This License Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between [COMPANY_NAME], a [STATE] corporation with its principal place of business at [COMPANY_ADDRESS] ("Licensor"), and [CLIENT_NAME], with its principal place of business at [CLIENT_ADDRESS] ("Licensee"). Licensor and Licensee are collectively referred to as the "Parties" and individually as a "Party."
1.1 "Licensed Materials": Refers to the proprietary WordPress themes, plugins, code snippets, templates, documentation, and any related materials provided by Licensor to Licensee under this Agreement.
1.2 "Marketplace": Refers to the WP Experts Marketplace operated by Licensor at [WEBSITE_URL].
1.3 "Territory": Refers to the geographic area where the Licensee is authorized to use the Licensed Materials, as specified in Section 2.2.
1.4 "End Users": Refers to the Licensee's customers who utilize the Licensed Materials as part of the Licensee's services.
1.5 "Fees": Refers to the license fees, royalties, or other payments specified in Section 5.
2.1 Scope: Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, revocable license to use the Licensed Materials solely for the purpose of providing WordPress-related services to End Users via the Marketplace.
2.2 Territory: The license is granted for use worldwide, unless otherwise restricted by applicable law or specified in a written addendum.
2.3 Exclusivity: This license is non-exclusive. Licensor reserves the right to license the Licensed Materials to other parties, including competitors of Licensee.
2.4 Sublicensing: Licensee may not sublicense the Licensed Materials without prior written consent from Licensor.
3.1 Licensee shall not:
- Modify, reverse engineer, decompile, or disassemble the Licensed Materials, except as expressly permitted by law.
- Use the Licensed Materials for any purpose other than as expressly authorized under this Agreement.
- Remove, alter, or obscure any proprietary notices or labels on the Licensed Materials.
- Distribute the Licensed Materials outside the Marketplace or to unauthorized third parties.
3.2 Licensee agrees to comply with all applicable laws and regulations in its use of the Licensed Materials.
4.1 License Fees: Licensee shall pay Licensor a monthly license fee of [AMOUNT] USD, due on the first day of each calendar month.
4.2 Royalties: Licensee shall pay Licensor a royalty of [PERCENTAGE]% of gross revenue generated from End Users utilizing the Licensed Materials, payable quarterly.
4.3 Late Payments: Any payment not received within 15 days of the due date shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
5.1 All payments shall be made in USD via [PAYMENT_METHOD] to the account specified by Licensor.
5.2 Licensee shall provide Licensor with a detailed revenue report for the preceding period along with each royalty payment.
5.3 Licensor reserves the right to audit Licensee's financial records as specified in Section 13.
6.1 All rights, title, and interest in and to the Licensed Materials, including any modifications or derivative works, are and shall remain the sole property of Licensor.
6.2 Licensee shall promptly notify Licensor of any unauthorized use or infringement of the Licensed Materials and cooperate fully in any enforcement actions.
7.1 Licensee shall ensure that all services provided using the Licensed Materials meet or exceed the quality standards set forth by Licensor, as communicated in writing.
7.2 Licensor reserves the right to review and approve the use of the Licensed Materials in Licensee's services to ensure compliance with this Agreement.
8.1 Licensor represents and warrants that it has the right to grant the license set forth in this Agreement.
8.2 Licensee represents and warrants that it will use the Licensed Materials in compliance with all applicable laws and regulations.
8.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSED MATERIALS ARE PROVIDED "AS IS," AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.1 Licensee shall indemnify, defend, and hold harmless Licensor from and against any claims, damages, or liabilities arising out of Licensee's use of the Licensed Materials.
9.2 Licensor shall indemnify, defend, and hold harmless Licensee from and against any claims that the Licensed Materials infringe upon the intellectual property rights of a third party.
10.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
10.2 LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE IN THE 12 MONTHS PRECEDING THE CLAIM.
11.1 This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year, unless terminated earlier as provided herein.
11.2 The Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least 30 days prior to the expiration of the then-current term.
12.1 Termination for Cause: Either Party may terminate this Agreement upon 30 days' written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period.
12.2 Termination for Convenience: Licensor may terminate this Agreement for convenience upon 60 days' written notice to Licensee.
12.3 Effects of Termination: Upon termination, Licensee shall immediately cease all use of the Licensed Materials and return or destroy all copies in its possession.
13.1 Licensor shall have the right to audit Licensee's financial records and systems to verify compliance with the payment terms of this Agreement. Such audits shall occur no more than once per year and upon at least 15 days' written notice.
13.2 If an audit reveals underpayment of Fees or Royalties, Licensee shall promptly pay the amount due along with interest as specified in Section 4.3.
14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles.
14.2 Any disputes arising under this Agreement shall be resolved through binding arbitration conducted in [CITY, STATE] in accordance with the rules of the American Arbitration Association.
15.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.
15.2 Amendments: This Agreement may only be amended in writing signed by both Parties.
15.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.4 Notices: All notices under this Agreement shall be in writing and delivered to the addresses specified above.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[COMPANY_NAME]
By: ____
Name: [REPRESENTATIVENAME]
Title: [REPRESENTATIVE_TITLE]
[CLIENT_NAME]
By: ____
Name: [REPRESENTATIVENAME]
Title: [REPRESENTATIVE_TITLE]
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