License Agreement

SHARE THE BOARD
LICENSE AGREEMENT

v. 3.0 of October 4, 2023

This License Agreement (“Agreement” or “License Agreement”) is concluded by and between FPWD sp. z o.o. with its registered office in Kraków (Poland), 10/5 Czysta Street, 31-121 Kraków, entered into the Register of Entrepreneurs of the National Court Register (KRS) kept by the Regional Court in Kraków XI Business Department of the National Court Register under KRS No. 0000796238, Tax ID: 6762568854, Statistical ID: 383961027, share capital in the amount of PLN 30,000.00, e-mail: [email protected] (“Licensor”) and you, the client (“Licensee”).

1. CONTRACTUAL TERMS
   1. “Asset” means the “ShareTheBoard” App provided by the Licensor.
   2. “Confidential Information” means any information provided by Licensor or Licensee, regardless of the form, that: (a) is by its nature confidential; (b) is designated by the disclosing Party as confidential; (c) the receiving Party knows or reasonably ought to know is confidential; (d) is comprised in or relating to any Intellectual Property Rights of Licensor; (e) constitutes personal data within the meaning of the applicable law.
   3. “Term” means the term of this Agreement commencing on the Commencement Date and expiring on the Expiry Date, as specified in Section 3 of this Agreement.
   4. “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know-how, trade secrets and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in Section 5 of this Agreement.
   5. “Terms and Conditions” means the terms and conditions of use of the products, services and apps provided by the Licensor, which are available on the Licensor’s website: https://sharetheboard.com/terms-and-conditions. Terms and conditions constitutes an integral part of this License Agreement.
   6. “Privacy Policy” means the document adopted by the Licensor specifying the rules for the processing of personal data by the Licensor, which is available on the Licensor’s website: https://sharetheboard.com/privacy-policy. Privacy Policy constitutes an integral part of this License Agreement.
   7. “Party” and/or “Parties” mean the Licensor and/or the Licensee, depending on the context.
2. LICENSE GRANT
   1. Licensor hereby grants to the Licensee a non-exclusive, non-transferable, royalty-free, worldwide license to use the Asset in accordance with its functionality and intended purpose, subject to the terms and conditions set forth herein (“License”).
   2. The License is granted for the Term in the following fields of exploitation: (a) introduction to the memory of a computer, server and other electronic devices; (b) permanent or temporary reproduction by any technique; (c) dissemination through public performance, display and presentation, in particular on the Internet; (d) use for advertising and marketing purposes, as well as to mark products or services and other forms of commercial activity; (e) translation, without time or geographical limitation; (f) creation and use of abstracts.
   3. The Asset is provided by the Licensor on an “as is” basis without any warranties, representations or conditions of any kind and without any endorsement. The Licensor warrants that the Asset will be free from legal defects, in particular, the Asset will not be limited with the rights of third parties in any way, as well as using the Asset will not infringe personal rights, copyrights, rights to trademarks or utility models or any other intellectual property rights of any third parties.
3. TERM
   1. This Agreement and the License granted hereunder shall commence on the date of the Licensee’s acceptance of the terms of this Agreement (Commencement Date) and is granted for a period agreed by the Parties (Expiry Date). After the Expiry Date, the License is automatically renewed for a further period (one month or a year), depending on the period for which the License was previously granted, unless the Licensee – prior to the Expiry Date – declares that he/she terminates the Agreement. The statement of termination may be submitted to the Licensor in any form, in particular via the contact form available on the Licensor’s website or by e-mail sent to the following address: [email protected].
   2. Until the access to the Asset is granted to the Licensee, the Licensee has the right to withdraw from the transaction at any time without giving a reason. To withdraw from the transaction the Licensee shall contact the Licensor via the contact form available on the Licensor’s website or by e-mail sent to the following address: [email protected].
   3. Within 14 days from the date of granting the access to the Asset, the Licensee has the right to withdraw from this Agreement without giving a reason. To withdraw from this Agreement the Licensee shall contact the Licensor via the contact form available on the Licensor’s website or by e-mail sent to the following address: [email protected].
   4. In the case referred to in Section 3.2. and 3.3., the Licensor will immediately, but not later than within 14 days of receipt of the notice of termination, return to the Licensee all amounts paid by the Licensee under this Agreement. The amounts will be refunded to the bank account indicated by the Licensee.
   5. This Agreement may be terminated by each Party before the Expiry Date in the event that one of the Parties is in breach of any term of this License Agreement and has not corrected such breach to the other Party’s reasonable satisfaction within 14 days of the receipt of notice of the same. Termination under this section shall not affect any other rights or remedies that Parties may have under this Agreement or under applicable laws.
   6. In the event of termination of this Agreement, regardless of the reason, the Licensor is entitled to the License Fee only for the duration of the Agreement.
4. LICENSE FEE
   1. The Licensee is obliged to pay the Licensor a monthly or annual License Fee in the amount indicated on the Licensor’s website, depending on the selected version of the Asset. The License Fee will be charged upon granting the Licensee access to the Asset, in accordance with the Terms and Conditions. The License Fee will also be charged in the event of an automatic renewal of the License in the case referred to in Section 3.1.
   2. The License fee does not include any foreign or domestic taxes (in particular VAT), which, if found to be applicable, will be invoiced to Licensee and paid by Licensee together with the License Fee. The License Fee does not include the provision of any support services by the Licensor, nor does it oblige Licensor to provide Licensee with Asset updates that may be developed by the Licensor in the future. The above-mentioned support services and/or Asset updates may be entrusted to the Licensor on the basis of a separate agreement.
5. LICENSEE’S OBLIGATIONS
   1. The Licensee does not have the right to use the Asset for any purpose other than as expressly specified in this Agreement. The Licensee shall not distribute, sell, license or sub-license, let, trade or expose for sale the Asset to any third party. No changes to the Asset or its content may be made by the Licensee without prior written consent of the Licensor. No copies of the Asset are to be made other than as expressly approved by Licensor. The Licensee is entitled to save the Asset in the memory of devices on which the Asset will be used.
   2. The Licensee will provide technological and security measures to ensure that the Asset is physically and electronically secure from unauthorized use or access. Licensee shall also ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.
6. INTELLECTUAL PROPERTY RIGHTS
   1. All Intellectual Property Rights over and in respect of the Asset are owned by Licensor. The Licensee does not acquire any rights of ownership in the Asset.
   2. The Licensee is not entitled to: (a) sublicense the Asset; (b) transfer any rights and/or obligations under this Agreement under any legal title to any third party; (c) make any changes to the Asset.
7. LIMITATION OF LIABILITY
   1. The Licensee acknowledges and agrees that neither Licensor nor its board members, officers, employees, contractors or agents, will be liable for any loss or damage arising out of or resulting from any use of the Asset by the Licensee that is unlawful or contrary to this Agreement.
   2. To the extent permitted by applicable law, no express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose. The Licensor does not guarantee any support services for the Asset.
   3. Notwithstanding anything contained in this Agreement or in Terms and Conditions, in no event shall the Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Asset with Licensee computer programs and/or systems. Licensor does not warrant that the Asset will function in any environment.
   4. The Licensee acknowledges that the Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee, and it is therefore the responsibility of the Licensee to ensure that the Asset meets its own individual requirements and needs.
8. CONFIDENTIALITY
   1. Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement or in accordance with applicable law.
   2. Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information: (a) is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or (b) was approved for release in writing by the disclosing Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.
   3. This Section 8 will survive termination of this Agreement.
9. INDEMNIFICATION
   1. The Licensee shall indemnify, defend and hold harmless Licensor, its board members, officers, employees, contractors and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from: (a) the Licensee’s and/or the Licensee’s employees, contractors and agents use of the Asset that is unlawful or contrary to this Agreement; (b) any breach of this License Agreement and/or Terms and Conditions by the Licensee or any Licensee’s employees, contractors or agents.
   2. This Section 9 will survive termination of this Agreement
10. MISCELLANEOUS
    1. Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.
    2. Licensee shall not assign any rights of this License Agreement without the prior written consent of the Licensor.
    3. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.
    4. The Parties recognize the uncertainty of the applicable law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.
    5. This Agreement, along with the Terms and Conditions and Privacy Policy available on the Licensor’s website, contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.
    6. This Agreement will be construed by and governed in accordance with the laws of the Republic of Poland (UE).