SUBSCRIBER’S LICENSE AGREEMENT
THIS AGREEMENT is entered into as of (“October 7th, 2016 or After”) by and between Blue Nova Technology, having offices at 5606 South Dorchester Ave, Chicago, IL (“LICENSOR”) and [ your company ] having an address at [address] (“LICENSEE”).
WHEREAS, Licensor is the owner of certain intellectual property defined and identified herein as the “Licensed Intellectual Property.”
WHEREAS, Licensee desires to obtain a non-exclusive license to the Licensed Intellectual Property.
WHEREAS, Licensor desires to grant a non-exclusive license pursuant to the terms and conditions hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, Licensor and Licensee agree as follows:
- GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, Licensor grants to Licensee a non-exclusive, non-transferable license to use the Licensed Intellectual Property identified in Schedule 1 (“Light-Life”). Licensee may use Light-Life as described and set forth herein. Licensee may not, however, transfer or sublicense the Light-Life to any third party, in whole or in part, in any form, whether modified or unmodified.
Licensee shall pay, upon delivery of Light-Life, the license fees set forth in Schedule 1 attached hereto. License fees do not include any shipping, duties, bank fees, sales, use, excise or similar taxes due. If Licensor is required to pay any such amounts, Licensee shall reimburse Licensor in full.
Light-Life and any hardware identified in Schedule 1 are and will remain the property of Licensor.
This Agreement and the rights granted hereunder to Licensee shall continue for the duration of the Term Period or until terminated pursuant to Schedule 1. After the expiration of the Term Period set forth in Schedule 1, the Agreement will be automatically and immediately renewed for another Term Period.  days prior to the expiration of the Term Period, Licensee may elect to opt out with a written notice to avoid the automatic renewal.
Licensor may terminate this Agreement if Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within Five (5) days after written notice thereof from Licensor. If either party shall fail to substantially perform any of its material obligations under this agreement, the aggrieved party may give written notice to the defaulting party specifying the respects in which the defaulting party has so failed to perform it obligations under this Agreement, and stating that the aggrieved party intends to terminate this Agreement in the event of continued default. In the event of termination, Licensee will immediately discontinue the use of the rights licensed herein and return any associated hardware back to Licensor.
It is expressly agreed that any financial gains, resulting from the continued unauthorized use of Light-Life, accrued from the date of any termination of this Agreement will be due and payable to Licensor.
Licensee will provide Licensor will floor plans of Licensee’s venue(s) to outline key areas of interest inside the venue. Floor plans are incorporated into Light-Life software and hardware.
Licensee may be required, once a month or at the request of Licensor, to provide feedback, reports, sales data and surveys relating to the overall use and performance of Light-Life. If Licensee fails to provide feedback after requests have been made, Licensor may terminate this Agreement.
- SHARE PROMOTIONS
Licensee may be required to provide Licensor with promotional offerings used during Beta-testings. Licensor will use promotional offerings during Beta-testings for the purpose of soliciting end-users and developing Light-Life. All other promotional offerings exchanged between Licensee and Licensor will be agreed upon outside this Agreement.
Licensor will provide to Licensee Light-Life marketing material such as flyers, cards, and etc. Licensor and Licensee will arrange promotional packages integrated into Light-Life to be offered to end-users. Licensee will provide to Licensor venue promotion updates during the Term Period.
- MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with respect to Light-Life:
If Licensee notifies Licensor of a substantial program error, or Licensor has reason to believe that error exists in the Light-Life software or hardware and so notifies Licensee, Licensor shall verify and attempt to correct such error within Five (5) working days after the date of notification. If Licensee is not satisfied with the correction, then Licensee may terminate this Agreement, but without refund of any amount paid to Licensor or release of any amounts due Licensor at the time of termination.
In the case that Licensee has technical questions in the use of the Light-Life software or hardware, Licensee may submit those questions to Licensor. Licensor shall provide consulting to answer such questions at Licensor’s expense.
Free week of training and additional training will be provided to Licensee and Licensee’s personnel. Additional training will cost at a rate of $1500/20hours.
- DELIVERY OF LICENSED PROGRAMS
Licensor shall use its best efforts to deliver the Light-Life software and hardware promptly after receipt of the purchase order.
- WARRANTY DISCLAIMER
Licensor licenses, and Licensee accepts, Light-Life “AS IS.” LICENSOR PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF LIGHT-LIFE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN LIGHT-LIFE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF LIGHT-LIFE WILL BE UNINTERRUPTED OR ERROR FREE.
Licensor provides Licensee a 30-day money back guarantee. Licensor provides Licensee a 60-day money back guarantee during Beta-testing. Upon cancellation, Licensee will return hardware to Licensor. Licensee will pay for costs and fees associated with shipping, handling and restocking. After hardware is returned to Licensor, Licensor will provide a full refund to Licensee, minus costs and fees.
Licensee shall indemnify, defend against and keep Licensor free and harmless from all liability, loss, damage, costs, attorney fees and any other expense incurred on account of claims by any third-party in connection with Light-Life during the Term Period.
- LIMITATION OF LIABILITY
LICENSOR’S LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO LICENSOR. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.
All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth on the front page. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. This Agreement shall not be transferred or assigned without written consent of LENDER. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto and their respective successors and permitted transferees) any legal or equitable right, remedy, or claim under or by reason of this Agreement.
This Agreement represents the entire Agreement between the parties. The Agreement may not be amended, changed, or supplemented in any way except by written Agreement signed by both parties. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
- FORCE MAJEURE
Neither Party shall be liable to the other or deemed to be in breach of any obligation hereunder if its performance is prevented or delayed by causes such as war, riots, acts of civil or military authorities, flood, storm, and acts of God, if those events are beyond its control, provided that the affected Party exercises due diligence in promptly notifying the other Party of conditions which will result in delay or in non-performance and will cure such nonperformance as soon as it is reasonably able to do so.
The provisions of this Agreement are severable, and in the event that any provision of this Agreement is determined to be invalid or unenforceable under any controlling body of law, such invalidity or non-enforceability shall not in any way affect the validity or enforceability of the remaining provisions.
- GOVERNING LAW/FORUM
This Agreement shall be governed and controlled by the laws of the State of Illinois as to interpretation, enforcement, validity, construction, effect, choice of law and in all other respects. Any modification, waiver, estoppel, amendment, discharge of this Agreement shall only be valid if it is made in writing and signed by both parties. Upon the occurrence of a default, Licensor may exercise any rights and remedies against Licensee with respect to this Agreement which Licensor may have at law, in equity or otherwise. Any digital copy of this Agreement shall be considered as valid as the original.
This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of Licensor.
In consideration of Licensor disclosing Proprietary Information, Licensee hereby undertakes for a period of [five] years from the date of this Agreement to keep confidential all Proprietary Information that it may acquire in any manner; to use such Proprietary Information exclusively for the Permitted Purpose and not to use the Proprietary Information for Licensee’s own purposes or benefit; not to disclose such Proprietary Information to anybody, except to authorised employees or other agents of Licensee who need to have access to the Proprietary Information for the purpose of carrying out their duties in connection with the Permitted Purpose; to inform everybody to whom it discloses Proprietary Information that it is confidential and obtain their agreement to keep it confidential on the same terms as this Agreement; to keep safe any drawings, documents, samples or materials provided on loan by Licensor, not to reproduce, part with possession of, modify or otherwise interfere with such items, to return them immediately upon Licensor’s request and in any event spontaneously when no longer required for the purposes of this Agreement; to notify Licensor immediately upon becoming aware of any breach of confidence by anybody to whom Licensee has disclosed the Information and give all necessary assistance in connection with any steps which Licensor may wish to take to prevent, stop or obtain compensation for such breach or threatened breach.
Licensee hereby acknowledges and confirms that all existing and future intellectual property rights relating to the Proprietary Information are the exclusive property of Licensor. Licensee will not apply for or obtain any intellectual property protection in respect of the Proprietary Information. All intellectual property rights relating to any drawings, documents and work carried out by Licensee (whether past, present or future) using the Proprietary Information will belong to and will vest in Licensor. Licensee will do all such things and execute all documents necessary to enable Licensor to obtain, defend or enforce its rights in such drawings, documents and work.
- ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters. This Agreement shall take precedence over any additional or conflicting terms which may be contained in Licensee’s purchase order or Licensor’s order acknowledgment forms.