This License Agreement (“Agreement”) is made between Materdei Consulting, LLC, an Ohio Limited Liability Company (“Licensor”) located at 3619 Rembrandt Road, N.W., Atlanta, Georgia 30327, and you (“Licensee”). By completing this purchase and selecting that you agree to this Agreement, you enter into a binding contract with Licensor. You acknowledge that you read and understood the Agreement, accept the Agreement, and agree to be bound by the Agreement. This Agreement is effective as of the date of the completion of this transaction (the “Effective Date”).
Background. Licensor is the owner of certain intellectual property and copyrighted works (the “Work”) in which Licensor retains all ownership. Licensor wishes to grant to Licensee a non-exclusive, non-transferable, non-sublicensable license to the Work, and Licensee wishes to obtain a non-exclusive, non-transferable license to the Work subject to the terms and conditions set forth herein. The Work provided in accordance with this Agreement includes valuable, proprietary, and confidential information, compilations, methods, techniques, procedures, and processes not generally known, which can only be obtained from Licensor, which are governed by the Confidentiality provisions in Section 7.
Licensee shall pay Licensor the fee that is shown in the shopping cart for a non-exclusive, non-transferable, non-sublicensable license to the Work. The failure to timely pay this fee prevents the transfer of any license to Licensee under this Agreement.
Grant and Scope of License.
3.1 License. Licensor grants to Licensee during the Term a non-exclusive, non-transferable, non-sublicensable license, solely to use the Work by Licensor for internal, intracompany use by Licensor and its employees, only.
3.2 Scope and Restrictions. Licensee shall not distribute the Work to any third parties without the prior written approval of Licensor. Licensee may not reproduce, modify, display, perform, transmit, distribute externally, sell, share, translate, recast, edit, alter, modify, or create any derivative works of the Work without the express written consent of Licensor.
3.3 Work Watermark. The Work contains an electronic watermark, which is a unique identifier applied to every document originating from Licensor. It is a material violation of this Agreement for Licensee to remove or alter the watermark in any way.
3.4 Assignment. Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Licensor.
Ownership and Protection.
4.1 Acknowledgement of Ownership. Except for the license expressly granted to Licensee in this Agreement, Licensee acknowledges that all right, title, and interest in and to the Work are owned by Licensor. If Licensee acquires any rights in the Work by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by either party.
4.2 Protection of the Work.
(a) Notification. Licensee shall, at its sole expense, maintain any copies of the Work granted to Licensee within Licensee’s possession, custody, or control and shall take all then-available measures to protect and safeguard the Work. Licensee shall immediately notify Licensor in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Work; (ii) actual, suspected, or threatened claim that use of the Work infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which the Work may be subject.
(b) Actions. With respect to any of the matters listed in Section 4.2(a): (i) Licensor has exclusive control over, and conduct of, all claims and proceedings; (ii) Licensee shall provide Licensor with all assistance that Licensor may reasonably require in the conduct of any claims or proceedings; and (iii) Licensor shall bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.
Term and Termination of License.
5.1 Term. This License begins on the Effective Date and lasts for a perpetual period of time unless terminated as stated in Section 5.2 (“Term”). Licensee has no right to use any of Licensor’s materials other than for its own intra-company use.
5.2 Termination. Licensor may terminate this Agreement if Licensee breaches any provision herein by providing ten (10) days written notice to Licensee. Breaches include, but are not limited to, non-payment of any fees owed to Licensor and violation of any of the exclusive rights belonging to Licensor under 17 U.S.C. § 106, including, but not limited to, reproduction, dissemination, performance, or public display of the Work or creation of derivative works based on the Work, without Licensor’s authorization. Upon such termination Licensee shall immediately cease use of the Work, shall physically remove the Work from Licensee’s possession, and shall return all physical copies of the Work at its own expense.
5.3 Surviving Rights. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration, including the rights and obligations set forth in this Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, and Section 11.
Intellectual Property Rights
6.1 Licensee hereby acknowledges that Licensor spent considerable resources in developing the Work and has copyrights in the Work.
6.2 This license does not authorize Licensee to make any use of Licensor’s trademarks apart from Licensee’s use of the Work. Nor does this license entitle Licensee to use the Work in a manner other than described or permitted in this Agreement. Any other use of the Work requires Licensor’s express written consent.
6.3 Neither this Licensee nor Licensee’s use of the Work gives Licensee any copyrights in the Work.
Confidentiality. Licensor invests considerable effort and expense in the development and creation of its products and has taken steps and will continue to take steps to protect its intellectual property and to protect the secrecy of the Confidential Information (defined below). Licensee acknowledges that, through this Agreement and from time to time, Licensor may disclose or make available to Licensee its Proprietary Information, including, but not limited to, information about its business affairs, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, including its business operations and strategies, marketing, creative elements, artwork, visual representations, research material and data, literature, writings, specifications, processes, and technological developments, whether orally or in written, electronic, or other form or media (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 7 by Licensee; (b) is or becomes available to Licensee on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of Licensee before being disclosed by or on behalf of Licensor; or (d) was or is independently developed by Licensee without reference to or use, in whole or in part, of any of Licensor's Confidential Information. Licensee shall: (i) protect and safeguard the confidentiality of Licensor’s Confidential Information with at least the same degree of care as Licensee would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use Licensor’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except: (A) to Licensee’s officers, employees, agents, consultants, and legal advisors who need to know the Confidential Information to assist Licensee, or act on its behalf, to exercise its rights or perform its obligations under the Agreement, or (B) pursuant to applicable federal, state, or local law or regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that Licensee shall first provide Licensor with: (1) prompt written notice of such requirement so that Licensor may seek, at its sole cost and expense, a protective order or other remedy; and (2) reasonable assistance, at Licensor’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
Limitation of Liability
LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING LICENSOR’S LICENSED WORKS OR ANY OTHER SERVICE LICENSOR MAY PROVIDE TO LICENSEE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Disclaimer. Licensee accepts the Work on an “AS IS” basis. Licensor assumes no obligation to notify Licensee of any updates, software fixes, or enhancements that may be made in the future. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WORK INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OR ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE.
Indemnification. Licensee agrees to indemnify and hold Licensor harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner from this Agreement, the Work, or Licensee’s rendering of services under this Agreement or use of the Work. “Licensor,” as used in this paragraph, includes Materdei Consulting, LLC itself and its employees, contractors, officers, directors, lawyers, advisors and agents.
11.1 Severability. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
11.2 Governing Law. Any controversy or claim arising out of or relating to this Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of Georgia applicable to contracts made and performed entirely therein, without regard to the principles of conflicts of law.
11.3 Jurisdiction and Venue. In the event of litigation, the parties agree and consent that personal jurisdiction and venue of all matters relating to this Agreement shall be vested exclusively in the Federal, State, and Local courts within Fulton County, Georgia.
11.4 Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the subject matter involved. All previous communications and/or agreements, whether written or oral, between the Parties are superseded unless expressly incorporated or made a part hereof.
11.5 Amendments in Writing. This Agreement shall not be amended, altered, revised, modified, terminated, or changed, except by further written agreement by the parties.
11.6 Waiver. The waiver, express or implied, of any breach of this Agreement will not waive any subsequent breach of the same or a different kind.
11.7 Attorney’s Fees. In the event Licensor retains legal counsel to enforce any provision of this Agreement, Licensee agrees to pay Licensor the cost of such legal services and any expenses related to such enforcement.
11.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.
11.9 Authority. Each of the undersigned represents and warrants that he/she is fully authorized to enter into the terms and conditions of, and to execute, this Agreement on behalf of the associated party, and that this Agreement is valid, binding, and enforceable against the party on whose behalf he/she signed.
This License Agreement constitutes terms and conditions agreed upon between you and Licensor. However, other aspects of your use and purchase of products from Licensor may be governed by additional agreements.