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License Agreement Terms
- Project Owner ("Licensor") has the exclusive right to grant licenses with respect to the Products;
- Purchaser of License ("Licensee") has requested the Licensor grant a license with respect to the selected Towns and the Licensor is prepared to do so;
- "Products" means the List of Goods or Services Licensed as specified on the Licensor’s SoKap store page;
- "Towns" means those towns selected by the Licensee in the process of completing the license selection and payment process on the SoKap website;
- Licensor hereby grants to the Licensee the license, right, privilege and authority to use and exploit the Products within the Town(s);
- The Licensee shall have the exclusive rights with respect to marketing the Products in the Town(s);
- Licensor represents and warrants that Licensor has not granted any license or right to the Products within all or any part of the Town(s) to any other person;
- Licensor represents and warrants the Products do not, to the best of the Licensor's knowledge and belief, infringe any copyright, intellectual, patent or proprietary rights owned by any other person in the world;
- The Licensee agrees to pay the License Fee as indicated in the license selection and payment process on the SoKap website;
- The Licensor agrees to pay to the Licensee commissions on the sale of digital goods, non-digital goods and all other goods sold through and tracked by Sokap. The commission percentages are indicated in the “Town Licenses” section of the “Overview” page of each Project.
- The License shall be cancelled immediately in the event the Licensee's payment is returned for any reason. In the event the Licensee's payment is returned, without notice to the Licensee, SoKap, with the consent of the Licensor, shall immediately make the Town(s) included in the cancelled license available for sale on the SoKap website on a first-come basis;
- The Licensee shall comply with all applicable statures, laws, ordinances, regulations, rules or order of any governmental or other authority within the Town(s) regarding the sale of the Product(s);
- The Licensee acquires no right, title or interest in the Products and any and all goodwill associated with the Products shall enure exclusively to the benefit of the Licensor. Upon the expiration or termination of the License, no monitory amount shall be assigned as attributable to any goodwill associated with the Licensee's use of the Product(s);
- The Licensee shall not use any of the Product name(s) or SoKap's name or trademarks as part of the name of the Licensee's corporate or other legal name, or as part of the corporate of other legal name of any person or entity in which the Licensee has a direct or indirect interest;
- The initial term of this Agreement and the license herein granted shall be for a period commencing on the date indicated in the “Our License Terms” section of the “Buy a Town” page of each Project and terminating the number of days later as indicated in the “Town Licenses” section of the “Overview” page of each Project.
- The Licensee shall not permit any act, at any time either during or after the term of the License, which would result in infringement of impairment of the value of the Products or otherwise endanger or place in jeopardy the rights of the Licensor in the Products;
- The License is exclusive to the Licensee and the Licensee may not sell, transfer, assign, sub-license or otherwise dispose of the rights granted hereunder to any other person;
- Nothing herein contained shall create, or shall be construed as creating, a partnership of any kind or as imposing upon any party or partnership duty, obligation or liability to any other party. Nothing in this Agreement shall constitute, or be considered or interpreted as constituting, any part the agent or representative of any other party and no party shall hold itself out as an agent for any other party;
- SoKap has no right, title or interest in the Product(s) or the License of the Product(s);
- SoKap shall be held harmless by the Licensor in the event of infringement of any third-party rights;
- This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada and the parties hereby submit to the jurisdiction of the Courts of the Province of British Columbia and Canada for any purpose arising out of or in connection with this Agreement;
- If any of the provisions of this Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provisions or part thereof had not been a part hereof so that such invalidity shall not affect the validity of the remainder which shall be construed as if this Agreement had been executed without the invalid portion and, it is hereby declared to be the intention of the parties that this Agreement would be been executed without reference to any portion which may, for any reason, hereafter be declared or held invalid.
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