TRADEMARK, SERVICEMARK AND
COPYRIGHT LICENSE AGREEMENT
This End-User License Agreement (EULA)(“Agreement”)is made between YantraRobotics (“Licensor”) and you (“Licensee”) (collectively referred to herein as “the Parties”), in reference to the following facts:
WHEREAS, Licensor is the owner of certain trademarks, servicemarks and copyrights for documents detailing instructions for creating models using the LEGO® WeDo® kit and WeDo® software (described herein as the “Work”), as specified herein;
WHEREAS, Licensee is interesting in using those certain marks and rights and
WHEREAS, Licensor is willing to permit the use of those marks, designs and rights in the limited manner as provided herein,
NOW, THEREFORE, in consideration of the mutual promises, conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, the Parties hereto agree as follows:
1. Grant of License.
(A) Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable license to use the Work in the course of her business and to otherwise copy, make, use the Work, and for no other purpose. Licensee may copy and use the Work in accordance with the terms set forth below, for general advertising materials, and point of sale displays, advertising, and other promotional materials for the Work. Further, Licensee may use the Work in conjunction with an Internet site for the advertisement and sale of the Work as described herein, but shall not otherwise advertise or sell outside of the United States of America without the written permission of Licensor. Any other use shall be made by Licensee only upon the receipt of prior written approval from Licensor.
(B) Licensee shall not grant sub-licenses without the prior written approval of Licensor.
(C) Licensee hereby accepts such license and agrees that Licensee shall not use the Work except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Work subject to any limitations set forth herein.
2. Ownership of Works.
Licensee acknowledges that Licensor is the sole and exclusive owner of the Work and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that she will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with this Agreement.
3. Term and Termination.
(A) This Agreement shall commence as of the Effective Date and shall continue in full force and effect until Licensee is in Good Standing. (B) In the event that Licensee seeks bankruptcy, either voluntarily or involuntarily, Licensor may, at its sole discretion, terminate this Agreement. (C) Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights (including the right to use the Work) privileges and obligations arising from this Agreement shall cease to exist, except for Licensee’s obligation to pay royalties to Licensor pursuant to the terms herein.
4. NO WARRANTIES.
Licensor expressly disclaims any warranty for the Works any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or non-infringement. The entire risk arising out of use or performance of the WORK remains with you.
5. NO LIABILITY FOR DAMAGES.
In no event shall the Licensor be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if the Licensor is aware of the possibility of such damages and known defects.