Usage License Agreement

USAGE LICENSE AGREEMENT

This Usage License Agreement ("Agreement") is made and entered into as of Effective Date: by and between Licensor Name: with principal place of business at Licensor Address: and Licensee Name: with principal place of business at Licensee Address: .

RECITALS

WHEREAS, Licensor has developed or owns rights in certain materials, content, software and associated documentation identified herein and described in detail as the Licensed Material; and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited license to use the Licensed Material on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the full and complete terms governing such use.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Licensed Material" means the works, software, code, designs, documentation, data, and other materials described as follows:

"Territory" means:

"Permitted Use" means Licensee's right to use the Licensed Material as described in Section 2 below and in any attachments or exhibits executed by the parties.

2. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-transferable license to use the Licensed Material for the Permitted Use in the Territory for the Term set forth in Section 5. Select license type:

License Type Non-Exclusive Exclusive

The license includes the right to make internal copies and use the Licensed Material solely for the Permitted Use. Licensee shall not have the right to sublicense, transfer, assign or otherwise encumber the rights granted herein except as expressly permitted by Licensor in writing.

3. RESTRICTIONS

Licensee shall not, and shall not permit any third party to: (a) modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Licensed Material except to the extent permitted by applicable law; (b) remove or alter any proprietary notices or markings on the Licensed Material; (c) use the Licensed Material for any unlawful purpose or in any manner that violates third-party rights; or (d) distribute, sell, lease, rent, or otherwise exploit the Licensed Material except as expressly authorized in this Agreement.

4. CONSIDERATION

In consideration for the license granted hereby, Licensee shall pay Licensor the fees set forth below in accordance with the payment terms:

5. TERM AND TERMINATION

The Term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination or expiration, Licensee shall cease all use of the Licensed Material, return or destroy copies as directed by Licensor, and certify in writing that all such materials have been returned or destroyed.

6. OWNERSHIP

Licensor retains all right, title and interest in and to the Licensed Material, including all intellectual property rights. Except for the limited license expressly granted herein, no ownership rights are transferred to Licensee. Any enhancements, modifications or derivative works made by Licensee shall be deemed Licensed Material and owned by Licensor unless otherwise agreed in writing.

7. CONFIDENTIALITY

Each party agrees to maintain in confidence all non-public information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is demonstrably in the public domain, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without restriction.

8. WARRANTIES; DISCLAIMER

Licensor warrants that it has the right to grant the license granted herein. EXCEPT FOR THE FOREGOING, THE LICENSED MATERIAL IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

9. INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Licensed Material in breach of this Agreement, infringement claims attributable to Licensee's use, or Licensee's negligence or willful misconduct.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or by email with confirmation of receipt where email address is provided.

12. ASSIGNMENT

Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that Licensor may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided that the assignee assumes Licensor's obligations hereunder.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver by either party of a breach or default shall not constitute a waiver of any subsequent breach or default.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Signatures delivered by electronic means (including PDF or other electronic signature technologies) shall be effective to bind the parties.

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