This License Agreement (this “Agreement”) is made effective as of July 30, 2019 between Brightman Designs, of 2417 E. 28th Ave., Denver, Colorado 80205 and Subscriber.
In the Agreement, the party who is granting the right to use the licensed property will be referred to as “BD,” and the party who is receiving the right to use the licensed property will be referred to as “Subscriber.”
The parties agree as follows:
1. GRANT OF LICENSE. BD owns CrowdSource2D photographs and 3d models in several formats (the “Authored Work”). In accordance with this Agreement, BD grants Subscriber a non-exclusive license to use the CS2D images and models in their architectural renderings. BD retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.
2. PAYMENT OF ROYALTY. Subscriber will pay to BD a royalty which shall be calculated as follows: $15 recurring monthly subscription for 10 downloads, $25 recurring monthly subscription for 50 downloads, $75 recurring monthly subscription for unlimited downloads.
3. MODIFICATIONS. Unless the prior written approval of BD is obtained, Subscriber may not modify or change the Authored Work in any manner.
4. DEFAULTS. If Subscriber fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, BD shall have the option to cancel this Agreement by providing 30 days’ written notice to Subscriber. Subscriber shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.
5. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to BD, whether or not owned or developed by BD, which is not generally known other than by BD, and which Subscriber may obtain through any direct or indirect contact with BD. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by BD concerning the business, technology and information of BD and any third party with which BD deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
A. “Confidential Information” does not include:
– matters of public knowledge that result from disclosure by BD;
– information rightfully received by Subscriber from a third party without a duty of confidentiality;
– information independently developed by Subscriber;
– information disclosed by operation of law;
– information disclosed by Subscriber with the prior written consent of BD;
– any other information that both parties agree in writing is not confidential.
6. PROTECTION OF CONFIDENTIAL INFORMATION. Subscriber understands and acknowledges that the Confidential Information has been developed or obtained by BD by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of BD which provides BD with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by Subscriber of any Confidential Information, Subscriber agrees as follows:
A. No Disclosure. Subscriber will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of BD.
B. No Copying/Modifying. Subscriber will not copy or modify any Confidential Information without the prior written consent of BD.
C. Unauthorized Use. Subscriber shall promptly advise BD if Subscriber becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
D. Application to Employees. Subscriber shall not disclose any Confidential Information to any employees of Subscriber, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of BD.
7. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
8. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored Work by the other party or by any third party, and Subscriber accepts the product “AS IS.” In no event will BD be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.
9. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, Subscriber grants back to BD a non-exclusive royalty-free license to use the Authored Work as BD sees fit, including for the creation of derivative works; provided, however, this license shall not limit Subscriber’s rights and public rights under this License.
10. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.
11. TERMINATION. This Agreement may be terminated by either party by providing 0 days’ written notice to the other party.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Colorado.
17. SIGNATORIES. This Agreement shall be signed on behalf of BD by Michael Brightman, Principal and on behalf of Subscriber by accepting the terms and conditions on checkout at www.crowdsource2d.com, effective as of the date first above written.