Orion Energy Systems
Orion Energy Systems
Segment Guides™ Individual Offering License Agreement
This Segment Guides™ Offering License Agreement (the “Agreement”) is made and entered into as of [PURCHASE DATE] (the “Effective Date”) between [LICENSEE NAME], with an address at [LICENSEE ADDRESS] (“You” or “Licensee”) and Selling Energy, a Delaware corporation, with offices at 329 Primrose Road #513, Burlingame, 94011 (“Licensor”). Licensor has developed and owns certain proprietary guides (the “Licensed Material”) and desires to license access to the Licensed Material to Licensee on the terms provided in this Agreement for Licensee’s personal sales and business use. This Agreement applies to all Licensed Material accessed via multiple methods of delivery, including but not limited to online on the World Wide Web, digital, and analog (physical) delivery of Licensed Material.
B. License. Subject to the terms and conditions in this Agreement, Licensor grants to Licensee a worldwide, limited, non-exclusive, non-transferable, non-sub-licensable license to use the Licensed Material during the term of this Agreement (the “Term”) solely for Licensee’s personal sales and business use. This license shall be restricted solely for the use of Licensee. For the avoidance of doubt, concurrent usage or sharing of any Licensed Material by any third party is not permitted.
C. Usage. Subject to the restrictions set forth in this Agreement, Licensee is permitted to access and use the Licensed Material, solely in the regular course of Licensee’s business, research, and other related work in connection with the Licensee’s provision of services to its clients or personal use, and in a manner that is not commercially prejudicial to or competitive with Licensor.
D. Licensee Obligations
E. Restrictions on Use
F. Ownership. Licensee acknowledges and agrees that Licensor owns and shall retain all proprietary rights, title and interest, including all patent, copyright, trade secret, know-how, design rights, trademark, and other intellectual property rights, in and to the Licensed Material and any changes, corrections, bug fixes, enhancements, updates and other modifications thereto (collectively, “Modifications” or “Alternative Materials”), whether made by Licensor or on behalf of Licensor, and as between the parties all such rights shall vest in and be assigned to Licensor. Licensee shall have no right to receive any such Modifications. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title to or ownership of the Licensed Materials, but only a right of limited use under the terms and conditions of this Agreement. Licensee shall keep the Licensed Materials free and clear of all claims, liens and encumbrances. In the event ownership of any Licensed Materials or Modifications vest in Licensee, Licensee hereby assigns to Licensor all of its right, title and interest in and to all intellectual property and other rights (and where relevant such assignment is by present assignment of future copyright) in such Licensed Materials or Modifications, and waives any and all moral rights in such Licensed Materials or Modifications to which it may now or in the future be entitled under the laws of any jurisdiction. All rights not expressly granted to Licensee in this Agreement are reserved by Licensor.
G. Proprietary Property.
H. Payment Terms
I. Term, Termination & Revocation
J. Warranty, Limitation of Liability
L. Mitigation. If the Licensed Material, or any component thereof, is, or in Licensor’s opinion is likely to be, claimed to infringe, misappropriate or otherwise violate any third-party intellectual property right, or if Licensee’s use of the Licensed Material is enjoined or, as determined by Licensor, is threatened to be enjoined, Licensor may, at its option and sole cost and expense: (i) obtain the right for Licensee to continue to use the Licensed Material materially as contemplated by this Agreement; (ii) modify or replace the Licensed Material, in whole or in part, to seek to make the Licensed Material (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Licensed Material, as applicable, under this Agreement; or (iii) by written notice to Licensee, terminate this Agreement and require Licensee to immediately cease any use of the Licensed Material, and will provide to Licensee a refund of any Fees pre-paid by Licensee as of such termination.