The following is a licensing agreement (the “Agreement”) by and between you and Robert Van Scoyk, doing business as Ophelia Herself (“Van Scoyk”) (collectively, “you” and “Van Scoyk” may individually be referred to as a “Party” and collectively as the “Parties”).
NOW, for good and valuable consideration, which is hereby acknowledged, the Parties agree as follows:
- Ophelia Technology. The Ophelia Project has created source code and other technology, which can be used for implementing artificial intelligence and other purposes (the “Ophelia Technology”).
- Grant of License. Except as set forth in Section 3, Van Scoyk hereby grants you a royalty-free worldwide license to use, distribute, copy, make derivative works of, display, or otherwise exploit (collectively, to “use”) the Ophelia Technology for any and all purposes, and in any and all mediums now known or hereafter in existence. For avoidance of doubt, this license is limited to the Ophelia Technology Version 1.0. Nothing in this Agreement shall prohibit Van Scoyk from charging a licensing fee or including additional restrictions or requirements for future versions of the Ophelia Technology.
- License Restrictions. You shall not use the Ophelia Technology for the following purposes: hacking, reverse engineering, engaging in illegal activity, or violating the rights of a third party.
- Ownership. Van Scoyk shall retain ownership rights of any patents, copyrights, trademarks, service marks, trade secrets, or any other forms of intellectual property for the Ophelia Technology (collectively, “Intellectual Property”).
- No Partnership. Nothing in this Agreement shall be construed to create an employment relationship, a partnership, or a joint venture between the Parties.
- Representations and Warranties. You represent and warrant the following:
- You are at least 18 years of age;
- You have the authority to enter into this Agreement for yourself or on behalf of your company or organization;
- You assume the risk for anything that the Ophelia Technology may say or produce;
- You will not claim ownership of the Intellectual Property described herein.
- You will comply with any applicable local, state, or federal laws and regulations in connection with the use of the Ophelia Technology.
- Limitation of Liability. IN NO EVENT SHALL VAN SCOYK BE LIABLE TO YOU FOR ANY CLAIMS OR LEGAL ACTIONS ARISING UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS OR LOST BUSINESS, WHETHER FORESEEABLE OR UNFORESEEABLE. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. MOREOVER, VAN SCOYK IS NOT RESPONSIBLE FOR ANYTHING THE OPHELIA TECHNOLOGY MAY SAY OR PRODUCE, INCLUDING ANYTHING THAT MAY BE HARMFUL OR OFFENSIVE. TO THE EXTENT THAT VAN SCOYK IS LIABLE, THE DAMAGES SHALL BE THE LOWER OF THE LICENSING FEE OR FIFTY DOLLARS ($50).
- Disclaimer of Warranties. THE LICENSE AND TECHNOLOGY DESCRIBED HEREIN IS GRANTED ON AN “AS IS” BASIS. VAN SCOYK MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE LICENSE OR TECHNOLOGY (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). YOU DOWNLOAD AND USE THE LICENSE AND TECHNOLOGY AT YOUR OWN RISK. FURTHERMORE, ACTING ON THE ADVICE OF THE OPHELIA TECHNOLOGY ADVICE OR RECOMMENDATION IS NOT ADVISED AND IS DONE AT YOUR OWN RISK.
- Indemnification. You hereby agree to indemnify, defend, and hold harmless Van Scoyk, its successors, assigns, subsidiaries, and affiliates from any third-party claims or legal actions brought against it related to or arising out of this Agreement. Furthermore, you shall be responsible for any related attorney fees and costs. Van Scoyk reserves the right, at its sole discretion, to assume the exclusive defense and control of any such claim or legal action.
- Term and Termination. The Term of this Agreement shall commence once you download and/or copy the Ophelia Technology, and will terminate immediately upon: (1) you violating the terms of this Agreement, and/or (2) Van Scoyk informing you that this Agreement has been terminated.
- Waiver. Any failure on Van Scoyk’s part to enforce a right under this Agreement shall not be construed as a waiver to enforce such a right or another right in the future.
- Governing Law and Arbitration. This Agreement shall be governed and interpreted under the laws of the State of California, without regards to conflicts of law principles. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration in Los Angeles County. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The parties agree to arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.
- Injunctive Relief. The Parties agree that damages alone shall not be a sufficient remedy for a breach of this Agreement. Thus, Van Scoyk may seek injunctive relief, without the need to post a bond, for any alleged breach of this Agreement, including a temporary restraining order, a preliminary injunction, and/or a permanent injunction.
- Severability. If any section or portion of this Agreement is found to be invalid or unenforceable, the remaining sections or portions shall remain in full force and effect.