License / Reseller Agreement
Terms & Conditions
This License / Reseller Agreement (“Agreement”) is made and entered into
by and between
Sundae Schneider-Bean LLC, with its registered domicile in Switzerland (“Licensor”),
[Graduate of the Expat Coach Coalition Program] (“Solution Provider”).
IN WITNESS WHEREOF, the parties have duly executed this Agreement
1. SUBJECT MATTER
The content of this License Agreement is Adapt & Succeed Abroad] (“Licensed Good”) which is under the property right of Sundae Schneider-Bean LLC. On a non-perpetual, terminable, non-exclusive and limited basis, Licensor appoints Solution Provider, and Solution Provider accepts the appointment, as a solution provider of licenses of the Licensed Good to Customers globally. Licensor may, by written notice to Solution Provider provided at least thirty (30) days in advance, modify the Territory to remove any country where Sundae Schneider-Bean LLC has specific reasons to believe that local laws, regulations, treaties, or enforcement policies or practices will not adequately protect Licensor’s ownership and rights in its intellectual property or proprietary property.
During the term of this Agreement, Solution Provider will not:
- directly or indirectly (including by outsourcing or through any person or entity in which Solution Provider has any ownership interest) develop, engage or change my material of the Licensed Goods to create a new and competitive product;
- convert any Customer or assist any Customer in converting from using the Licensed Good in a competitive manner towards the Licensor.
The Solution Provider is permitted by the Licensor to use the Licensed Good in order to sell the Licensed Good. To enable the use of the Licensed Good the Licensor will support the Solution Provider with necessary consulting and training fractions during the program Expat Coach Coalition.
2. LICENSE GRANTS
Licensor grants to Solution Provider a non-perpetual, terminable, non-exclusive, non-transferable or sub-licensable, and limited license during the term of this Agreement to use the Licensed Goods only as follows:
- to provide demonstrations to Customers and prospective Customers, so long as at all times the demonstration copies remain in the control and possession of Solution Provider and on Solution Provider’s system;
- to perform support of the Software for Customers;
Licensor grants to Solution Provider a non-perpetual, terminable, non-exclusive, non-transferable or sub-licensable, and limited license during the term of this Agreement to use the (if applicable) documentation to the Licensed Goods. Licensor grants to Solution Provider a non-perpetual, terminable, non-exclusive, non-transferable or sub-licensable, and limited license to use the Licensed Goods during the term of this Agreement, solely to market and redistribute the Licensed Goods in accordance with this Agreement. Solution Provider shall not register or apply to register any domain name, user name, trademark, trade name, service mark or service name containing any IP Rights of Licensor or any confusingly similar word or mark. The grant of this license to use the Licensed Goods in no way provides Solution Provider any rights in or authorization to use any other trademarks, service marks, trade names, trade dress, domain names or other similar property or rights of the Licensor. Notwithstanding the above, if the Licensor determines that Solution Provider’s use of any Licensed Goods is not in compliance with this Agreement or the aforementioned guidelines or policies or is otherwise improper, Solution Provider agrees to comply promptly with any requests to correct or discontinue such use.
3. NO TRANSFER OF OWNERSHIP
Except for the limited rights granted to Solution Provider in Section 2, all rights, title and interest in and to the Licensed Goods and all intellectual property and proprietary property of Licensor at all times shall remain the property of Licensor. Licensor does not transfer any ownership rights in any Licensed Goods, or any intellectual property or proprietary property, including but not limited to any patents, patent applications, copyrights, copyright applications, design, design law applications, registered or common law trademarks or trademark applications.
4. GOOD STANDING
Solution Provider hereby represents that at the time of acceptance of this Agreement and thereafter he / she is in good standing. In particular, but not limited to, the Solution Provider represents that no harm and / or infringement to any Licensed Goods and / or the trademark of the Licensor shall occur.
5. SOLUTION PROVIDER’S OBLIGATIONS
Solution Provider shall use its commercially reasonable efforts to promote, market and redistribute the Licensed Goods. Solution Provider may redistribute licenses to the Licensed Goods to a Customer only if such Customer has legally entered into a written agreement reflecting the Terms and Conditions of Use for Adapt and Succeed Abroad, provided that to the extent applicable, any click through License Agreement included is legally enforceable as written in the legal jurisdiction of such Customer. The Licensed Goods are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. Solution Provider must not resell licenses to the Licensed Goods to any Customer for use by the Customer in any application or situation where failure or fault of any kind of the Licensed Goods could lead to death or serious bodily injury to any person, or to severe physical or environmental damage.
Solution Provider shall additionally:
- not make any representations or create any warranties, expressed or implied, concerning Licensor and the Licensed Goods;
- take all steps necessary to ensure that its employees, agents and others under its direction abide by the terms and conditions of this Agreement;
- maintain sufficient skill and expertise, qualified staff and financial capacity to carry out and fulfill its duties, obligations, liabilities and responsibilities under this Agreement;
- professionally perform all services for installation, implementation and delivery of the content regarding the Licensed Goods;
- promptly notify the Licensor of any design or defects or omissions in the Licensed Goods of which Solution Provider becomes aware;
- except as otherwise set forth in this Agreement set all prices to be charged by Solution Provider to Customers in connection with the redistribution of the Licensed Goods be provided by Solution Provider in accordance with this Agreement.
6. PURCHASE ORDERS; PRICES; AND PAYMENT TERMS
Solution Provider shall order and buy the Licensed Goods via the website pursuant to the terms of this Agreement. Each such order shall be subject to acceptance or rejection by Licensor. Solution Provider shall pay to Licensor License Fees for the purchase of licenses of the Licensed Goods redistributed by Solution Provider to Customers in an amount equal to a split of 60 % / 40% of the entire License Fees (including costs) whereas the Solution Provider is entitled to an amount equal to 60% (the “Retail Software License Price”). The Licensor shall receive 40 % of the License Fees. The prices are subject to 7.7% VAT and are non-refundable. The payments are due and payable by the Solution Provider upon acceptance of the order (see para. Above). Licensor reserves the right to revise, modify or change the fees by posting the new fees on Licensor’s web portal (currently: https://sundaebean.com/shop); and the new fees shall become effective for all purposes under this Agreement thirty (30) days after the date posted. In the event any such change affects an existing written price quote issued by Solution Provider prior to the new fees taking effect, Licensor agrees to inform the Solution Provider. The prices and payment obligations under or related to this Agreement are exclusive of any foreign, federal, state, municipal or other governmental taxes, duties, excise taxes or tariffs now or hereafter imposed on the production, storage, sale, transportation, import, export, licensing or use of the Licensed Goods or on the sale or provision of secondary support or other services. Solution Provider shall pay all such charges and taxes.
7. NO WARRANTIES
Licensor makes no warranties or representations regarding the Licensed Goods or any media. Licensor disclaims and exclude any and all other warranties.
8. LIMITED LIABILITY
Licensor is merely liable in case of intent and gross negligence. Further liability of Licensor is excluded.
9. GOVERNING LAW / JURISDICTION
This Agreement shall be governed and interpreted in accordance with the substantive laws of Switzerland (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended). The place of jurisdiction shall be at the seat of Sundae Schneider-Bean LLC.