HomeMy WebLinkAboutWestern Kentucky University Research Foundation Inc.-Bingocize Non-Exclusive License Agreement_D-24-434.pdf D-24-434
TERMS OF USE FOR NON-EXCLUSIVE LICENSE
TO USE BINGOCIZE®
These Terms of Use ("Terms"), are to be read and agreed to before purchase of a license for use
of the Bingocize® game, a proprietary health promotion program (the"Licensed Technology").
Your access to and use of the Licensed Technology is conditioned on your acceptance of and
compliance with these Terms. These Terms apply to all users who access or use the Licensed
Technology.
1. License Grant.
By accepting these Terms, you agree to accept a non-exclusive license to use the Licensed
Technology solely within the facilities located in the counties identified on the invoice for your
purchase of Licensed Technology(the"Invoice").
2. Use of Bingocize®Trademark.
Bingocize® is a federally registered trademark owned by WKU Launch Pad, Inc., doing business
as Bingocize (`Bingocize"). By agreeing to these Terms, you agree that no action will be taken
by you to invalidate or challenge the validity of the Bingocize® mark or attempt to register any
confusingly similar trademarks in your own name, or act in any manner that would jeopardize
Bingocize's rights to the Bingocize® mark. Bingocize will have the right to exercise quality
control over your use of the Bingocize®mark to the extent needed to maintain the validity of any
registrations of the Bingocize®mark and to protect the associated goodwill.
3. Term and Termination.
The Term for this non-exclusive license is for two years from the date on the Invoice. Upon a
breach of these Terms by you,Bingocize may terminate your right to use the Licensed Technology,
without prior notice or liability. All provisions of the Terms,which by their nature should survive
termination, shall survive termination, including, without limitation, ownership provisions,
warranty disclaimers, indemnity and limitations on liability.
4. License and Training Fees.
All license and training fees for the use of the Licensed Technology shall be identified on the
Invoice. All fees are non-refundable. All payments of fees shall be made payable to `Bingocize"
to the contact indicated on the Invoice.
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5. Indemnity.
By accepting these Terms, you agree to indemnify and hold harmless, Bingocize and its affiliated
entities and their officers, directors, employees and agents from any and all claims, suits damages,
attorney's fees, costs and other expenses arising from your performance of the Licensed
Technology.
6. Disclaimer.
Your use of the Licensed Technology is at your sole risk. The Licensed Technology is provided
on an "AS IS" and "AS AVAILABLE" basis. The Licensed Technology is provided without
warranties of any kind, whether express or implied, including, but not limited to, implied
warranties of merchantability, fitness for a particular purpose, non-infringement or course of
performance.
7. Limitation of Liability
IN NO EVENT SHALL BINGOCIZE, INCLUDING ITS DIRECTORS, OFFICERS,
EMPLOYEES, STUDENTS AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES
WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE,REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL BINGOCIZE'S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO
BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE)OR OTHERWISE,EXCEED
THE TOTAL OF THE AMOUNTS PAID BY YOU FOR THE LICENSED TECHNOLOGY
HEREUNDER.
8. Assignment.
You may not assign any of your rights under these Terms, without Bingocize's prior written
consent,which shall not be unreasonably withheld.
9. Governing Law.
These Terms shall be governed and construed in accordance with the laws of the Commonwealth
of Kentucky. Exclusive venue for any dispute not barred by sovereign immunity arising under,
out of, or in connection with this Agreement will be the state and federal courts in, or in close
proximity, to Warren County, Kentucky, unless the action cannot be brought in such court due to
statutory proclamation in which case only the venue will be as so proscribed. By agreeing to these
Terms, you consent to the personal jurisdiction of all such courts and hereby waive any claims of
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lack of personal jurisdiction or inconvenience of such court.
Signature below, by your duly authorized officer, indicates consent to these Terms.
Company: Fresno County Department of Public Health
Address: 1221 Fulton Street,Fresno,CA 93721
Riley Digitally signed by Riley
Blackburn
Blackburn late:2024.08.01
14:33:02-07'00'
Signature Date
Name: Riley Blackburn
Title: Purchasing Manager
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