This Data 360 license agreement (the “Agreement”) is made by and between Dataflix, Inc., a California corporation with a principal business address of 1290 B St. Ste 314, Hayward, CA 94541 (“Licensor”) and YOU (REFERRED TO HEREIN AS “LICENSEE”, “CUSTOMER”, “END USER”, “YOU” or “YOUR”).
WHEREAS, Licensor is the copyright owner of various originally created Data 360 of authorship fixed in a tangible medium of expression, namely, a cloud data service entitled “Data 360”, set of data sets or data (the “Data 360”);
WHEREAS, Licensor has the power and authority to grant to Licensee the right, privilege, and license to use the Data 360 for any purpose;
WHEREAS, Licensee desires to obtain from Licensor a license to use the Data 360 in connection with accessing the data or data sets made available from Licensor directly or through a third-party marketplace;
WHEREAS, both Licensee and Licensor are in agreement with respect to the terms and conditions upon which Licensee shall use the Data 360; and
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts, a royalty-free, non-exclusive, revocable, world-wide, non-transferrable, non-sublicensable, and non-assignable license to use the Data 360.
CONDITIONS AND LIMITATIONS ON LICENSEE. Licensee acknowledges that Licensor is the owner of the Data 360 and owns exclusive rights to the Data 360 and other intellectual property owned by Licensor. With the exception of the rights being licensed hereunder, all other rights are expressly reserved by and to Licensor. No right or license whatsoever is granted by Licensor to do any of the following: (1) modify or create any derivative work of, or develop any adaptations of, all or any part of the Data 360; (2) rent, lease, or loan the Data 360; (3) permit any affiliate, or any third party (except as may be necessary to exercise Licensee’s rights hereunder), to have access to, or to use, the Data 360; (4) disassemble, decompile or reverse engineer the Data 360 or otherwise attempt to gain access to the source code of the Data 360 or to circumvent, disable, sabotage or overwhelm the authorizations or security means protecting the Data 360; or, (5) sell, license, sublicense, publish, display, distribute, broadcast, abandon, deliver, assign or otherwise transfer to a third party the Data 360, any copy thereof, or any intellectual property rights or other rights thereto, in whole or in part. Licensee shall use the Data 360 only for lawful purposes and in compliance with all applicable laws and regulations.
TERM. The Term of this Agreement shall remain in full force and effect for as long as the Data 360 is used by Licensee.
BENEFICIARIES AND ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, successors, and any business entity used as a d/b/a or of which a party holds at least fifty percent (50%) of the ownership interests. Licensee does not have the right to sublicense this Agreement to unaffiliated third-parties. This Agreement and the rights of the parties hereunder may not be assigned by either party without the written consent of the other party, not to be unreasonably withheld.
INDEMNIFICATION. Licensee shall indemnify, defend and hold Licensor harmless for any claims, demands, liabilities, judgment, damages, expenses and losses incurred, including court costs and reasonable attorneys’ fees, arising out of any claim related to:
- Licensee’s use of the Data 360, including but not limited to a claim that Licensee infringes a third party’s intellectual property rights, provided that Licensor promptly notifies Licensee of the infringement claim in writing, gives Licensee sole control of the defense and any settlement negotiations, and provides Licensee with any information and assistance needed to defend against or settle the claim;
- violations of any law, rule or regulation in the United States (whether federal, state, local or otherwise) resulting from, relating to or arising out of, whether wholly or partially, in any way whatsoever to Licensee’s use or, or access to, the Data 360; or,
- any misrepresentation or breach of warranty by Licensee under, or arising under, this Agreement or other breach or failure by Licensee to perform, satisfy and observe Licensee’s covenants and obligations under, or arising under, this Agreement.
RELATIONSHIP OF THE PARTIES. This Agreement does not constitute and shall not be construed as constituting a partnership, joint venture, or employer-employee relationship between Licensor and Licensee and neither party shall have any authority to bind the other.
DATA 360 SUPPORT SERVICE LEVEL AGREEMENT (SLA). Data 360 support (“Support”) covers support for datasets that are part of Data 360 exclusively and does not cover support of Google Cloud Products or any third party software under this SLA. Scope includes issues with our datasets “as-is”, and does not include training, customization, changes to data and/or development.
Response Time. Licensor’s standard response time is 2 business days, while we aim to respond as soon as we can. Licensor takes exceptional effort to provide support in accordance with this SLA, but can not be held responsible for delays caused by the Licensee or for reasons outside of Licensor’s control.
Contact. Licensor support team can be contacted via email – firstname.lastname@example.org.
- Each party to this Agreement represents that it has the right and authority to enter into this Agreement and that there are no outstanding assignments, grants, licenses, encumbrances, obligations or agreements, whether written, oral or implied, that are inconsistent with the terms of this Agreement.
- Licensor warrants and represents, to the best of his knowledge, it has the full and unrestricted right to enter into this agreement and to grant all of the rights herein granted.
- No modifications, amendments, or supplements to this Agreement shall be effective for any purpose unless in writing and signed by both parties.
- If any term or provision of this Agreement is found to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, so as best to accomplish the objective of the parties to the fullest extent possible. In any event, the remaining terms and provisions shall be deemed valid and enforceable.
This Agreement may be executed by exchange of electronically mailed executed documents, and any signature so transmitted shall be deemed an original signature for purposes of this Agreement. This Agreement may be executed in counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same instrument.