SMUB, Inc (hy.pr) LIMITED LICENSE AGREEMENTThe Smub, Inc (hy.pr) Limited License Agreement ("Agreement") is entered into between the applicant ("Licensee"), and Smub, Inc (hy.pr), Inc. ("Licensor") on the date of submission of this form ("Effective Date"). Licensee and Licensor shall be referred to as the Party or Parties, as the case may be, throughout this Agreement.
RecitalsWHEREAS, Licensor provides a web-based service whereby Licensor's users may print links or references to a "sharing page" in their printed publication for use by readers of the publication ("Third Party Users").
WHEREAS, the Parties wish to enter into this Limited License Agreement for the purpose of providing Licensee with the capability of creating links to Licensor's technology and sharing service to share Licensee's information from its published articles ("Licensee's Information") by Third Party Users.
NOW, THEREFORE, for adequate consideration as described herein, the Parties agree as follows:
Licensee may not use Smub, Inc (hy.pr) IP in any manner except as set forth in this Agreement, including but not limited to, any form of advertising without Licensor's written consent or any acts that would violate the laws of any jurisdiction.
This Agreement shall not in any way be construed as a transfer of any intellectual property ownership rights of Licensor. There are no implied licenses under this Agreement, and any rights not expressly granted to Licensee herein are reserved by the Licensor. Licensor, in its sole discretion, may delete or refuse any material which Licensor deems offensive or in violation of the rights of others.
The grant of the limited license herein shall be at no charge to the Licensee for a period of THREE (3) months from the Effective Date, after which time this Agreement shall automatically terminate.
2. Intellectual Property RightsLicensor shall at all times remain the exclusive owner of the Smub, Inc (hy.pr) IP and improvements thereto, and Licensee acknowledges and agrees that all Smub, Inc (hy.pr) IP is protected by intellectual property laws, and the appearance and layout of the Smub, Inc (hy.pr) website is protected by trademark and copyright law.
Licensee agrees not to attempt in any way to modify, incorporate with other software, or create a derivative work of any part of Smub, Inc (hy.pr) IP. Licensee acknowledges and agrees that the Smub, Inc (hy.pr) IP includes trade secrets, marketing data, website design, know-how and business strategies. Licensee agrees not to reveal the Smub, Inc (hy.pr) IP and all related business strategies to any third parties, or to attempt to replicate Licensor's business model, or enter into any contract for services with a competitor of Licensor during the term of this Agreement.
Licensor reserves all rights to the Smub, Inc (hy.pr) IP and not otherwise expressly granted herein. At all times, Licensor has the right to change or suspend use of Smub, Inc (hy.pr) IP at any time without notice. Licensor reserves the right to exercise any means it deems necessary to prevent unauthorized use of Smub, Inc (hy.pr) IP.
3. Representations and Warrants of LicenseeLicensee represents and warrants that Licensee Information available through Smub, Inc (hy.pr) IP is not for the purpose of defamation, harassment, or violation of another's rights, and Licensee's source for such information has not been obtained in violation of any third party rights. Licensee represents that information as reported in Licensee's Information is accurate and truthful.
Licensee further represents that Licensee's Information is the property of Licensee and does not infringe on any third party's right to any intellectual property. Furthermore, Licensee shall not at any time require Licensor to display or link any Licensee Information which is not otherwise linked or referenced by Licensee.
Licensee herein agrees that Licensor is permitted to store and make accessible to Third Party Users any of Licensee's information for the duration of this Agreement. By linking Licensee information through Smub, Inc (hy.pr) IP, Licensee grants to Licensor, for the duration of this Agreement, an irrevocable, non-exclusive, transferable, royalty-free, and worldwide license.
4. IndemnificationLicensee agrees to indemnify Licensor against any claims in connection with Licensee's Information. Licensee further agrees to indemnify, defend and hold harmless Licensor, its employees, representatives, and successors, for all claims and costs, including attorney's fees, in connection with any acts which are primarily the result of actions by Licensee or its agents.
Licensee acknowledges and agrees that Third Party Users may attach a new name to Licensee's Information when shared. Licensee acknowledges that Licensor does not endorse any such Third Party Users, or the information, materials, products, or services provided by Third Party Users. Licensee agrees to hold Licensor harmless from any information or services or use of Licensee's Information by Third Party Users.
Licensor agrees to indemnify, defend and hold harmless Licensee, its employees, representatives, and successors, for all claims and costs, including attorney's fees, in connection with any acts which are primarily the result of actions by Licensor or its agents.
5. Representations and Disclaimer of Warranties by LicensorLicensor represents that it is the owner of all Smub, Inc (hy.pr) IP, and Licensee's use of Smub, Inc (hy.pr) IP does not in any way infringe on any third party rights thereto.
SMUB, INC (HY.PR) IP IS PROVIDED TO LICENSEE "AS IS." LICENSOR DOES NOT WARRANT THAT SMUB, INC (HY.PR) IP WILL FUNCTION CONSISTENTLY WITHOUT DELAYS OR INTERRUPTIONS FOR ANY PARTICULAR PURPOSE OR WITH ANY INTERNET CONNECTION. THIS LIMITATION ON WARRANTIES IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Licensee acknowledges and agrees that use of the Smub, Inc (hy.pr) IP does not in any way guaranty that Licensee's information will appear as originally published or that such information will not be modified by Third Party Users. Licensee agrees that Licensor shall not be liable for any modifications or inaccuracies in Licensee's Information where such modifications are made by Third Party Users or any third parties. Licensee also acknowledges and agrees that Licensor does not have control over information that Licensee or anyone else shares through use of Smub, Inc (hy.pr) IP. In addition, Licensee assumes all risk for information shared by Third Party Users, including the risk that unauthorized third parties may access or alter the information.
6. TerminationLicensee may terminate this Agreement at any time and for any reason with ten (10) days written notice to Licensor. Licensor may terminate this Agreement at any time and for any reason with ten (10) days written notice to Licensee. Upon termination, Licensee shall immediately cease all use of Smub, Inc (hy.pr)'s IP.
The Parties may voluntarily enter into a subsequent licensing agreement in which case the terms of this Agreement shall terminate automatically.
7. Limitation of LiabilityIN NO EVENT SHALL THE LICENSOR'S AGGREGATE LIABILITY HEREUNDER FOR BREACH OF THIS AGREEMENT BE GREATER THAN THE LICENSING FEE PAID BY LICENSEE TO THE LICENSOR, IF ANY.
IN NO EVENT SHALL THE LICENSOR, ITS EMPLOYEES, OR REPRESENTATIVES BE LIABLE, WHETHER IN CONTRACT, WARRANTY, OR TORT (EXCEPT FOR INJURY TO PERSONS OR WHERE SUCH LIMITATIONS TO LIABILITY ARE NOT PERMITTED BY LAW), FOR:
A) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OR MODIFICATION OF LICENSEE'S INFORMATION, INTERRUPTION, COMPUTER FAILURE OR PROFIT LOSS) ARISING OUT OF THE USE OR INABILITY TO USE SMUB, INC (HY.PR) IP; AND;
B) ANY LOSS OF INCOME (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY LICENSEE OR BY THE LICENSOR FOR ANY REASON.
8. Severability and HeadingsIf any of the provisions, or portions thereof, of this Agreement is held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. Headings used in this Agreement are for reference purposes only and in no way define, limit, or describe the scope of such section.
9. Non-WaiverNo term hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by both Parties. Any waiver of any term of this Agreement, whether express or implied, shall not constitute a consent to or waiver of any other breach.
10. Relationship of the PartiesNothing contained in this Agreement shall be construed to make either party an agent, partner, co-venturer, or representative of the other for any purpose, and neither party shall have any right whatsoever to act on behalf of or contractually bind the other party.
11. SurvivalSections 1, 2, 3 and 4 herein shall survive the termination of this Agreement.
12. Governing LawThis Agreement shall be governed by and construed under the laws of the State of California, excluding its conflicts of law principles. In the event of any dispute between the Parties, they agree to meet with a neutral third party mediator at least thirty (30) days prior to filing any lawsuit. If the parties cannot resolve their differences through mediation, any lawsuit hereunder shall be brought in the federal courts in the Northern District of California or state courts in Santa Clara County, California and Licensee submits to the jurisdiction thereof.
13. Entire Agreement; AmendmentThis Agreement constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes any previous proposals, negotiations, agreements, or representations, whether verbal or written, as between the Parties. This Agreement may only be amended or modified by written agreement of both Parties.
14. Injunctive ReliefIf Licensee in any way materially breaches the terms of this Agreement, Licensee agrees that monetary damages will not be an adequate remedy for Licensor. In addition to any other rights which may be available to Licensor, Licensee agrees that Licensor shall be entitled to immediately obtain injunctive relief to enforce the terms of this Agreement or compel specific performance.
15. Attorney's FeesIf any legal action is brought to construe or enforce any provision of this Agreement, the prevailing Party shall be entitled to receive its attorneys' fees and court costs in addition to any other relief, but only if such party has agreed to participate in mediation prior to the filing of any lawsuit.
13. NoticesAny notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered electronically with confirmation of sending or receipt, personal delivery, by facsimile, or mailed by first-class, registered or certified mail, postage prepaid to the respective addresses of the parties as set forth in this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives:
Licensor: Smub, Inc (hy.pr).
Licensee: (As per web-based application form).