated by Customer, including Development, Test, and Production environments.
  • “Production Instance” means a PeopleSoft Environment used by Customer to serve live, business-of-record transactions to end users or downstream systems.
  • “Web Service” means a single active row in the SWS configuration record C_SWS_CONF_TBL whose Active flag is set to Yes. Inactive rows are not counted for licensing purposes. The definition aligns with the self-audit procedure.
  • “License Tier” means the Junior, Pro, Enterprise, or System Integrator tier described on the Purchase SWS page, as identified on Customer’s executed purchase order.
  • “Documentation” means the documentation published at https://sws.books.cedarhillsgroup.com/, including this page.
  • “Support Hours” means the hours included in Customer’s License Tier for the then-current annual support and maintenance term.

3. Grant of License

Subject to Customer’s compliance with this Agreement and timely payment of the applicable fees, Cedar Hills Group grants Customer a perpetual, non-exclusive, non-transferable, non-sublicensable license to install, operate, and use the SWS Software within the number of PeopleSoft Environments and up to the Web Service count authorized by Customer’s License Tier. The current tier definitions, counts, and prices are published on the Purchase SWS page and are incorporated by reference into this Agreement.

The license is perpetual with respect to the version of the SWS Software delivered under Customer’s then-current support and maintenance term. If Customer elects not to renew annual support, Customer retains the right to continue operating the last-delivered version within the scope of this Agreement, but is not entitled to further patches, upgrades, or support.

4. Restrictions

Customer shall not, and shall not permit any third party to:

  1. Redistribute, sell, rent, lease, sublicense, or otherwise transfer the SWS Software or any portion of it to any third party.
  2. Install or operate the SWS Software in any PeopleSoft Environment that is not owned or operated by Customer, or on behalf of any entity other than Customer, except as expressly permitted for the System Integrator tier under a separately executed agreement.
  3. Remove, alter, or obscure the copyright notices, file headers, or attribution embedded in the SWS Software. See the Copyright Notice page for the required header text.
  4. Use the SWS Software to develop, market, or operate a product that competes with the SWS Software.
  5. Exceed the Web Service count authorized by Customer’s License Tier without truing up to the appropriate tier under Section 6.
  6. Transfer this Agreement, or any rights under it, to a successor entity (including by merger, acquisition, or change of control) without the prior written consent of Cedar Hills Group, which shall not be unreasonably withheld.

5. Source Code and Confidentiality

Customer acknowledges that the PeopleSoft platform requires the SWS Software to be delivered in source-readable form (PeopleCode, records, pages, and related Application Designer objects). The source form of the SWS Software is and shall remain the confidential information and trade secret of Cedar Hills Group.

Customer shall:

  1. Protect the SWS Software source with the same degree of care Customer uses to protect its own confidential information of similar sensitivity, and in no event with less than reasonable care.
  2. Restrict access to the SWS Software to employees, contractors, and authorized consultants who have a need to know for the purposes permitted under this Agreement and who are bound by written confidentiality obligations substantially equivalent to those in this Section.
  3. Not publish, post, share, or otherwise disclose the SWS Software source or any material portion of it to any public or third-party repository, message board, social media platform, AI training data set, or distribution service.

The confidentiality obligations in this Section survive termination of this Agreement.

6. Audit Rights and True-Up

Cedar Hills Group may, no more than twice per calendar year, request that Customer run the standard SWS self-audit procedure published at the Self-Audit Procedure page and return the results to Cedar Hills Group within 30 days of the request. The self-audit is executed entirely by Customer inside Customer’s environment; Cedar Hills Group does not connect to Customer’s systems.

If the self-audit results show that Customer’s Web Service count exceeds the count authorized by Customer’s License Tier, Customer shall true up to the appropriate License Tier within 30 days of the audit result. True-up fees are calculated at the then-current tier pricing published on the Purchase SWS page, prorated for the remainder of the current support term.

Customer’s refusal to run the self-audit, or failure to respond within 30 days, is a material breach of this Agreement under Section 11.

All right, title, and interest in and to the SWS Software, including all intellectual property rights, remain with Cedar Hills Group. Customer receives no ownership interest under this Agreement, only the license expressly granted in Section 3. All rights not expressly granted are reserved by Cedar Hills Group.

The copyright notice required in every SWS Software file is described on the Copyright Notice page. Customer shall preserve those notices in every copy of the SWS Software in Customer’s environments.

8. Support and Maintenance

Support and maintenance is separately renewable and is described on the Purchase SWS page. The first year of support is included in the initial purchase price. Renewal is annual.

The perpetual license granted in Section 3 is not affected by Customer’s decision to renew or decline annual support. If Customer declines renewal, Customer continues to operate the last-delivered version under the terms of this Agreement, without further patches, upgrades, or Support Hours.

9. Warranty

Cedar Hills Group warrants that, for 90 days from the Effective Date, the SWS Software will perform substantially in accordance with the Documentation. Customer’s exclusive remedy, and Cedar Hills Group’s sole obligation, for breach of this warranty is, at Cedar Hills Group’s option, to (a) repair or replace the SWS Software, or (b) refund the license fees paid for the SWS Software and terminate this Agreement.

EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, THE SWS SOFTWARE IS PROVIDED “AS IS” AND CEDAR HILLS GROUP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

IN NO EVENT SHALL CEDAR HILLS GROUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SWS SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY.

Cedar Hills Group’s total aggregate liability under this Agreement shall not exceed the total fees paid by Customer to Cedar Hills Group in the twelve months preceding the event giving rise to the claim.

11. Termination

This Agreement, and the license granted under it, terminates automatically on any material breach by Customer that remains uncured 30 days after written notice from Cedar Hills Group. Material breach includes, without limitation:

  1. Unauthorized redistribution or disclosure of the SWS Software.
  2. Refusal to run, or failure to return the results of, the self-audit procedure under Section 6.
  3. Removal or obscuring of copyright notices required under Section 7.
  4. Non-payment of undisputed fees when due.

On termination, Customer shall:

  1. Immediately cease all use of the SWS Software.
  2. Within 30 days of termination, remove the SWS Software from every PeopleSoft Environment in Customer’s control, and certify in writing to Cedar Hills Group that removal is complete.

12. Governing Law and Venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in California have exclusive jurisdiction over any dispute arising out of or related to this Agreement.

13. Entire Agreement; Amendments; Assignment; Severability

This Agreement, together with the executed purchase order and the pages of the SWS Documentation expressly incorporated by reference, is the entire agreement between the parties with respect to the SWS Software. It supersedes all prior and contemporaneous communications, whether written or oral.

This Agreement may be amended only by a written instrument signed by an authorized representative of each party.

Customer may not assign this Agreement, in whole or in part, without the prior written consent of Cedar Hills Group.

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to be enforceable.