General Contract


 

 

LICENSE AGREEMENT

 

RagingBull.com, LLC, a Delaware limited liability company (“RagingBull.com”), provides the website known as PetraPicks.com (“the Site”).  This License Agreement (the “Agreement”) is by and between RagingBull.com and you as a user of the Site (“User”) and is effective as of the date of your signature on this Agreement (the “Effective Date”).  RagingBull.com and the User may be referred to individually as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, the Site is publishing the Newsletter (as defined below);

WHEREAS, the User wishes to be granted a license to access the Newsletter; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, on the basis of the representations, warranties, and covenants contained in this Agreement, agree, subject to the terms and conditions contained herein, as follows:

  1. Definitions.  For the purposes of this Agreement:

1.1       “Newsletter(s)” shall mean any electronic and/or digital delivery system that makes available the Site’s information to subscribers via any medium of the Site’s choosing.  Specifically, “Newsletters” shall initially mean [name of newsletter and newsletter related products].

1.2       “User(s)” shall mean subscribers who sign up for and elect to receive such information as is provided in the Newsletter for the defined period of time and at the fee established in this Agreement.

 

  1. Grant of License.  The Site hereby grants to the User for use and access a nonexclusive, nontransferable, nonsublicensable license to access, use, and display the Newsletter and all of its content as the same may be updated during the term of this Agreement (the “License”).  User acknowledges that this Agreement does NOT convey rights to redistribute the source code, or any portion thereof, of the Newsletter to any third party without: (i) the prior written consent of the Site, which consent may be withheld in the Site’s sole discretion; and (ii) such third party entering into an agreement similar to this Agreement, if any, as provided by the Site.

 

  1. Restrictions.  The License does not permit the User or any other third party to (i) modify, alter, change, reverse engineer, reverse assemble, decompile, or otherwise attempt to derive the source code (or underlying structure or algorithms) from the Site or decode or decrypt any data files created by or associated with the Newsletter; (ii) demonstrate, copy, sell or market the Newsletter to any third party; (iii) publish or otherwise disclose information relating to performance of the Newsletter or produced using the Newsletter to any third party; (iv) disclose, sell, assign, sub-license, or otherwise transfer the License, in whole or in part; or (v) use the Newsletter for any other purpose other than as set forth and in accordance with the terms herein, unless User obtains the prior written approval of the Site.

 

  1. Term.

 

4.1       The term of the License is one calendar year from the Effective Date (the “Term”).

4.2       Neither this Agreement nor the License may be terminated even if the User no longer accesses or has access to the Site.

4.3       The License will not automatically renew.

 

  1. License Fee.  The fee for the License is no more than $10,000 and is payable in advance of access to the Site (the “License Fee”).  The License Fee is not refundable for any reason.  The User acknowledges that the User is being given access to our proprietary information and techniques and once the User has been granted access, we cannot issue refunds.

 

  1. Title to Newsletter.  User agrees that the Site retains all rights, title and interest in and to the Newsletter, including any updates, alterations, modifications, enhancements, changes and/or improvements thereof (collectively, “Proprietary Information”), at all times during the Term of this Agreement.  User acknowledges that the License does not constitute a transfer or sale of the Site’s ownership rights in and to the Newsletter (or any modifications thereto).

 

  1. Warranties of the Site.  The Site represents and warrants that the Site shall perform in conformance with this Agreement and the Site’s performance under this Agreement does not and will not violate any applicable law, rule, or regulation or any contracts with third parties.  EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED ABOVE OR OTHERWISE EXPRESSED IN THIS AGREEMENT, THE SITE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ACCURACY OF DOCUMENTS AND INFORMATION AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  EXCLUDING A BREACH OF CONFIDENTIALITY OR A PARTY’S INDEMNIFICATION OBLIGATIONS, BOTH PARTIES DISCLAIM ALL CONSEQUENTIAL DAMAGES.  The User acknowledges that access to the Newsletter could be unavailable at certain times due to technical difficulties or acts of nature.  User will not be entitled to any refund of the License Fee nor any extension of the Term for any such temporary outages.  

 

  1. Indemnification.  Each Party shall indemnify the other Party, its successors and assigns and its officers, trustees, members, employees, subcontractors, consultants, representatives and agents, from and against any and all losses, damages, causes of action, claims, penalties, interest, additional taxes, demands and expenses, including reasonable legal and attorneys fees and expenses, of any kind or nature arising out or on account of, or resulting from (i) directly or indirectly to any third party who may in any manner be injured or damaged by any grossly negligent act or omission in the provision of the Newsletter hereunder or (ii) any claim or allegation by a third party that a Party’s intellectual property or the Site or Newsletter, or the other Party’s use of such Party’s intellectual property or the Site or Newsletter in accordance with the terms of this Agreement, infringes upon or misappropriates the intellectual property rights or other rights of such third party.

 

  1. General

9.1       Governing Law; Exclusive Jurisdiction.  This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California, without regard to its provisions of conflict of laws.  Each party hereby consents to the personal jurisdiction of the State of California, acknowledges that venue is proper in any state or Federal court in the County of Orange, State of California, agrees that any action arising out of or related to this Agreement must be brought exclusively in a state or Federal court in the County of Orange, State of California, and waives any objection it has or may have in the future with respect to any of the foregoing.

9.2       Notices.  Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other Party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by electronic mail (with receipt confirmed) to the addresses of the Parties as follows:

  1. To: “Site” at 835 E. Lamar Blvd. #263 Arlington, TX  76011
    Email: support@petrapicks.com
  2. To: “User” at the contact information on the signature page hereof

 

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid.  If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient.  If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal.  If notice is given by electronic mail transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.  

 

9.3       Entire Agreement; Amendment.  This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior written or oral proposals, understandings, agreements and representations, all of which are merged herein.  No amendment or modification of this Agreement shall be effective unless it is in writing and executed by the Parties.

9.4       Severability.  If any provision of this Agreement is determined to be unenforceable, such provisions shall be ineffective only to the extent unenforceable and the remainder of such provision and all other provisions of this Agreement shall remain in full force and effect.

9.5       Limitations of Liability.  UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

9.6       Waiver.  No provision of or right under this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, its agents or employees, except by an instrument in writing signed by an authorized officer of the party to be charged.  No waiver of a breach of, or default under, this Agreement shall be effective as to any other breach or default of this Agreement, whether of the same or similar nature, and whether occurring before or after the date of such waiver.  

9.7       Interpretation.  The Parties hereto acknowledge and agree that (i) each party and its representatives has reviewed and negotiated the terms and provisions of this Agreement; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to each party hereto and not in favor of or against either party regardless of which party was purportedly responsible for the preparation of any aspect of this Agreement.

9.8       Counterparts; Facsimiles.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Facsimiles shall be deemed to be originals.

9.9       Attorneys’ Fees.  In the event any party hereto shall commence legal proceedings against the other to enforce the terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition of this Agreement, the prevailing party in any such proceeding shall be entitled to recover from the losing party its costs of suit, including reasonable attorneys’ fees, as may be fixed by the court.

9.10     Survival.  The provisions set forth in Section 6, Section 7, Section 8, and this Section 9 shall survive the termination of this Agreement.

9.11     Disclaimers Incorporated by Reference.  All disclaimers now appearing or which may in the future appear on the Site are incorporated herein by this reference.

 

RagingBull.com, LLC

Signature:

Title: Mentor

Leave this empty:

Signature Certificate
Document name: General Contract
Unique Document ID: 84df47ac80cd96d056d99593142922dbabf02096
Timestamp Audit
2017-05-11 13:09:04 EDTGeneral Contract Uploaded by Raging Bull - 90n9nb@parsey.com IP 97.107.178.28