JobHireHub Partnership License Agreement
THIS AGREEMENT is made between JobHireHub Inc., a Delaware Company ("Licensor"),
of Sammamish, Washington, USA and [insert name of the receiving party] ("Licensee"), of
[insert address] ("Licensee").
WHEREAS:
(A) This Agreement is a license agreement and not an agreement for the sale of software or
services.
(B) This Agreement gives the Licensee limited rights to use the Software and Related
Materials described below and imposes upon Licensee certain obligations to protect the
Software and Related Materials from unauthorized use, reproduction, distribution and/or
publication.
(C) The licensor offers an online white-label software solution for staffing agencies by giving
turnkey tech stack in exchange for a profit split for business performed by their
independent contractors.
NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter
contained and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. Definitions. In this Agreement the following words and phrases shall have the following
respective meanings, unless the context otherwise requires:
(a) "Confidential Information" means proprietary material or information belonging
to Licensor, or to any third party to which Licensor owes a duty to maintain
confidentiality, directly or indirectly placed by Licensor, or by third parties to
which Licensor is related, into the possession of Licensee which material or
information is not generally available to or used by others (except other persons
whom Licensor has granted licenses of the Software and Related Materials or part
thereof) or the utility or value of which is not generally known or recognized as
standard practice, whether or not the underlying details are in the public domain,
and includes, without limitation, all business information, computer software and
computer technology, whether patentable or not, which is acquired by or on
behalf of Licensee from time to time and which, owing to the relationship
between Licensor and Licensee, may become known to Licensee.
(b) "Copyrights" shall refer to those copyrights or copyright registrations for the
Software or the Software and Related Materials and shall include future
copyrights belonging to Licensor or any third party related to Licensor for
improvements and modifications thereof and applications by Licensor for
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registration of copyrights for improvements and modifications thereof;
(c) "Enhancements" means changes and/or improvements to the Software, whether
arising out of the particular Software configuration for the specific use of
Licensee or otherwise;
(d) "Errors" means, with regard to the Software, incorrect source code or object code
or anything not in agreement with published Specifications or requested
modifications;
(e) "KnowHow" includes all technology, source code, object code, local area
network manager code, technical information, procedures, processes, trade
secrets, methods, practices, techniques, information, logic/flow charts, sketches,
drawings, Specifications, application and modification manuals and data relating
to the design, manufacture, production, inspection, and testing of the Software,
which are from time to time in Licensor’s possession;
(f) "Manuals" means the the technical manuals, user manuals and other similar
documentation;
(g) "Modifications" means Enhancements and/or correction of Errors, and
Modifications shall be deemed to have been accepted by Licensee upon the lapse
of sixty (60) days following continued use of the software, unless Licensee
notifies Licensor in writing prior to the lapse of such period that the Modifications
in question do not conform to Specifications;
(h) "Related Materials" means all user documentation and training documentation
for the Software supplied by Licensor to Licensee, and includes the Manuals;
(i) "Software", which includes the Know-How and, unless otherwise hereinafter set
out to the contrary, any Modifications, is described on Schedule "A" herein; and
(j) "Specifications" means the functional performance parameters of the Software.
2. Grant of License and Reservation of Ownership. Licensor hereby grants to Licensee a
commercial, non-exclusive, non-transferable license to use the Software and Related
Materials at the site referred to in Schedule A hereto and otherwise pursuant to the terms
of this Agreement. Licensor retains title and exclusive ownership of the Software and
Related Materials licensed hereby. Licensee agrees to use its best efforts to protect the
Software and Related Materials from unauthorized use. The License shall remain active
and valid provided that the Licensee maintains a minimum quota of 100 yearly
transactions via the Software.
3. License Fee and profit sharing. In consideration for the granting of the license of the
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Software and Related Materials to Licensee, the Licensee hereby agrees to pay to
Licensor a one-time license fee in the amount of $[insert amount]. In addition to the
license fee, the parties acknowledge and agree that the Licensor shall be entitled to 5% of
all revenue generated from service provider transactions performed on the Partner’s
specific web hub portal and all token fees generated on the platform. Licensee shall be
entitled to [insert %] of all revenue generated from service provider payout transactions
performed on the Partner’s specific web hub portal.
4. Copyrights.
(a) The Software and Related Materials are owned by Licensor and are protected by
U.S. copyright laws and applicable international treaties and/or conventions.
Without limiting the prohibition on assignment contained elsewhere in this
Agreement, Licensee acknowledges that its rights to use the Software and Related
Materials are intended for the Licensee in its ordinary course of business.
(b) As to any Software and Related Materials which are or in the opinion of Licensor
may become subject to a claim of infringement, Licensor, at its option, will obtain
the right for Licensee to continue using the Software and Related Materials so as
to make it non-infringing. If none of the aforementioned alternatives are available
on commercially reasonable terms, then Licensee agrees to cease from further use
of the Software and Related Materials upon Licensor’s written request and
Licensor shall, upon return, refund to Licensee all license fees paid by Licensee to
Licensor, and Licensor shall have no other or further liability to Licensee.
Licensee acknowledges that the remedies set out in paragraph 11 hereof constitute
the sole and exclusive remedy of Licensee for copyright infringement.
5. Uses Not Permitted. Licensee covenants and agrees that it will not:
(a) whether in whole or in part, sell, rent, lease, sublease, license, sublicense, lend,
time-share, transfer, assign or provide the use of or access to the Software and
Related Materials, or any portion thereof, to unlicensed persons;
(b) assign, mortgage, charge or otherwise encumber either the Software and Related
Materials or its rights under this Agreement.
(c) reverse engineer, decompile or disassemble the Software.
(d) alter, modify or create any derivative works of the Software and Related Materials
or any portion thereof.
(e) obscure or remove any copyright or trademark notices.
6. Assignment. Without limiting anything contained elsewhere in this Agreement, Licensee
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shall not assign this Agreement or any rights herein without the prior written consent of
Licensor, which consent may be arbitrarily withheld. Any purported assignment without
Licensor’s consent shall be deemed to be null and void.
7. Term. The license granted by this Agreement shall commence on the date of this
Agreement and shall remain in force indefinitely, unless either party notifies the other in
writing of its intention to terminate this Agreement no less than ninety (90) days from the
date of notice. The parties agree that all provisions set out in this Agreement for the
protection of Licensor and its Copyrights shall remain in force notwithstanding
termination of this Agreement.
8. Updates. Provided that Licensee complies with the terms and conditions of this
Agreement, Licensor agrees to make available to Licensee all updates, improvements and
enhancements for the Software.
9. Limited Warranty.
(a) Licensor warrants that the Software, without Modifications, will substantially
conform to the Related Materials.
(b) LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EITHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND
RELATED MATERIALS. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION
OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES
SO THE FOREGOING EXCLUSIONS MAY NOT APPLY TO COMPANY.
COMPANY MAY HAVE OTHER RIGHTS WHICH VARY FROM
JURISDICTION TO JURISDICTION.
(c) During the warranty period, Licensor’s entire liability and Licensee’s exclusive
remedy shall, at Licensor’s option, be one of the following:
(i) Licensor may attempt to correct or work around Errors;
(ii) Licensor may replace the Software and Related Materials;
(iii) Licensor may refund to Licensee the license fees paid to Licensor upon
return of the Software and Related Materials to Licensor or its authorized
distributor.
(d) Licensor shall not be liable for damages, direct or indirect, special, incidental,
consequential, punitive or exemplary, related to Licensee’s use of the Software
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and Related Materials, even if Licensor is advised of the possibility of such
damage.
10. Confidentiality. All Confidential Information, including the KnowHow, shall be treated
as confidential by Licensee and shall be used solely to enable Licensee to use the
Software in accordance with this Agreement. Nothing contained herein shall prevent
Licensee from making disclosure of any of the Confidential Information to any employee
of Licensee for the sole purpose of utilizing the Software and Related Materials in
accordance with this Agreement, provided that Licensee shall obtain from each employee
to whom such disclosure is made a covenant of non-disclosure.
11. No Implied Waiver. No failure or delay by Licensor in enforcing any right or remedy in
this Agreement shall be construed as a waiver of any future exercise of such right or
remedy by Licensor.
12. Equitable Relief. Licensee acknowledges that any breach by it of any of the terms of this
Agreement is likely to result in irreparable harm or damage to Licensor and that, in the
event of such breach, in addition to any and all remedies at law, Licensor shall have the
right to obtain an injunction, specific performance or other equitable relief to prevent the
continuous violation of the terms of this Agreement.
13. Governing Law. This Agreement shall be construed in accordance with the laws of the
State of Washington.
14. Entire Agreement. This Agreement constitutes the sole and entire agreement between
the parties, and supersedes any previous agreements, understandings and arrangements
between the parties relating to the Software and Related Materials. Any amendments
hereto are enforceable only if in writing and signed by each of the parties.
15. Severability. If any portion of this Agreement is deemed by any court of competent
jurisdiction to be illegal or unenforceable, then the remaining provisions of this
Agreement shall remain in full force and effect notwithstanding.
16. Execution. This Agreement has been executed by an authorized signatory duly entitled to
bind the party on behalf of which he or she has executed this Agreement.
17. Caveat. Taking into account that the Licensor shall share profits with the licensee, the
licensor shall take all the necessary and/or reasonable measures to ensure the smooth
running and optimal performance of their software. However, the licensor does not make
any guarantees or any warranties to the licensee for the performance of the Software and
consequently, shall not be liable to compensate the licensee for any downtime or loss of
revenue whether as a result of actions or omissions by the licensors employees, servants
and/or agents.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
above written.
JobHireHub Inc.
Per:
Name:
Title:
NAME OF LICENSEE
Per:
Name:
Title:
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