Platform License Agreement Template
An EULA is narrower and deals exclusively with the conditions for granting a license. All clauses of the EULA refer to the license itself in relation to other aspects of the customer`s business relationship found in an agreement with the terms and conditions. Typically, you can only find an EULA with companies that deal with software, SaaS, or mobile applications. If you only use an EULA, be sure to include clauses that you would normally include in a terms and conditions agreement to make them more robust and comprehensive. And if you only have an agreement with terms and conditions, be sure to consider licensing it. No right or license to use the Software elsewhere is transferred to Licensee. The licensee is prohibited from making copies of the software, archival or otherwise. Licensee is also prohibited from using the Software in any manner other than as described above. 11.3 Additional Liability.
Customer grants IZEA all rights and licenses to customer Data and other data that IZEA needs to provide the Services and fulfill its other obligations under this Agreement. Customer has all rights to all Customer Data necessary to enable IZEA to provide the Services and perform its other obligations under this Agreement. Upon expiration or termination of this Agreement, Licensor may require Licensee to provide Licensor with all hardware related to the Software free of charge, provided that Licensee is permitted to retain a complete copy of all material subject to the confidentiality provisions of this Agreement. 1.1. In general. IZEA hereby grants Customer a limited, non-exclusive, non-transferable license to use IZEAx for the Term (as defined in Section 10.1 below) solely for the operation of the Platform (the “License”). The license provides the customer with the number of licenses specified in a purchase order, as these may be changed from time to time after mutual written agreement of the parties. Fees for additional licenses beyond those indicated in a purchase order will be paid by the Customer in accordance with the fees indicated in the Purchase Order or, unless otherwise specified, in accordance with IZEA`s prices in effect at the time of the request. 3. INDEMNIFICATION.
In consideration for the licenses granted hereunder and during the original term of the Agreement and for each extended period, Licensee agrees to pay the user fees set forth in Appendix A (the “User Fees”) to Licensor in accordance with the fee payment table set out in Appendix A. In the event that Licensee adds additional PCs to the currently licensed [LAN], Licensee agrees to pay Licensor an Additional User Fee per computer as set forth in Appendix A, prorated in accordance with this Agreement when such additional computers are added to the Local NETWORK. 3.1. Generally. All amounts under this Agreement (including, but not limited to, transactions, payments, royalties or training fees, etc.) are expressed in U.S. dollars (USD). The Customer must pay IZEA the license fees, transaction fees and all other fees for the services ordered, as invoiced and defined in an order form. Transaction Fees include the amount of the Creator`s expenses on the Platform plus the Platform Fees as defined in a Purchase Order, and all Expenses for Sponsored Submissions on the Platform plus the Fees for Sponsored Submissions as defined in a Purchase Order. In the Enterprise licensing model, an enterprise can purchase a license that allows a set number of user rights. In such a model, a well-formulated license would at least explain what constitutes a user, how users can be added and removed, what rights users have over the different licenses granted, the cost of purchasing new users, and the cost of purchasing the first group of users.
However, decisions about how to structure each of these terms depend entirely on the business model and product offering provided by the respective software company. Thus, if the selected terms are cut and inserted from an unbound form agreement, it is almost certain that the selected terms are incorrect and make no sense. For financial reasons, Licensor may wish to limit the definition of Licensee. The broader the definition of licensee, the more companies or individuals have access to and use of the licensed software, which reduces the potential royalties that a licensor can receive. Certain license agreements allow licensee`s affiliates to use the licensed software. Many of these agreements define “affiliates” as encompassing only the licensee`s parent company and subsidiaries that are at least 51% owned by the licensee or its parent company in order to restrict the use of the licensed software. 11.13 General. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes any prior agreements between the parties with respect to such subject matter. Neither party shall rely on any warranties, representations, representations or inducements not expressly set forth herein.
This Agreement may only be amended by a document signed by both Parties. This Agreement, including the said Annexes, including the Declaration(s) of Work, may be performed in any number of identical counterparties, even if the Parties have not signed the same consideration, with the same effect as if the Parties had signed the same document. All counterparties must be interpreted and constitute the same agreement or mechanism executed. This Agreement, including the referenced Annexes, including the Statement of Work, may also be performed and delivered by original signature, fax or other image capture technology (including scanned files and electronic signature), and such performance and delivery shall have the same power and effect as an original document with original signatures. When interpreting or interpreting this Agreement, the word “including” is not restrictive and the word “below” means under this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be modified and construed to best achieve the purposes of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect. No failure by either party to exercise any right or remedy available to it, and no delay in exercising such remedy, shall be deemed a waiver of such remedy, and no exercise, in whole or in part, of any right or remedy under this Agreement shall exclude any other right or remedy. The waiver by either party of any breach of this Agreement shall not waive any other breach. A waiver is effective only if it is made in writing and signed by the party to be incriminated. 7.1 Indemnification by OneSpace for claims of third parties. Where there is a violation of intellectual property rights and the Company, in its sole discretion, believes that a third party claim or adverse judgment in connection with such claim is likely, the Company may, in its sole discretion, (a) obtain a license from such third party applicant that allows the Subscriber to continue using the OneSpace Platform; (b) modify the OneSpace Platform so that it does not constitute a breach, or (c) if neither (a) nor (b) are available to the Company on commercially reasonable terms, terminate this Agreement upon written notice to the Subscriber.
If the Company terminates this Agreement in accordance with clause (c) above, the Company will promptly reimburse the subscriber for the proportionate portion of the fees already paid to cover the remainder of the applicable term. .