Big Nerd license
Software License Agreement
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") dated this 1st day of December, 2015 (the "Execution Date") BETWEEN: Big Nerd Software, LLC. (the "Vendor") And OF THE FIRST PART ComAround Scandinavia AB (VATNR:SE55657l4l3501) (the "Licensee") OF THE SECOND PART
The Vendor wishes to license computer software to the Licensee and the Licensee desires to purchase the software license under the terms and conditions stated below. IN CONSIDERATION OF the provisiom contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
License
1. Under this Agreement the Vendor grants to the Licensee a non-exclusive and non transferable license (the "License") to use Screencast-0-Matic™ (the "Software") described in Exhibit A
2. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
3. This Agreement grants a license to the Licensee to distribute the Software in support of its product.
4. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity.The Licensee may not make available the Software for use by one or more third parties.
5. The Software may not be modified, reverse-engineered, dis-assembled, or de- compiled in any manner through current or future available technologies.
6. Licensee understands and shall infonn end-users ("Customers") that the use of the Software is dependent upon Customers agreeing and adhering to Licensee Tcnns which shall ensure that the Software is used by Customers in accordance with the tenns of this License.
7. Failure to comply with any of the tenns under this License section will be 9\considered a material breach of this Agreement. License Fee
8. The license fee for this Agreement will consist of an annual purchase price of $12000 USO paid quarterly (every 3 months) at the rate of $3,000/quartcr, the 151 quarters payment due upon execution of this agreement.
9. Option to Upgrade: Vendor grants Licensee a limited time option to upgrade this license to include the Vendors Editing Tools described in Exhibit B. This option must be taken within 6 months of the Execution Date of this Agreement by written notice from Licensee to Vendor (..Upgrade Notification"). The license fee for the Editing Tools under this option will consist of an annual purchase price of S12000 USD paid quarterly (every 3 months) at the rate of $3,000/quarter, the 1" quarters payment dueupon Upgrade Notification. For pwposes of clarity, if Licensee selects this option the total license fee for the Recorder and Editing Tools described in Exhibit A and Exhibit B will be an annual purchase price of $24000 USO.
Limitation of Liability
l0.The Software is provided by the Vendor and accepted by the Licensee ttas is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software, prorated to the amount of the purchase price the Licensee has paid during the year.The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
11. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purposeor that the Software will be suitable or appropriate for the specific requirements of the Licensee.
12. The Vendor does not warrant that use of the Software will be uninterrupted or error-free.The Licensee accepts that software in general is prone to bu and flaws within an acceptable level as detennined in the industry.
Warranties and Representatiogs
13. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement,copyright or applicable statute.
Acceotance
14. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.
User Support
15. The Licensee will be entitled to one year of phone and email support available 8:00 AM to 5:00 PM PST - Monday - Friday - Excluding US Holidays, at no additional cost starting on execution of this Agreement.
16. The Licensee will be entitled to maintenance upgrades and bug fixes. at no additional cost..
17. Vendor will respond to such support queries within 48 hours. Such response may only consist of estimates of time to resolution.
0 Term
18.The tenn of this Agreement will be for 1 year from the Execution Date of the Agreement and will automatically renew for Iyear one-year periods (..Renewal Period) unless tenninated by either party.
0 Termination
19. Either party may terminate this Agreement at any time upon written notice if the other party is in (i) breach of its obligations hereunder including remitting payments when due, and fails to cure such breach within thirty (30) days following written notice of such breach,(ii) material breach of its obligations hereunder which cannot be cured, (iii) becomes insolvent or files or has filed against it a petition under applicable bankruptcy or insolvency law which remains un-dismissed after ninety (90) days, makes an assignment for the benefit of creditors or takes any similar action under applicable bankruptcy or insolvency law, or (iv) for convenience, by giving 90 days prior written notice from the start of a Renewal Period of its intent to terminate the Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.
Force Ma jeure
20. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake,typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
Governing Law
21. The Parties to this Agreement submit to the jurisdiction of the courts of the State of Washington for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Washington .In any action to enforce this Agreement, the prevailing party shall be entitled to its attorneys' fees and costs. Should a party seek injunctive relief in order to prevent the violation of this Agreement or to enforce its intellectual property rights after tcnnination, such party shall be entitled injunctive relief without the necessity of posting a bond.
Confidentiality
22. The Each party (Licensee and Vendor) agrees to abide by the following confidentiality obligations with respect to the other party's Confidential Information: do not disclose it to any third party unless (i) the other party has given its specific and express prior written approval, (ii) the disclosure is expressly allowed under this agreement. or (iii) the disclosure is necessary to comply with a valid court order or subpoena; do not use it for any reason other than to exercise its rights and perfonn its obligation under this agreement; and protect it from unauthorized dissemination in the same manner as that party protects its own Confidential lnfonnation, and in any event with reasonable precautions (which include limiting access to employees and contractors on a "need-to-know" basis).
Miscellaneous
23. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
24. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
v
25. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
26. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties• intent that such provision be reduced in scope by the court onJy to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
27. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. AlJ such statements are declared to be of no < value in this Agreement. Only the written terms of this Agreement will bind the q;. 0
28. This Agreement and the tenns and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.
29. Prior Agreement. This Agreement supersedes and replaces any and all previous agreements between the parties. \'-
Notices
30. All notices to the parties under this Agreement are to be provided at the following addresses; or at such addresses as may be later provided in writing:
a) Big Nerd Software, LLC. '-:v () vv P.O. Box 45085, Seattle; Washington 98145 O _ Sv'
b) ComAround Scandinavia AB G -':S) Q;- Holliindargatan 13, 111 30 Stockholm, Sweden •
C, IN WITNESS WHEREOF the parties have duly affixed their atures under hand and seal on this J 8 day of A/rJi.!'fkr /x,Y , 2.01j . Vcnd crd Software, LLC. by: 67 -:. t-S bt-'s< ) 6 v- ':)
Name of VendoKAgent o "cL.r Ic-r 6
Title of Vendor's Agent Licensee: ComAround Scandinavia AB (VATNR: SE55657I4l3501) by: ?ir S-lr11J-J d
Name of Licensee's Agent
Title of Licensee's Agent
EXHIBIT ·A' DESCRIPTION OF SCREENCAST-0-MATIC SOFTWARE RECORDER I • J §:' 0 Screencast Recorder Application : Native Java based application to create and upload vc; screencasts from a Microsoft Windows PC or an Apple Mac OS X Intel PC. Screencast Encoder: Native executable for Windows and Mac which is downloaded by the Screencast Creation Applet to encode screencasts into mp4. The executable is a build of the third-party software "ffmpeg"which is licensed under the GNU General Public License (GPL) version 2. Using this software requires that Licensee gives credit to "Fabrice Bellard (originator of the FFmpeg project), et al."and provide a copy of the GPL as well as the source code used to build the encoder which will be provided by Vendor. This is usually done via a Tcnns of Service page on the Site. lf Sceencasts are encoded into formats such as H264 ("'MPEG-4"), Licensee is v responsible for ensuring compliance with the right holder's current licensing terms.
EXHIBIT 'Bt DESCRIPTION OFSCREENCAST-0-MATIC SOFTWARE EDITING TOOLS Screencast Editing Application: Native Java based application to edit screencasts from a S" Microsoft Windows PC or an Apple Mac OS X Intel PC. The editing functionality will allow editing of previously recorded content prior to uploading to Licenseets cloud. The minimal editing functionality will consist of trimming. cutting out, inserting clips, changing speed, zooming, adding overlays.inserting transitions and editing audio.
PDF of license is with Laurie Hollis