THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) is by and between NAÏVE Software Inc., a corporation registered under the jurisdiction of the State of Delaware, having its registered address at 111 Pier Avenue, Suite 100, Hermosa Beach, California 90254,(“Naïve”), and you, the individual or entity who uses the Software (as defined below) (“Licensee”). Naive and Licensee may be hereinafter referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, Naive is a company that, among other things, develops, operates and licenses a technology that enables its users to sort, mark-up and edit raw video materials;
WHEREAS, Licensee wishes to use the technology of Naïve for its purposes;
WHEREAS, the Parties wish this Agreement (including the appendices, schedules and exhibits hereto) to govern their relationship regarding the foregoing.
NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual promises contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:
1.1. In this Agreement, capitalized terms shall have the following meanings:
Affiliate means, with respect to either Party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly owns, is owned by or is under common ownership with such Party, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such Party. For purposes of this definition, ownership shall mean the ownership of, and/or the right to vote, securities representing at least 50% of the voting power of the relevant entity on matters submitted to the equity holders of such entity generally.
Fees means the fees and other amounts payable under this Agreement.
Intellectual Property Rights mean exclusive rights, including patents on inventions, utility models, designs; exclusive rights in trademarks and trade dress; rights in designs, trade, business or domain names, (whether registered or not); rights in original works of authorship, including copyrights and relating (neighbouring) rights; exclusive rights in know-how, trade secrets or other intellectual property or other similar rights existing anywhere in the world now or in the future and additions, modifications, improvements or applications to or for the foregoing.
Installation Date means the date when the License has installed the Software onto its personal computer.
License means the limited non-exclusive right to use the Software to be granted to Licensee by Naive under this Agreement.
Licensee Brand Features means the “Licensee” brand in its various, and its respective logos, branding and any other trademarks, trade names, service marks, service names and logos anywhere in the world, whether registered or not, and proprietary to Licensee and its Affiliates.
Licensee Materials mean all manuals and other materials as may be provided and/or delivered by Licensee to Naive as more fully specified in the Agreement or any appendices or annexes hereto, the Licensee video materials, Licensee Brand Features, and/or other proprietary materials provided by Licensee to Naive, including, any improvements to any of the foregoing and all related Intellectual Property Rights that are or may be created or developed by itself or its Affiliates, with or without the involvement or participation of the other Party.
Licensing Fee means every fee that Licensee shall pay to Naive for granting the License under the Agreement.
Naive Brand Features shall mean the “NAIVE” brand in its various forms, and its respective logos, branding and any other trademarks, trade names, service marks, service names and logos anywhere in the world, whether registered or not, and proprietary to Naive and its Affiliates.
Naive Documentation means all manuals and other technical materials as may be delivered by Naive to Licensee from time to time at Naive’s sole discretion, in any medium, relating to the details of using the Software.
Naive Materials mean the Software, Naive Documentation and/or Naive Brand Features, including any improvements to any of the foregoing and all related Intellectual Property Rights that are or may be created or developed by itself or its Affiliates, with or without the involvement or participation of the other Party.
Software means the “NAÏVE Lite” software owned by Naive that facilitates the technology of sorting and marking-up raw video materials.
Term means the term during which this Agreement is in effect which is determined in Section 8.1 hereof.