NOTICE: PLEASE READ THIS CONTRACT CAREFULLY. THIS IS A LICENSE AGREEMENT (“AGREEMENT”) BETWEEN YOU AS THE LICENSEE AND INTEGRATED BIONICS, INC. (“IB”) AS THE LICENSOR. IB HARDWARE AND SOFTWARE (“IBSYSTEM”) IS LICENSED FOR USE ONLY PURSUANT TO THE TERMS SET FORTH HEREIN. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THE TERM “YOU” OR “LICENSEE” SHALL MEAN THE LEGAL ENTITY FOR WHICH IBSYSTEM HAS BEEN OBTAINED AND ON WHOSE BEHALF IT IS USED, AS INDICATED IN YOUR ORDER (E.G., THE SCHOOL OR ATHLETIC ORGANIZATION). IF YOU DO NOT AGREE, DO NOT USE IBSYSTEM. THE PERSON PLACING THIS ORDER REPRESENTS THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE LICENSEE. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE OF YOUR INITIAL ORDER (“EFFECTIVE DATE”).
- “IBSYSTEM” refers to the Integrated Bionics sensor systems, including all elements of hardware (sensor, tablets, jersey, etc…) and software (computer software, server software, analytics, Titan Syncer, Apps, Titan Athlete, etc…)
- “Documentation” means the standard user, operations and training manuals that IB makes available to its licensees generally in connection with IBSYSTEM.
- “End Users” means members of each Licensee Team and such Team’s respective coaching and support staff.
- “Enhancements” means improvements, updates, fixes, or version upgrades which offer enhancements to the functionality, performance or reliability of IBSYSTEM and that are made available by IB to its licensees generally; provided, however, that Enhancements shall not include any new platforms, modules or other software that IB may develop from time to time, which are generally licensed separately by IB.
- “Intellectual Property Rights” means any rights under any patent (including patent applications and disclosures), copyright, trademark, trade secret, or other intellectual property right recognized in any country or jurisdiction in the world.
- “Coaching Data” means Licensee coaching tools and data, such as text annotations, voice, telestration of statistical data, diagrams, video content, presentation and communications among End Users, as contained in IBSYSTEM.
- “Statistical Data” means performance statistics for each Team and End User, as computer by IBSYSTEM or inputted by Licensee.
- “Team” means each athletic team identified in an order for which Licensee has paid in full any amounts owed under this Agreement.
- “Video Content” means any and all Team, End User video clips and other game or practice film, uploaded by Licensee to IBSYSTEM, including, the voices, performances, poses, acts, plays, appearances, pictures, images, likeness, photographs, silhouettes and other reproductions of the physical likeness and sound of the players, coaches, and all others appearing in the Video Content.
- “Vital Information” means physical characteristics (e.g., height and weight) and contact information concerning any End User, as input by Licensee into IBSYSTEM or as otherwise publicly available.
IBSYSTEM Safety, Cautionary, and Warning Information
- Indemnity. You agree to indemnify and hold harmless IB for any third-party claims, actions or suits, as well as any related expenses, liabilities, damages, settlements or fees arising from your use or misuse of IBSYSTEM.
- Limitations Of Liability. You assume all risk associated with use of IBSYSTEM. In no event shall IB, the authors, or copyright holders be liable for claims, damages or other liability (including, without limitation, damages, injury, loss information, or any other pecuniary loss) arising from, out of, or in connection with IBSYSTEM. End Users are solely responsible for determining the appropriateness of use and assume all risks associated with IBSYSTEM.
IBSYSTEM Software End-User License Agreement
- License.Subject to your compliance with these terms and conditions, IB grants you a non-exclusive, non-transferable license to use IBSYSTEM. IB reserves all rights not expressly granted to you here.
- Restrictions. The source code, design, and structure of IBSYSTEM are trade secrets. You will not disassemble, decompile, or reverse engineer it, in whole or in part, except to the extent expressly permitted by law, or distribute it. You will not use IBSYSTEM for illegal purposes. You will comply with all export laws. IBSYSTEM is licensed, not sold.
- Collection and Use of Data. IBSYSTEM may collect data from a variety of sources including: when you register to use IBSYSTEM, communicate with our customer service team, send us an email, upload IBSYSTEM data, upload training data, and enter information through the website. By giving us this information, you consent to your information being collected, used, disclosed, and stored by us.
- Grants to IB.
Subject to this agreement, licensee grants the following license rights to IB (and its licensees, sublicensees, distributors, and subdistributors) the non-exclusive, royalty-free right, to all Intellectual Property Rights of Licensee to:
- Data collected by IBSYSTEM.
- Data inputted by End Users.
- Coaching Data and Statistical Data.
- Vital information and contact information concerning any End User as inputted by Licensee into IBSYSTEM
- IBSYSTEM computer or compiled analytics and statistics
- Feedback. IB may solicit from Licensee and/or End Users, and/or Licensee and/or End Users may submit to IB comments, information, questions, data, ideas, enhancement requests, recommendations, description of processes, or other information concerning IBSYSTEM (“Feedback”). IB owns all Intellectual Property Rights in any Feedback and may use such Feedback for any purpose related to IBSYSTEM without further approval or acknowledgement, and Licensee and each End User hereby assigns to IB any and all rights of Licensee in any such Feedback throughout the universe in perpetuity.
- Promotion. IB may, in its sole discretion, issue a press release to announce Licensee as a new customer. Subject to IB’s confidentiality obligations hereunder, IB may display on IB’s website and in any and all promotional materials (irrespective of the means of exploitation) a case study or other customer usage scenario referencing or featuring Licensee. IB may prepare and utilize testimonials of a reasonable number of End Users, subject to Licensee’s prior consent (to the extent Licensee is entitled to grant such consent). Licensee hereby grants to IB, and represents to IB that it may grant, a non-exclusive, non-transferable, royalty-free license for IB to make use of Licensee’s name or logo during the Term on IB’s website and in any and all promotional materials (irrespective of the means of exploitation). All such use shall inure to the benefit of Licensee, and IB shall have no implied right to any other intellectual property of Licensee except as set forth in this Agreement. IB shall use its best efforts to comply with any use guidelines that Licensee provides to IB in writing; provided, that an inadvertent failure to comply shall not be a breach of this Agreement.
- Payment. Costs. Licensee will pay IB the fees, in such amounts and at such times, as indicated on Licensee’s order(s). Fees are payable in advance of the then-applicable periodic term and are not refundable in the event of any cancellation. IB reserves the right to terminate or limit Licensee’s use of IBSYSTEM at any time without notice to Licensee in the event payment has not been received within thirty (30) days of the date due. Licensee is responsible for all costs and expenses related to the use of IBSYSTEM (e.g., cameras, laptops, and any other equipment or software used by End Users). Credit Card Payments. By signing up for IB with a credit card, you are expressly agreeing that we are authorized to charge you the annual membership fee at the then current rate plus any applicable tax, and any other charges you may incur in connection with your use of IB. Please note that prices and charges are subject to change with notice. Your IB account, which may start with a free trial portion, will continue in effect unless and until you cancel your account or we terminate it. You must cancel your account before it renews each year in order to avoid billing of the next period’s account fees to your credit card. We will bill the account fee at the then current rate plus any applicable tax to the credit card you provide to us during registration (or to a different credit card if you change your account information). Account fees are fully earned upon payment. You may cancel your IB account at any time, and cancellation will be effective immediately. We do not provide refunds or credits for any partial-period accounts.
- Copyright. All title and copyrights in and to IBSYSTEM (including but not limited to source code, images, libraries, and examples incorporated into IBSYSTEM) are owned by IB. IBSYSTEM is protected by copyright laws. Therefore, you must treat IBSYSTEM like any other copyrighted material.
- Indemnity. You agree to indemnify and hold harmless IB for any third-party claims, actions or suits, as well as any related expenses, liabilities, damages, settlements or fees arising from your use or misuse of IBSYSTEM, or a violation of any terms of this license.
- Disclaimer Of Warranty. IBSYSTEM is provided “as is”, without warranty of any kind, expressed or implied, including, but not limited to, warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose. Further, IB does not warrant that IBSYSTEM or any related service will always be available.
- Limitations Of Liability. You assume all risk associated with the installation and use of IBSYSTEM. In no event shall IB, the authors, or copyright holders of IBSYSTEM be liable for claims, damages or other liability (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising from, out of, or in connection with IBSYSTEM. License holders are solely responsible for determining the appropriateness of use and assume all risks associated with its use, including but not limited to the risks of program errors, damage to equipment, loss of data or software programs, or unavailability or interruption of operations.