Non-Exclusive License Agreement for Professional Use of Digital Color Analysis Gap Palettes
WITH PURCHASE OF THE DIGITAL COLOR ANALYSIS GAP PALETTES, YOU AGREE TO THE FOLLOWING CONDITIONS:
This License Agreement (“Agreement”) is made and entered into by and between Colors With Kate LLC and The Colour Witch (“Licensors”) and the purchaser (“Licensee”) (together, the “Parties”). By purchasing the Digital Color Analysis Gap Palettes (“Product”), the Licensee agrees to the terms and conditions set forth in this Agreement.
1. Definitions.
Parties.
Licensors: Colors with Kate LLC, registered in California and owned and operated by Kate Mieth. The Colour Witch, operating in Nova Scotia, Canada and owned and operated by Emily Lawrence.
Licensee: An individual who purchases the Product with a desire to use the Product in a commercial manner with End Users.
Product. The Digital Color Analysis Gap Palettes are a copyrighted collection of four
curated color analysis palettes which are owned by Licensors and are to be used in conjunction with a color analysis service. Each palette consists of over 70 curated and reviewed colors, a color character characteristics graph, “Your Best Metals,” “Your Best Denims,” lip and blush selections, an eye make-up palette, 10 colors to avoid, and “Your Magic Colors.”
End Users. Clients with whom Licensee has a bona fide client relationship in which the
client has received a color analysis service by Licensee. Licensee must ensure
that each End User acknowledges that the Product is provided to them on an as-is personal and private basis and any modification, distribution, uploading or otherwise sharing with others is strictly prohibited.
2. Grant of License. Licensor grants Licensee a limited, non-exclusive, non-transferable, non-assignable, non-sublicenseable license (“License”) to access, download, reproduce and use the Product in conjunction with Licensee’s professional color analysis business. Licensee shall be permitted to share the Product only with End Users during the course of providing the End User with a color analysis service.
3. Restrictions. Licensee shall not: share, distribute, publish, upload, or transmit the Product, except to End Users. Licensee shall not alter or modify the Product, create derivative works of the Product, misrepresent any party, except Licensors, as owners of the Product, or resell or sublicense the Product for commercial purposes.
4. Termination of License. Violation of this Agreement will result in an immediate termination of the License. Upon termination, Licensee must cease all use of the Product and, upon request, delete all electronic copies and destroy all physical copies within its possession or control.
5. Ownership and Copyright. The Product is the intellectual property of and is owned by the Licensors. Licensee acknowledges that all rights, title, and interest in and to the Product remain with the Licensors. All rights not expressly granted under this Agreement are reserved by Licensors.
6. Warranty and Indemnification. The Licensors provide the Product to the Licensee on an “as-is” basis. Licensee shall not hold Licensors liable for any harm arising from the use of the Product. Licensee agrees to indemnify Licensors against any third-party claims or damages arising out of any gross negligence or willful misconduct by Licensee, or any material breach of this Agreement by Licensee.
7. Entire Understanding. This Agreement expresses the complete understanding of the parties and supersedes all prior representations, agreements, and understandings, whether written or oral. This Agreement may not be altered except by a written document signed by both parties.
8. Severability. If any provision of this Agreement is invalid under applicable statute or rule of law, it is to be considered omitted and the remaining provisions of this Agreement shall in no way be affected.
9. No Joint Venture. Nothing contained in this Agreement shall be construed to place the parties in the relationship of agent, employee, franchisee, officer, partners, or joint venturers. Neither party may create or assume any obligation on behalf of the other.