License Agreement

For use of the ShareTheBoard app – Starter

This License Agreement (“Agreement” or “License Agreement”) is made and effective as of Licensee’s acceptance of the License content by and between FPWD sp. z o.o. with 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 (“Licensor”) and the Client (“Licensee”).

WHEREAS:

  1. Licensee wishes to obtain a license to use ShareTheBoard app – Starter (hereinafter, the “Asset”), and
  2. Licensor is willing to grant to the Licensee a non-exclusive, non-transferable License to use the Asset for the term and specific purpose set forth in this Agreement,

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:

1. Definitions

1.1 “Agreement” means this License Agreement.

1.2 “Confidential Information” means information that:

  1. is by its nature confidential;
  2. is designated by Licensor as confidential;
  3. the Licensee knows or reasonably ought to know is confidential;
  4. Information comprised in or relating to any Intellectual Property Rights of Licensor.

1.3 “Asset” means the ShareTheBoard app provided by the Licensor.

1.4 “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 clause 5.

1.5 “Party” means FPWD sp. z o.o. or a Client (“Licensee”), who is a person or business entity who has executed this Agreement.

1.6 “Term” means the term of this Agreement commencing on the Commencement Date and expiring on the Expiry Date as specified in clause 12 of this Agreement.

2. License Grant

Licensor grants to the Licensee a non-exclusive, non-transferable License for the Term to use the Asset for the purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement.

3. License Fee

In return for granting the License, the Licensee is obliged to pay the Licensor a periodic License Fee specified in clause 13 of this Agreement.

4. Licensee’s Obligations

4.1 The Licensee cannot use the Asset for any purposes other than specified in this Agreement. The Licensee will not distribute, sell, license or sub-license, let, trade or expose for sale the Asset to a third party. No changes to the Asset or its content may be made by Licensee.

4.2 The License to use the Asset is granted in accordance with its intended purpose, in the fields of use resulting from its functionality. The use of the Asset for any other purpose is prohibited.

4.3 No copies of the Asset are to be made other than as expressly approved by Licensor.

4.4 The Licensee will provide technological and security measures to ensure that the Asset which the Licensee is responsible for is physically and electronically secure from unauthorized use or access.

4.5 Licensee shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.

5. Intellectual Property Rights

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.

6. Limitation of Liability

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 Licensor’s provision of the Asset under this Agreement, or any use of the Asset by the Licensee or its employees. Licensee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim.

7. Confidentiality

7.1 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 generally applicable laws.

7.2 Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:

  1. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
  2. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.

7.3 This clause 7 will survive termination of this Agreement.

8. Disclaimers & Release

8.1 To the extent permitted by law, Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset or any part thereof.

8.2 The Asset is provided by the Licensor on an “as is” basis.

8.3 Notwithstanding anything contained in this Agreement, 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.

8.4 Licensor does not warrant that the Asset will function in any environment.

8.5 The Licensee acknowledges that:

  1. The Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and
  2. it is therefore the responsibility of the Licensee to ensure that the Asset meets its own individual requirements.

8.6 To the extent permitted by 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 support services for the Asset.

9. Indemnification

9.1 The Licensee must 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:

  1. Licensee’s and Licensee’s employees use or reliance on the Asset,
  2. any breach of the terms of this License Agreement by the Licensee or any Licensee’s employee, and
  3. any other act of Licensee.

9.2 This clause 9 will survive termination of this Agreement.

10. Waiver

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.

11. Governing Law

This Agreement will be construed by and governed in accordance with the laws of the Republic of Poland. The Parties submit to exclusive jurisdiction of the courts of the Republic of Poland.

12. Term of the Agreement

12.1 This Agreement and the License granted herein shall commence on the date of granting the Licensee access to the Asset (Commencement Date) and is granted for a time period declared by the Licensee via the Licensor’s website (Expiry Date). After the Expiry Date, the License is automatically renewed for a further period (one month or a year), depending on the time period for which the License was originally granted, unless the Licensee declares prior to the expiry of the Expiry Date that he resigns from the License. The declaration of resignation from the License may be submitted via the Licensor’s website or via e-mail to the address indicated in point 12.2.

12.2 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 any reason. To withdraw from the transaction the Licensee shall contact the Licensor at the following e-mail address: [email protected] or via the Licensor’s website.

12.3 Within 14 days from the date of granting the Licensee the access to the Asset, the Licensee has the right to withdraw from this Agreement without giving any reason. To withdraw from this Agreement the Licensee shall contact the Licensor at the e-mail address indicated in the clause 12.2 or via the Licensor’s website.

12.4 In the case referred to in clause 12.3, the Licensor shall immediately, but not later than within 14 days of receiving the notification from the Licensee on the withdrawal from this Agreement, return to the Licensee all amounts paid by the Licensee. The amounts paid by the Licensee shall be refunded to the original account used by the Licensee.

12.5 This Agreement may be terminated by Licensor in the event of any of the following:

  1. if the Licensee is in breach of any term of this License Agreement and has not corrected such breach to Licensor’s reasonable satisfaction within 7 days of Licensor’s notice of the same;
  2. if the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or
  3. the Licensee is in breach of clause 4, 5 or 7 of this Agreement.

12.6 Termination under this clause shall not affect any other rights or remedies the Licensor may have. In the event of termination of this Agreement by the Licensor pursuant to clause 12.5, the Licensor shall be entitled to License Fee for the period during which the Licensee had access to the Asset.

13. License Fee

13.1 The Licensee undertakes to pay the Licensor a monthly or annual License Fee in the amount specified on the Licensor’s website. The Licensor reserves the right to grant discounts on the standard License Fee at its sole discretion.

13.2 The License Fee will be charged upon granting the Licensee access to the Asset, in accordance with the Terms and Conditions available on the Licensor’s website. The License Fee will also be charged in the event of an automatic renewal of the License in the case referred to in point 12.1.

13.3 The License fee does not include any and all foreign and 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.

13.4 The License Fee does not include the performance of support services by Licensor, nor does it oblige Licensor to provide Licensee with Asset updates or its additional functions that may be developed in the future by the Licensor. The above-mentioned updates and/or services may be entrusted to the Licensor on the basis of a separate agreement.

14. Assignment

Licensee shall not assign any rights of this License Agreement without the prior written consent of the Licensor.

15. Notices

All notices required under this Agreement shall be in writing and shall be deemed given (i) when delivered personally; (ii) five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; or (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid.

16. Counterparts

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.

17. Severability

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.

18. Entire Agreement

This Agreement 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.

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