This License Agreement (the "Agreement") is entered into on the date of Sign Up (the "Effective Date") by and between Affable Technologies Pte. Ltd., headquartered in Singapore (hereinafter called "Licensor"), and the User Signing Up (hereinafter called "Client"). Client and Licensor may be referred to collectively as "Parties" or individually as a "Party" to this Agreement.
WHEREAS, Licensor generates Licensed Information (as defined below) and offers this to clients to enrich their commercial services;
WHEREAS, Client desires to use the Licensed Information subject to the terms and conditions of this Agreement; and
WHEREAS, subject to the terms, conditions and limitations set forth herein, Client desires to license from Licensor the Licensed Information and Licensor desires to license to Client the Licensed Information for such use by Client.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and upon the terms and subject to the conditions set forth in this Agreement, the Parties agree as follows:
The following terms as used herein shall have the following meanings whenever the first letter or letters of the term are capitalized:
1.1 "Affiliate(s)" means any corporation, company or other entity which controls, is controlled by, or is under common control with a Party.
1.2 "Aggregate Analysis" means aggregate demographics within multiple categories of an analyzed social network account audience of list of people. Taking the category ‘Age' for example, Aggregate Analysis of an analyzed social network account audience will show the total number of audience members Licensor has profiled as belonging to each defined age range.
1.3 "Client Services" means those services offered by Client to its Customers that use or include the Licensed Information, in accordance with this Agreement.
1.4 "Confidential Information" means any information marked as "Confidential" or "Proprietary" by the other party or any information learned about the other's customers, systems or services as a result of this Agreement. Confidential Information shall not include information the receiving party (i) has obtained through a publicly available source; or (ii) has received lawfully prior to disclosure by the disclosing party; or (iii) is independently developed by the receiving party without violating this Agreement and without using the disclosing party's Confidential or Proprietary information.
1.5 "Customers" means, individually or collectively, as applicable, recipients of the Client Services, including without limitation customers of the Client, Client's Affiliates, joint ventures, third party licensees, resellers, agents, representatives, distributors, and end users.
1.6 "Licensed Information" means, collectively, all the information, as requested by Client and delivered by the Licensor under this Agreement or on the Website.
1.7 "Licensor Dashboard" means a secure & reliable web-dashboard provided by Licensor for request and delivery of the Licensed Information.
1.8 "Licensor Brand Features" means the Licensor's "Affable" brand, and all trademarks, service marks, logos and other distinctive brand features of Licensor and of Licensor's suppliers or licensors of information that are used in connection with the Licensed Information.
1.9 "Minimum Commitment" means the minimum number of Service Months or Influencer Profiles that Client commits to.
1.10 "Influencer Profile" means one public Social Media account, with their Aggregate Analysis, under the Agreement.
1.11 "Service Month" means one month of service under this Agreement, commencing on the same date of a calendar month. The first Service Month will commence on the Effective Date.
2.1 Licensor Grants. Licensor hereby grants to Client under Licensor's intellectual property rights in the Licensed Information a non-exclusive, worldwide right and license to use the Licensed Information, subject to Clauses 2.2, 2.3 and 2.4 following.
2.2 Attribution. If Client chooses to attribute Licensed Information to Licensor, the manner of attribution shall first be approved by Licensor.
2.3 Customer usage restrictions. If Client shares Licensed Information or reports derived therefrom with Customers, then Client shall (i) require that each Customer use the Licensed Information for its own benefit only; and (ii) prohibit further display or distribution of the Licensed Information to third parties.
2.4 Extent of License. Except as otherwise provided herein, Licensed Information may not be resold or redistributed by Client in either electronic, printed or any derivative form thereof, or used in any other manner by Client, without specific prior written approval by Licensor. Transfer, Reselling and Sub-licensing of the License is prohibited without the express written approval of the Licensor.
2.5 Client showcase. Client hereby grants to Licensor a limited, non-transferable, non-exclusive, non-assignable, non-sublicensable right to display the Client name and logo solely in connection with showcasing the Client as a client of the Licensor on the Licensor website and in Licensor marketing material. Use of the Client logo shall be subject to any usage guidelines and notice requirements provided in writing by Client from time to time. Except for the limited right and license granted above, Licensor shall not have or obtain any right, title or interest in or to any Client trademark.
3.1 Request and delivery. Licensor shall deliver the Licensed Information to Client via Licensor Dashboard. Licensor shall notify Client one (1) day prior to any material changes to the Licensor Dashboard.
4.1 Term. This Agreement shall commence as of the Effective Date and shall be in force until terminated in accordance with Clause 4.2 or 4.3 following.
4.2 Termination with notice. Client may give one full month of notice to terminate this Agreement at any time, provided the relevant Minimum Commitment has been satisfied at the date of termination.
4.3 Termination For Cause. This Agreement may also be terminated by either party upon notice if the other party: (a) breaches any of its obligations under this Agreement in any material respect, which breach is not remedied within thirty (30) days following written notice to such party of the breach; (b) becomes insolvent; (c) files a petition in bankruptcy; or (d) makes an assignment for the benefit of its creditors.
4.4 Effect of Termination. Upon termination for any reason or expiration of the Agreement, Client will a) immediately cease use of the Licensed Information in any form, digital or hard copy; b) fully delete from its systems, computers and servers all Licensed Information, copies of the Licensed Information and data, analysis, tables, files and charts derived in whole or in part from the Licensed Information; and c) Within 5 days of termination, confirm in writing to Licensor that this has been done. All payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof. The Parties rights and obligation under Sections 5, 6, 7, 8 and 9 shall survive termination of this Agreement.
5.1 License Fees. In consideration of the licenses granted herein, Client agrees to pay license fees (the "License Fees") amounting to the monthly subscription cost or credits purchased, to Licensor. There shall be no other consideration due or owing Licensor pursuant to this Agreement, including without limitation, any expenses, costs, services or liability of Licensor.
5.2 Payment Schedule. Payments of the License Fees shall be made in advance starting from the Effective Date.
5.3 Overdue Charges. If any payment is not received from the Client by the due date per the Payment Schedule, then at the Licensor’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) result in suspension of Licensed Information until payment is made.
5.4 Taxes. Fees for Services are exclusive of withholding tax, VAT, sales tax, goods and service tax (GST) or any similar or analogous tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. Each Party is responsible, as required under applicable laws and regulations, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. If any other taxes (including but not limited to withholding tax) are required by relevant law to be levied on any payment, the Client shall make extra payments to ensure that Licensor would have received payment equal to the amount no taxes had been required. Any additional tax, penalty, interest occurred from Client’s delay or omission of above mentioned tax responsibilities should be borne by the Client.
6.1 Licensor Ownership. All patents, trademarks, copyrights, trade secrets and other intellectual property rights in the Licensed Information, Licensor Brand Features and Licensor's Confidential Information are and shall remain the exclusive property of Licensor.
6.2 Client Ownership. All patents, trademarks, copyrights, trade secrets and other intellectual property rights in Client Services and Client's Confidential Information are and shall remain the exclusive property of Client or its Customers.
7.1 Representation and Warranties of Licensor. Licensor hereby represents and warrants to Client that: (i) Licensor has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that is inconsistent with its obligations hereunder; (iii) the Licensed Information will not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information;
7.2 Representations and Warranties of Client. Client hereby represents and warrants to Licensor that (i) Client has the full right and power to enter into and perform the obligations according to the terms of this Agreement; (ii) Client currently has no restrictions that would impair its ability to perform its obligations under the Agreement; and (iii) In the event Client submits Client personal data to Licensor for processing under this Agreement, Client hereby represents and warrants that it is in compliance with all applicable data protection laws related to the control of Client personal data. Client instructs Licensor to process Client personal data as reasonably necessary for the provision of the services and consistent with the Agreement.
7.3 Disclaimer. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES GIVEN BY THE PARTIES AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, ARE SPECIFICALLY EXCLUDED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSED INFORMATION IS BEING SUPPLIED TO LICENSEE ON AN "AS IS" BASIS. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ANY CUSTOMER, AFFILIATE, AGENT OR EMPLOYEE OF EITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED INFORMATION EVEN IF LICENSOR OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD LICENSOR HARMLESS FROM ANY CLAIM, LIABILITY, DAMAGE, EXPENSE, OR DEMAND ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S BREACH OF THIS AGREEMENT OR UNAUTHORIZED USE OF THE LICENSED INFORMATION OR LICENSOR BRAND FEATURES.
This is the entire agreement between the parties and supersedes all prior agreements and understandings. This Agreement and performance hereunder shall be governed by laws of Singapore without reference to conflicts of law rules and without regard to its location of execution or performance. In any action related to this Agreement, the prevailing party shall recover attorneys' fees and related expenses from the other party as determined by a competent court of law. Notices shall be delivered by hand, certified mail, facsimile or email (with confirmation of receipt) to the addresses set forth above or on the signature page hereto. This Agreement may be executed in counterparts with each signed copy being deemed an original. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which shall not be unreasonably withheld or delayed), and the parties agree that an assignment shall be deemed to occur in the event any party engages in any merger, consolidation or any other transaction in which more than fifty percent (50%) of such party's voting securities are transferred. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force. Neither this Agreement, nor any terms and conditions contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship between the parties. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. Execution and delivery of this Agreement may be evidenced by facsimile transmission.
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