Software Licensing Agreement
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Software Licensing Agreement
Between:
The Frank Impact Company Limited (13792794)
Software Licensing Agreement
This Software Licensing Agreement is entered into on the date it is executed by both parties below, by and between:
The Frank Impact Company (Licensor), a company registered in England under company number whose registered office is at 6a St Andrews Court, Wellington Street,
The Licensor has created and developed a software package called “The Chain” that is an App intended to help businesses track and trace their supply chains and is described in greater detail in the attached Exhibit "A" (the "Software"); and
The Licensee desires to utilise such Software in tracking of its supply chains.
The Licensor and Licensee desire to enter into an agreement whereby Licensee may use the Licensor's Software pursuant to the terms and conditions of this Agreement. The parties agree as follows:
1. License.
The Licensor hereby grants to Licensee, for the term of and subject to the terms of this Agreement, a non-exclusive, non-assignable, right and license to use the Software in connection with its business of Retail sale via mail order houses or via Internet on its desktop and mobile devices.
This license is expressly limited to 1 license per Licensee.
Licensee is prohibited from making any copies, archival or otherwise, of the Software. Licensee is further prohibited from using the Software in any manner other than as described above.
2. Term
This Agreement shall be effective as of the date of execution by both parties and shall remain in force for the period of one year (the “Initial Term”). This Agreement shall be automatically renewed for additional automatic one year periods the “Extended Term(s)” unless Licensee provides the Licensor notice in writing of its intention not to renew the Agreement. Notice shall be provided at least 90 days prior to the expiration of the then in-effect Term. Licensee agrees that the Agreement shall remain in force for the minimum period of the Initial Term and no termination of this Agreement shall be initiated by the Licensee during the Initial Term.
3. Compensation
In consideration for the licenses granted hereunder and during the Initial Term of the Agreement and for each Extended Term, Licensee agrees to pay to Licensor the “User Fees” in accordance with the Fee Payment Schedule, as outlined on the website sign up page.
The Software shall be launched in two stages as further detailed on the website. The Licensee agrees to pay the Licensor the platform monthly or yearly fee and if requested, DPP, Product CO2 and set up support is agreed. In the event that additional Set Ups are required, Licensee agrees to pay any Additional Set Up Fees prior to such additional set up being initiated.
4.Intellectual Property And Confidentiality
Licensor will retain exclusive interest in and ownership of its intellectual property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement. Licensee recognises that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for additional 10 years thereafter, disclose or reveal to any third party or utilise for its own benefit other than pursuant to this Agreement, any information provided by Licensor, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor's Software and shall assume responsibility that its employees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.
Licensee shall take no steps in attempting to reverse engineer the Software.
5.Set Up, Training, And Acceptance
Licensor shall set up the Software on Licensee's behalf and provide the Licensee with 1 manager and 1 admin log in per Licensee.
At the time of set up of the Software, Licensor shall train relevant employees of Licensee in the use of the Software.
The Licensee acknowledges that the Software, which is the subject of this Agreement, is new and currently in development. The Licensee agrees to exercise patience and understanding regarding any potential limitations, bugs, or incomplete features that may arise during the initial set up and training phases as well as any subsequent phases thereafter. The Licensee further agrees to provide constructive feedback to the Licensor to assist in the ongoing development and improvement of the Software. Acceptance of the Software shall occur upon the Licensee’s satisfaction with the training provided, notwithstanding the Software's developmental status
Licensor shall have the right to repair or replace the Software at its discretion. Licensor shall be under no obligation to repair or replace such Software except as provided for in the Warranties provision of this Agreement.
6. Warranties.
Licensor represents and warrants that, to Licensor’s knowledge, the Software does not infringe the intellectual property rights or other rights of any third party.
Licensor warrants that the Software will perform in accordance with the specifications provided to Licensee, as determined by Licensor. The warranty provided for herein is in lieu of all other warranties, express or implied, that may arise either by agreement between the parties or by operation of law, including the warranty of merchantability or fitness for a particular purpose.
In the event of a claim by Licensee under this warranty, Licensor shall have the option to either repair or replace the Software. In the event that Licensor fails to repair or replace the Software within a reasonable period, Licensee's sole recourse shall be to terminate the Agreement and Licensor's sole obligation shall be to return any User and Set Up Fees paid by Licensee. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.
7. Termination.
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
Either party may terminate this Agreement on 60 days' written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the 60-day period, the breaching party fails to cure such breach.
Subject to clause 2, licensee shall have the right to terminate this Agreement at any time on 90 days written notice to Licensor for any reason.
The Licensor shall have the right to terminate this Agreement at any time on 30 days written notice to Licensee for any reason.
Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software.
Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.
8. Indemnity
Licensor agrees to indemnify, defend, and hold harmless the Licensee from any and all claims, damages, liabilities, costs, and expenses arising from Licensor’s failure to comply with any terms of this Agreement or any applicable laws or regulations.
Licensee agrees to indemnify, defend, and hold harmless the Licensee from any and all claims, damages, liabilities, costs, and expenses arising from or in connection with any proceeding arising out of Licensee's unauthorised use, customisation, modification, or other alterations to the Software, including claims that its customisation, modification, or other alterations or use that infringe a third party's Intellectual Property rights.
9. Notices
Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered in person, sent by email, or sent by recorded delivery, postage prepaid, and return receipt requested, addressed to the other party at its address specified in this Agreement or at such other address as such party shall designate by written notice to the other party.
10. Jurisdiction And Disputes
The Agreement shall be governed by the laws of England and Wales.
Any dispute between the Parties relating to the Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.
11. Waiver
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
12. Severability
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
13. Assignability
The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.
14. Entire Agreement
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by both parties.
This Agreement shall be effective on the date the licensor signs up, acknowledging the agreement and other policy documents.
