This Software License Agreement (this "Agreement") is made effective as of
By Authorized reseller Mikedavinci LLC and between:
(a) "Software" means the computer programs and documentation listed and described in Schedule A attached to this Agreement.
(b) "Install" means making the Mobile Software API available to companies IT professional for installation
(c) "Use" means (i) executing or loading the Software API into Website(s) or portals that facilitate the service intended
Licensor hereby grants to Licensee a nonexclusive license to install and use the Mobile Software API on any Website(s) or portals located at,
provided such computers cannot be accessed from outside the site by a telecommunications network or otherwise.
This License is effective when executed by both parties and will last for a term of ONE years. Thereafter, this License shall automatically be renewed for successive ONE year terms unless Licensee gives Licensor written notice at least 30 days before the day on which the license or renewal would expire of its intention not to renew this license.
Licensee agrees to pay Licensor the following license fees.
MONTHLY RECURRING LICENSE IS $99 PER CLINIC, BILLED MONTHLY
Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this License or if Licensee becomes bankrupt or insolvent.
Upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software API including modi]ications. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business to assure compliance with this provision.
Licensor retains title to and ownership of the Software API and all enhancements, modi]ications and updates of the Mobile Software API.
Licensee will make no efforts to reverse engineer the Mobile Software API, or make any modi]ications or enhancements without Licensor's express written consent.
THE SOFTWARE IS PROVIDED "AS IS." LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Licensor's entire liability and Licensor's sole and exclusive remedy for breach of the foregoing warranty shall be Licensor's option to either:
- return to Licensee the license fee for the period in which the Software API did not perform according to this warranty, or
- repair the defects or replace the Mobile Software API.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND LICENSOR'S LIABILITY TO LICENSEE FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL BE LIMITED TO THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE AS COMPENSATION FOR THE MOBILE SOFTWARE API DURING THE 0 MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE.
Licensee will treat the Mobile Software API as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in con]idence. Licensee agrees to treat the Mobile Software API with at least the same care as it treats its own con]idential or proprietary information.
The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location: Texas. Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.
- When delivered personally to the recipient’s address as appearing in the introductory paragraph to this License;
- Three days after being deposited in the United States mail, postage prepaid to the recipient’s address as appearing in the introductory paragraph to this License; or
- When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice.
Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by ]irst-class or certi]ied mail or the recipient delivers a written con]irmation of receipt.
Any party may change its address appearing in the introductory paragraph to this License by given notice of the change in accordance with this paragraph.
No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent. Licensor may impose a reasonable license fee on any such assignment.
The License shall be effective once both parties have signed. This License shall be signed by MIKEDAVINCI LLC &