THIS AGREEMENT entered into as of the day of purchase (“Effective Date”) by and between BIMeta Corporation, a Company incorporated under the laws of Nevada State having its principal place of address located at 2251 S. Fort Apache Road, Apt 2165 Las Vegas Nevada, 89117 (“Licensor”) and User/Company Name a Company incorporated under the laws of State/Country/Providence having its principal place of address located at place of purchase through the user/buyer.
Both the “Licensor” and the “User” will be referred individually as (the “Party”) and collectively as (the “Parties”).
WHEREAS, Licensor is the owner and developer of computer software and is desirous of allowing customers to use their product and
WHEREAS, User is desirous of purchasing Licensor’s software for his/her own personal benefit
NOW THEREFORE, the parties hereto agree as follows:
1. GRANT OF LICENSE
- Subject to the terms and conditions of this Agreement, Licensor grants to User a non- exclusive, non-transferable license to use the software identified in Exhibit A (the “Licensed Programs”) for the purpose of (purpose of software)
- User may use the Licensed Programs in executable format for its own use, and may translate or modify the licensed programs or incorporate them into other User shall not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified.
2. CONSIDERATION TO LICENSOR
- User shall pay, upon delivery of the Licensed Programs, the license fees set forth in Exhibit A attached
- License fees do not include any shipping, duties, bank fees, sales, use, excise or similar taxes If Licensor is required to pay any such amounts, User shall reimburse Licensor in full.
- User shall not be allowed to make copies of the Licensed Program in any Each Licensed Program is copyrighted by Licensor. User agrees not to reproduce and redistribute the Licensed Program to any third party. .
- The original and any copies of the Licensed Programs, made by Licensee, including translations, compilations, partial copies, modifications, and updates, are the property of
5. PROPRIETARY RIGHTS
- User recognizes that Licensor regards the Licensed Programs as its proprietary information and as confidential trade secrets of great value. User agrees not to provide or to otherwise make available in any form the Licensed Programs, or any portion thereof, to any person other than employees of User without the prior written consent of Licensor. User further agrees to treat the Licensed Programs with at least the same degree of care with which User treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Programs.
- The license granted hereunder shall continue unless and until terminated pursuant to Section 7 hereof and subject to User’s proper performance of its obligations
- Licensor may terminate this Agreement if User is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days after written notice thereof from
8. TERMINATION CERTIFICATE
- In the event of termination, User will immediately discontinue use of the Licensed Within one (1) month after termination of this Agreement, User will furnish to Licensor a certificate which certifies with respect to each of the Licensed Programs that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of each of the Licensed Programs have been destroyed. The provisions of Sections 4, 5, 8, 11, and 13 hereof shall survive any termination of this Agreement.
9. MAINTENANCE SUPPORT
- Licensor will provide to User the following support with respect to the Software:
- If during the 1st year of this Agreement, User notifies Licensor of a substantial program error respecting the Software, or Licensor has reason to believe that error exists in the Software and so notifies User, Licensor shall at its expense verify and attempt to correct such error within thirty (30) working days after the date of If User is not satisfied with the correction, then User may terminate this Agreement, but without refund of any amount paid to Licensor or release of any amounts due Licensor at the time of termination.
- In the case that User has technical questions in the use of the Software during the 1st year of this Agreement, User may submit those questions to Licensor shall provide consulting to answer such questions without charge to User up to a maximum of sixteen (16) hours for each licensed program.
- If User desires to continue the Software support specified in this section, User shall pay to Licensor the maintenance fee(s) set forth in Exhibit
10. DELIVERY OF LICENSED PROGRAMS
- Licensor shall use its best efforts to deliver the Licensed Programs promptly after receipt of the purchase order and export license (if required).
11. WARRANTY DISCLAIMER
- Licensor licenses, and User accepts, the licensed programs “AS ” LICENSOR PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TOTHE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.
12. PATENT AND COPYRIGHT INDEMNITY
- Licensor will defend at its own expense any action brought against User to the extent it is based on a claim that the Licensed Programs used within the scope of the license granted hereunder infringe a United States patent, copyright or other proprietary right of a third Licensor will pay any costs, damages or attorney fees finally awarded against User in such action which are attributable to such claim, provided Licensor is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that a Licensed Program becomes, or in Licensor’s opinion is likely to become, the subject of a claim of infringement of a United States patent, copyright or trade secret, Licensor may at its option either secure User’s right to continue using the Licensed Programs, replace or modify the Licensed Programs to make them not infringing, or provide User with a refund of the license fee less depreciation on a 5 (five) year, straight-line basis. Licensor shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program in any form other than the original, unmodified form provided to Licensee or the use of a combination of the Licensed Programs with hardware, software or data not supplied by Licensor where the used Licensed Programs alone in their original, unmodified form would not constitute an infringement. The foregoing states User’s entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.
13. LIMITATION OF LIABILITY
- LICENSOR’S LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY USER TO IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.
- All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth on the front For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box.
- This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided
- In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a
17. GOVERNING LAW/FORUM
- This Agreement shall be governed and interpreted by the laws of the State of United States of America, Nevada State shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.
- This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by User without the prior written consent of
19. EXPORT REGULATIONS
- Licensee understands that Licensor is subject to regulation by agencies of the S. Government, including the U.S. Departments of Commerce and State, which prohibit export or diversion of certain technical products to certain countries. Licensee warrants that it will comply in all respect with the export and re-export restrictions set forth in the export license for the Licensed Programs and all other applicable export regulations. User agrees to indemnify and hold Licensor harmless from any loss, damages, liability or expenses incurred by Licensor as a result of User’s failure to comply with any export regulations or restrictions.
20. ENTIRE AGREEMENT
- This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such This Agreement shall take precedence over any additional or conflicting terms which may be contained in Licensee’s purchase order or Licensor’s order acknowledgment forms.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.
Name: Kevin J. Bruno
Title: President / CEO Of BIMeta Corporation
BIMeta Corporation (Licensor)
EXHIBIT A LICENSED PROGRAMS
ONE-TIME COMPUTER PROGRAMS LICENSE FEE / MAINTENANCE FEE
Program BIMeta Plugins in executable format US $ 299.00 Maintenance Fee US $ 200.00
License fee excludes any taxes’s hipping and/or insurance charges, and any bank transfer fees.
Code maintenance is free during the first year; thereafter, code maintenance is available annually with maintenance fee listed above.