- License. Subject to Adopter’s compliance with this Agreement, Quixey, Inc. (“Licensor”) grants to Adopter a royalty-free, non-exclusive, personal, non-transferable license to use the documentation identified as #2013080201 and available at www.appurl.org (“AppURL Protocol”) during the term of this Agreement, solely for the purpose of Adopter implementing the AppURL Protocol into the Adopter’s mobile applications. All rights not expressly granted herein are reserved by Licensor.
- Term. This Agreement shall be effective from the day that Adopter downloads the AppURL Protocol until it is terminated as set forth below.
- Termination. (a) Adopter may terminate this Agreement upon notice to Licensor, which notice shall be sent to the following address: firstname.lastname@example.org. (b) Licensor may immediately terminate this Agreement in case of breach by Adopter of this Agreement. In addition, if Adopter institutes litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the AppURL Protocol infringes its intellectual property rights or the intellectual property rights of a third party, this Agreement shall automatically terminate.
- Modifications. To the extent Adopter modifies the AppURL Protocol, Adopter shall promptly provide such modifications to Licensor. Licensor may in its discretion incorporate such modifications into the AppURL Protocol. Adopter hereby grants to Licensor a non-exclusive, worldwide, irrevocable, perpetual, royalty-free, transferable and sublicensable license, including under any patents filed by Adopter, to use such modifications in connection with the AppURL Protocol or modified versions thereof.
- Warranty. ADOPTER ACKNOWLEDGES THAT THE APPURL PROTOCOL AND ALL INFORMATION AVAILABLE ON THE APPURL WEBSITE ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE.
- Miscellaneous. Nothing in this Agreement shall be deemed to establish a relationship of principal and agent between the parties nor any of their agents or employees for any purpose whatsoever. Adopter may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Licensor. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement shall be construed and governed in accordance with the laws of the State of California. This Agreement embodies the entire understanding between the parties relating to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.