This License Agreement, and any exhibits hereto, (collectively, the “Agreement”) is made and entered into as of the date last written below between Client (“Licensee”) and REGIE (“Licensor”).
NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:
1. SCOPE OF AGREEMENT; LICENSE GRANT
Licensor grants to the Licensee a non-exclusive license for the Term to use the Asset for the specific purpose specifed in this Agreement.
2. COMPENSATION
Licensee agrees to pay Licensor the Service Fee as identified in the attached SOW.
The Service Fee shall be paid by credit card or ACH payment.
3. LICENSEE’S OBLIGATIONS
The Licensee cannot use the Asset for purposes other than as specified in this Agreement and in the attached SOW.
No copies of the Asset are to be made other than as expressly approved by Licensor.
Licensee shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.
4. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights over and in respect of the Asset are owned by Licensor. The Licensee does not acquire any rights of ownership in the Asset.
5. NOT AN EMPLOYMENT RELATIONSHIP
Notwithstanding anything herein to the contrary, this Agreement does not create an employment relationship between the parties.
6. DURATION AND TERM
The term of this Agreement shall be for twelve (12) months from the effective date of this Agreement (the “Term”). At the end of the Term, this agreement will auto-renew unless written notice is provided 45 days prior to the end of the Term.
7. LIMITATION OF LIABILITY
Licensee acknowledges and agrees that neither Licensor nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Licensor’s provision of the Asset under this Agreement; or any use of the Asset by the Licensee or its employees; and Licensee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim.
8. DISCLAIMERS & RELEASE
To the extent permitted by law, Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset.
The Asset is provided by Licensor on an “as is” basis. LICENSEE’S ACCESS TO AND USE OF THE ASSET IS AT ITS OWN RISK. LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. Licensor makes no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Asset; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Asset; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Asset; and (iv) whether the Asset will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
Licensor will not be held liable by the Licensee in any way, for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Asset or any part thereof.
Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Asset with Licensee computer programs.
Licensor does not warrant that the Asset will function in any environment.
The Licensee acknowledges that: a. The Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and b. it is therefore the responsibility of the Licensee to ensure that the Asset meets its own individual requirements.
To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability for a particular purpose.
9. LEGAL REPRESENTATION
Licensee represents and warrants that it has been advised of the right to seek legal counsel of its own choosing in connection with the negotiation and execution of this Agreement.
10. JURISDICTION AND ENFORCEMENT
This Agreement is deemed to be executed in the State of Washington and is governed by the laws of Washington. Any action by either party concerning the terms of this Agreement or the Services must be led only in the Circuit Court of the County of Kirkland.
If it is necessary for Licensor to retain an attorney for the collection of any amounts due under this agreement, Licensee will be responsible for the payment Licensor’s reasonable attorney’s fees and costs incurred therein.
11. PRIVACY POLICY
The privacy policy for Licensor can be obtained here: https://www.regie.ai/privacy-policy
12. ENTIRE AGREEMENT
This Agreement is the sole and entire agreement between the parties, superseding and cancelling any other oral or written negotiations, understandings or discussions between them.
This Agreement is executed and effective on the date of the Licensee’s signature above