12 Month commercial license for Infinity Trax

COMMERCIAL LICENSE AGREEMENT

This Commercial License Agreement (the "Agreement") is made and entered into effective [01 June 2024] (the "Effective Date") by and between:

[Luke Clifford trading as Deep Make], with an address of [Flat 5, Julier House, Pera rd, Bath, BA1 5PA, UK] (the "Licensor")

AND

[Hewlett Packard], with an address of [501 Page Mill Rd, Palo alto, California, United States] (the "Licensee")

  1. License Grant Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use Licensor's [Infinity Trax Marble Run] (the "Licensed Product") for the following purposes during the License Term: (a) for Licensee's internal business operations; and (b) for promotional purposes, including but not limited to displaying and demonstrating the Licensed Product at trade shows, exhibitions, and marketing events.
  2. License Restrictions
    Except as expressly permitted by this Agreement, Licensee shall not: (i) copy, modify or distribute the Licensed Product; (ii) reverse engineer, disassemble or decompile the Licensed Product; (iii) rent, lease, or loan the Licensed Product; or (iv) transfer or sublicense its rights under this Agreement.
  3. License Fees In consideration for the rights granted herein, Licensee shall pay Licensor a license fee of [£250] (the "License Fee"). The License Fee shall be paid within thirty (30) days of the Effective Date.
  4. Term and Termination This Agreement shall be effective for a period of twelve (12) months from the Effective Date (the "License Term") unless earlier terminated as provided herein. Either party may terminate this Agreement if the other party breaches any material term and fails to cure such breach within thirty (30) days of receipt of notice. Upon expiration or termination of this Agreement, Licensee shall immediately cease all use of the Licensed Product and return or destroy all copies thereof.
  5. Disclaimer of Warranties THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  6. Limitation of Liability IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE LICENSED PRODUCT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  7. General This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement shall be governed by and construed under the laws of [STATE/COUNTRY]. If any provision is held to be unenforceable, such provision shall be reformed to be enforceable to the maximum extent permitted by law. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.