LICENSE AGREEMENT
This License Agreement (the “Agreement”) is made effective as of the date electronically agreed (the “Effective Date”) by and between Bottom Line Marketing Automation, Inc (the “Licensor”) and the party providing electronic agreement (“Licensee”).
1. Grant of License. The Licensor hereby grants to Licensee an exclusive license to use its Intellectual Property (the “Licensed Materials”). The territory of the license will be worldwide. Licensor retains the rights, title, and ownership of the Licensed Materials.
2. Term. This Agreement is effective as of the Effective Date and will remain in effect as long as the Licensee remains a paying member in good standing of Flawless Followup.
3. Licensing Fee. In consideration of the license granted herein, Licensee shall pay to Licensor monthly, quarterly, or annual dues of $1 or more.
4. Warranties. The Licensor hereby warrants that the Licensor has all rights necessary to grant the license granted in Section 1 and to enter into this Agreement.
5. Modifications to Licensed Materials. Licensee may not make any changes or modifications to the Licensed Materials unless the Licensee obtains written permission to do so from the Licensor, in which case they may make certain modifications to the materials (“Modified Materials”).
6. Grant-Back License. Subject to the terms and conditions of this Agreement, Licensee grants back to Licensor a worldwide, fully paid-up, non-exclusive license to use and sell and modify the Modified Materials as of the Effective Date. This “grant back” license does not limit the right the Licensee obtains under this Agreement.
7. Limitation of Liability. IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, NEGLIGENCE OR OTHERWISE. LICENSEE UNDERSTANDS AND ACKNOWLEDGES THAT LICENSOR MAKES NO REPRESENTATION AS TO THE OPERABILITY OR FITNESS FOR ANY USE, MARKETABILITY OR MERCHANTABILITY OF THE LICENSED MATERIALS. LICENSEE HAS ADEQUATE KNOWLEDGE AND EXPERTISE, OR HAS UTILIZED KNOWLEDGEABLE AND EXPERT CONSULTANTS, TO ADEQUATELY CONDUCT THE DUE DILIGENCE AND AGREES TO ACCEPT ALL RISKS INHERENT HEREIN.
8. Confidentiality. Licensee agrees that all non-public information provided by Licensor to Licensee related to the Licensed Material shall be (i) received in strict confidence; (ii) be used only for the purpose of this Agreement; and (iii) not be disclosed by Licensee without the consent of the Licensor.
9. General.
1. Assignment. This Agreement may not be assigned without the prior written consent of the other party and no sub-licenses may be issued by Licensee without the express written consent of Licensor.
2. Survival. The provisions of Sections 5, 8, 9, and 10 shall survive any termination of this Agreement.
3. Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without reference to conflicts of law principles.
4. Dispute Resolution. Any Dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, shall be determined by arbitration in Texas and before a single arbitrator. In any arbitration arising out of or related to this Agreement, the parties agree the arbitrator is not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages. Each party shall bear their own costs in connection with the arbitration, although the arbitrator shall award the prevailing party its reasonable costs and attorneys’ fees.
5. Severability; Waiver. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions shall continue in full force and effect. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of any rights hereunder.
6. Entire Agreement. This Agreement constitutes the entire agreement between such parties pertaining to the subject matter hereof. Any other written or oral agreements existing between the parties hereto regarding such subject matter are expressly canceled.
10. Proprietary Rights and Usage Restrictions.
1. Personal Use Grant. The Licensee is granted a license to use the Licensed Materials, including the products and content described herein, for personal use and for the Licensee’s own business operations only. The Licensee shall not copy, distribute, resell, or otherwise make available any portion of the Licensed Materials to third parties without the express written consent of the Licensor.
2. Proprietary Work. The Licensed Materials, including but not limited to products such as “Flawless Followup, “SalesCPR”, “LEAC Proof”, “Ignition Sequence”, “Forever Followup Sequence”, “MVP System”, “WinBack,” “WinBack Challenge,” and “Qonnector,” as well as all content, including snapshots, emails, workflows, funnels, images, videos, and other digital pages, forms, and documents, are proprietary works of the Licensor, protected under applicable intellectual property laws, including trademark and copyright laws.
3. Trademarks. “Flawless Followup” is a registered trademark of the Licensor. The Licensee acknowledges the Licensor’s exclusive rights in the “Flawless Followup” trademark and agrees not to use the same in any way that is likely to cause confusion or that disparages or discredits the trademark.
4. Copyrights. The Licensor’s products, including but not limited to “Flawless Followup, “SalesCPR”, “LEAC Proof”, “Ignition Sequence”, “Forever Followup Sequence”, “MVP System”, “WinBack,” “WinBack Challenge,” and “Qonnector,”and all content, including snapshots, emails, workflows, funnels, images, videos, and other digital pages, forms, and documents.