Publishing & Licensing Agreement
This Publishing & Licensing Agreement (the “Agreement”) is made effective from the date of acceptance of the Terms and Conditions of this Agreement by the Client / Licensee.
BY AND BETWEEN
|Blaze Goldburst Technologies (Opc) Private Limited. “Licensor” / “Seller”||“Licensee” / “Client”|
Collectively known as the “Parties”
WHEREAS, Licensor is involved in the business of production, designing and selling of products, services and technologies and is the lawful owner of “Blaze Goldburst Technologies (Opc) Private Limited” and all the Assets held by it.
WHEREAS, the Licensee / Client is desirous of obtaining the license for products, services and technologies offered by the Licensor so that such can be used by the client according to the Terms and Conditions of this Agreement.
NOW, THEREFORE, in consideration of the facts recited above, and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of the state of Cuttack, Odisha, India, the parties agree as follows:
As used in this Agreement, the following terms shall have the meanings set forth or referenced below:
1.1 “Agreement” means this Agreement and all Exhibits and Schedules hereto, as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof with mutual consent of both the parties to the Agreement.
1.2 “Assets” means and includes any product, design, component, material delivered by the Licensor to the Licensee under this Agreement and its use by the Licensor to use without commercial rights or to sell with commercial rights of such final products as stipulated under the terms of this Agreement.
1.3“Confidential Information” means any and all information regarding the business, finances, operations, products, patent designs, services, technology, procedures, materials, components and customers of the Person specified and its Affiliates, in written or oral form or in any other medium.
1.4 “Consents” means all consents and approvals of Governmental Authorities or other third parties necessary to authorize, approve or permit the parties hereto to consummate the Transactions of the Agreement and includes the authorization by the Parties.
1.5 ““Copyright claim”/ “Intellectual Property Claim” shall mean any copyright/intellectual property claim by the Licensor made regarding the products, services and/or technologies delivered to the Client. It also includes the copyright claim to theeBook Covers, Paperback, Audiobook, Hardcovers, Video Content, Book Trailers, Book Explainer Videos, Video Author Interviews, Audiobook Production and Distribution or any other known or yet to be discovered sources or technologies through our and other platforms that exist and would come into existence.
1.6 “Exclusive rights” shall mean and include exclusive rights of ownership of the deliveries, selling and reselling of such deliveries, unlimited broadcasting and streaming rights, exclusive rights to any artwork, licensing rights, publishing rights and for the purpose of this agreement exclusive rights come with the terms and conditions hereinafter contained in this Agreement.
1.7 “Governmental Authority” means a Federal, state or local court, legislature, governmental agency commission or regulatory or administrative authority or instrumentality.
1.8 “Law” means applicable law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, requirement or procedure enacted, adopted, promulgated, applied, or followed by any Governmental Authority.
1.9 “License” means a license, permit, licensure, certificate of authority, waiver, approval, certificate of usage under the stipulated terms, between the parties of the Agreement to fabricate, sell and purchase on Exclusive terms as mentioned in the Agreement.
1.10 “Licensee” means a person or a client who is involved with the Publisher / Licensor / Owner in the business of buying products, services and/or technologies and not limited to the services provided herein this Agreement, for the purpose of using such products, services and/or technologies, for self or for business purpose contingent to this Agreement
1.11 “Licensor” means owner of the products, services and/or technologies provided under this Agreement for the purpose of giving licensure to clients / licensees, for using such products, services and/or technologies by Licensee either for self-use or for economic/business purpose.
1.12 “Liens and Encumbrances” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, pledge, easement, conditional sale or other title retention agreement, defect in title, covenant, right of first refusal or right of others therein, incursion or encumbrance of any nature whatsoever in respect of such asset, other than liens created by this Agreement or by Purchaser.
1.13 “Person” means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, Governmental Authority, cooperative, association, individual or other entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such person as the context may require.
1.14 “Territory” means the World and Universe.
1.15“Term” means the term of this Agreement
1.16 “Transactions” means the transactions contemplated by this Agreement
- License grant
2.1 License Grant.
The Licensor hereby grants to the Licensee a License to products, services and/or technologies, as required by the Client at the time of the order of such products, services and/or technologies thereby so obtained from the Licensor. The Licensor shall deliver to the Licensee the licensure to use the products, services and/or technologies with conditions as described in this section. The licensee shall hold the license to enjoy the rights and perform the duties as described in the Agreement.
2,2 License Subject Matter
The License to use the products, services and/or technologies after purchase from the Licensor is limited to self-use. However, with prior purchase of the associated rights, the Licensee becomes eligible to use the products, services and/or technologies for economic purposes.
Provided that for any such usage and purpose express permission has been granted by the Licensor to the client at the time of the purchase of such products, services and/or technologies.
Provided that where no such express permission is granted to the client, the Licensee shall not use the products, services and/or technologies for economic purposes/business purpose.
2.2 License Property
1. The Licensee shall after purchase of the products, services or technologies give credits to the Licensor/ Owner on every platform where such products, services or technologies are used / displayed / produced / published. All publications made shall incorporate the credits to the Licensor.
Provided that for commercial use / economic use separate rights of such usage shall be bought along the product, service or technology.
Provided for lifetime commercial rights, separate rights of such usage shall be bought along the product, service or technology.
2. Over all products, services and technologies Blaze Goldburst Technologies (Opc) Private Limited shall have the Exclusive Rights and Ownership
Provided that when such rights are purchased by the client by separate payment of the same rights then such rights regarding the purchased product, service and/or technology shall stand transferred
3. The Licensee shall use the license as per obtained rights during the purchase of the same from the Licensor. Any such terms and conditions imposed by the Licensor shall be strictly complied after the purchase.
Provided that if any such terms and conditions imposed by the Licensor if not followed in its essence shall immediately revoke the License so obtained either for the self-use or for commercial / economic use and the Licensee shall be liable for costs that follow.
Provided that where breach of License Rights occurs copyright claim /intellectual property claim as defined in 1.5 subclause of 1. Definitions shall be initiated in the manner and mode as described under this agreement.
The Licensee shall not sublicense the licensure in any case except with the prior written approval of the Licensor by purchasing the same Licensure for further usage. The license is an Exclusive Use only for the Licensor, the employees of the Licensor, Agents or Representatives of the Licensor. The license is non-transferable and cannot be sublicensed to third parties.
- Intellectual Property rights
The Licensor shall hold the ownership all the Intellectual Property Rights with respect to the Assets and Products delivered under the License to the Licensee.
4.1 The Licensee acknowledges and agrees that neither Licensor nor the board members, officers, employees, agents, representatives will be liable for any loss or damage arising out of or resulting from Licensor’s provision of the Assets under this Agreement, or any use of the Assets by the Licensee or its employees, therefore the Licensee releases Licensor from any such liability, loss or damage.
4.2 This clause will survive termination of this Agreement.
The Licensee shall not assign any rights to any third party relating to the license under this Agreement without prior written consent of the Licensor and purchase of the same rights from the Licensor.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all shall be deemed to constitute as one instrument.
- Licensee’s obligations
The Licensee shall at all times abide by the following obligations as under:
7.1 The Licensee shall only use the products delivered under this license up to the limit as imposed by the purchase order.
7.2 The Licensee shall not after purchase from the Licensor design around the products, services and/or technologies or to infringe the copyrights of the Licensor and act in good faith to use the License.
7.3 The Licensee after purchase of products, services and /or technologies will not design around or copy the same in any manner or format.
7.4 The Licensee shall purchase the agreed order value in the amount agreed upon mutually by the parties.
7.5 The Licensee shall not sublet or sublicense any product for further usage by any third party.
7.6 The Licensee shall always protect the intellectual property rights of the Licensor, including and not limited to patent rights, publishing rights, copyrights or any other Intellectual Property rights associated with the purchase.
7.7 The Licensee shall ensure that the products, services or technologies obtained as a result of this agreement are not copied or changed at all times during this Agreement in compliance with the proviso contained in it.
- AMENDMENTS AND WAIVERS
Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (in the case of an amendment) by Licensor or Licensee or (in the case of a waiver) by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
9.1 The terms of this License Agreement will be deemed CONFIDENTIAL INFORMATION of each party. Either party may disclose the terms of this LICENSE AGREEMENT: (i) if, in the opinion of its counsel, such disclosure is required by law, provided that such party will seek appropriate confidentiality of those portions of the LICENSE AGREEMENT for which confidential treatment or a protective order is typically permitted by the relevant governmental authority; or (ii) as necessary in connection with any financing, merger, strategic partnership, or other similar transaction, subject to the execution of confidentiality agreement with the THIRD PARTY.
9.2 Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information.
9.3 This clause will survive termination of this Agreement.
Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.
- GOVERNING LAW AND DISPUTE RESOLUTION
In, case of any disputes, The Arbitration proceedings shall take place in Cuttack, Odisha, India (“City & Country”) shall be governed by the arbitration laws or arbitration rules of the relevant jurisdiction. The award passed by the Arbitrators shall be final and the courts of Cuttack, Odisha, India (“City & Country”) shall have exclusive jurisdiction. The Arbitration shall be conducted in English Language or any other language as per the convenience of the parties.
- TERMINATION OF LICENSURE
12.1 This Agreement and the License granted herein commences upon the Purchase Date and is granted for the Term, unless otherwise terminated by Licensor in the event of any of the following:
a. if the Licensee is in breach of any term of this License Agreement and has not corrected such breach to Licensor’s reasonable satisfaction within 7 days of Licensor’s notice of the same;
b. if the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or
c. the Licensee is in breach of clause 5 or 7 of this Agreement.
12.2 Termination under this clause shall not affect any other rights or remedies Licensor may have.
All notices required under this Agreement shall be in writing and shall be deemed given:
- when delivered personally;
- (ii) five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; or
- (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid. All notices given by either Party must be sent to the address of the other as first written above (unless otherwise changed by written notice)
The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.
- ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitments, or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.
IN WITNESS WHEREOF, this Agreement, including the attached Schedule, was signed by the Parties under the hands of their duly authorized representatives and made effective as of the Purchase Date
Accepting the order means accepting the agreement as per order.