Licensing Agreement - Just Startup

NON-EXCLUSIVE LICENCE AGREEMENT

This Non-Exclusive Licence Agreement (hereinafter, the “Agreement”) contains important legal terms, and Licensee acknowledges that by completing the purchase process for the Licensee’s use of the creative content (“Licensed Asset”) and/or any non-interactive online course materials (such as, but not limited to, PDF documents of worksheets and courses), the Licensee has read the Agreement and agrees to the terms herein, including, without limitation Section 7 (Important General Legal Provisions).

This Agreement states the terms and conditions of the Licensee’s copyright Licence with respect to the Licensed Asset made available on [just-startup.com] by Just StartUp and/or its affiliates, and licensed by Licensee. The Licensed Asset item number will be emailed to the Licensee at the account email address Just StartUp has on file along with a link to this Agreement. These should be retained by the Licensee for record-keeping. This Agreement may also apply to digital content that Just StartUp makes available at no charge (e.g., for promotional purposes) only if expressly indicated during the initial download for that digital content.

1.PARTIES TO THE AGREEMENT

1.1 – This Licence Agreement is an agreement between:

(a)The “Licensee”;

And

(b) Just Startup Pte Ltd (“Just StartUp”), owner of the website just-startup.com and all its creative content on the said website, collectively referred to herein as “Just Startup Content”, as licensor.

Whereas, the Licensee obtains a non-exclusive, non-transferable and non-sublicensable right to use, modify (except as expressly prohibited herein) and reproduce the Licensed Assets worldwide for commercial or private purposes, in perpetuity, as expressly permitted by the Agreement and subject to the limitations set forth herein. The Licence does not give any title of ownership of the Licensed Asset to the Licensee.

2.LICENSED ASSET MANAGEMENT

Licensee may only upload the Licensed Asset to (i) a server/ hard drive owned and controlled by Licensee or (ii) a cloud storage service, cloud-based design app, or digital asset manager, account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.

3.LICENCE TYPE

The licence type offered by Just StartUp in this Agreement is a non-exclusive licence for non-transferable rights of the Licensed Asset to the Licensee for commercial or private purposes.

Commercial use is any use (i) that involves an exchange of money or other consideration, (ii) that promotes a business (e.g., sole proprietorship, corporation, partnership or other corporate entities), product, or service, directly or indirectly, through marketing, promoting, sale, or otherwise, or (iii) where financial gain or other consideration is either sought, intended or a result, directly or indirectly, of Licensee’s use of the Licensed Asset. If any one or more of the criteria in (i), (ii), and (iii) is met, then the use is deemed “Commercial”.

4.NON-EXCLUSIVE LICENCE PROHIBITED USES

All Licensed Assets under non-exclusive licence are subject to specific limitations as set-out below:

4.1 End Products

– On-Demand Applications (Such as Print-on-Demand and Create-on-Demand Services). Any use that allows anyone other than the Licensee, such as an end user, to customise a digital or physical end product is prohibited, whether for Commercial use or non-commercial use. This includes, but is not limited to, “print on demand”, “made to order”, or “download on demand” application.

4.2 Trademark, Design and Copyright

– Trademark: Licensed Asset may not be used as part of a trademark, service mark, design mark, trade-name, or similar use, including any use which may generate a reputation in the Licensed Asset to the Licensee. The Licensee shall not seek to register, to protect, or to enforce any trademark or similar rights (including domain names) on the Licensed Asset itself which must be disclaimed in any trademark registration. Licensee is also prohibited from altering or modifying the Licensed Asset and obtaining registration or protection for trademark or similar rights for such altered or modified Licensed Asset. If any reputation or like right will be generated to the benefit of the Licensee, the Licensee hereby transfers any such right to the Just StartUp.

– Design: Licensee shall not seek to register, to protect, or to enforce any design or similar rights on the Licensed Asset itself which must be disclaimed in any design application/registration filed by the Licensee.

– Copyright: Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work (the original Licensed Asset must be disclaimed in any copyright registration).

5.STRICTLY PROHIBITED USES

Nothing in this Licence Agreement grants Licensee any of the following rights, all of which rights are expressly retained:

5.1 Resale or sub-licensing the Licensed Asset in source file form or any form is strictly prohibited.

5.2 Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.

5.3 Use of the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of the Licensed Asset that:

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;

(ii) may create a risk of any other loss or damage to any person or property;

(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(iv) may constitute or contribute to a crime or tort;

(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, or otherwise objectionable;

(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(viii) contains any information or content that you know is not correct and current; or

(ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.

5.4 Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.

6.PROMOTIONAL RIGHTS

Just StartUp reserves the right to use the end use product of the Licensed Assets for its own promotional purposes to display the Just Startup Content for brands empowerment and commercial development support and the Licensee hereby grants a royalty-free worldwide non-exclusive, licence in perpetuity to Just StartUp to do so, including displaying their logo on the Just Startup website and presenting case study(s) about their brand.

7.IMPORTANT GENERAL LEGAL PROVISIONS

7.1 Intellectual Property

Title to all Just Startup Content, ideas, know-how, data, information, marks, designs, inventions (patented or not), copyrightable works, registered or unregistered, including, without limitation, the Licensed Assets (referred to herein as “Intellectual Property”), shall remain at all times and reside in Just StartUp and/or its affiliates. Just StartUp and/or its affiliates shall have the sole ownership and control of the Intellectual Property.

Licensee recognizes and acknowledges that the Intellectual Property is protected by various national laws and international treaties. Except as provided in this Agreement, Licensee may not assert any ownership rights in the Intellectual Property nor any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Licensed Asset.

Any reference to the “purchase” or “sale” (or similar terms) of the Licensed Asset refers to the purchase of a limited Licence only and not the purchase of the underlying title, right, or work/product/design/mark itself.

As a licensee, Licensee’s ownership of the media and/or device on which the Licensed Asset is recorded, if any, is distinct from and does not grant any ownership right, title or interest in and to the design of the Licensed Asset itself. This Licensee Agreement does not grant Licensee any rights to trademark or any other intellectual property rights in the Licensed Asset.

7.2 Termination

Just StartUp may terminate this Licence Agreement at any time if Licensee breaches any term of this Licence Agreement or any other agreement with Just StartUp, by providing Licensee with written notice of termination, in which case Licensee must carry out the following with immediate effect:

(a) cease using the Licensed Asset;

(b) delete or destroy any copies of the Licensed Asset; and,

Further to the above, if Licensee uses the Licensed Asset on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Licensed Asset for its own purpose or in a way that is contrary to this Licence Agreement, the rights granted for such use shall immediately terminate. In such an event, Licensee agrees to immediately remove any content from such platform or website upon Just StartUp’s request.

7.3 Content Withdrawal

Just StartUp may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon written notice from Just StartUp or when Licensee becomes aware that a Licensed Asset may be subject or is the subject to a claim of infringement of a third party’s right, Just StartUp may require Licensee to immediately, and at Licensee’s own expense, carry out the following with immediate effect:

(a) cease using the Licensed Asset;

(b)provide Just StartUp with all and any required information and/or documents and/or assistance related to the Licensee’s use of the Licensed Assets; and

(c) delete or destroy any copies of the Licensed Asset and ensure that Licensee’s clients, and/or any affiliated party using the Licensed Asset do likewise.

Just StartUp will provide Licensee with replacement content (determined by Just StartUp in its reasonable commercial judgment) free of charge, as its sole obligation, subject to the other terms of this Licence Agreement.

7.4 Audit

Upon reasonable notice, Licensee agrees to provide to Just StartUp copies of projects or end uses that contain Licensed Asset, including by providing Just StartUp with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Asset is reproduced.

In addition, upon reasonable notice, Just StartUp may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Licence Agreement and Licensee’s use of the Licensed Asset in order to verify compliance with the payment and other terms of this Licence Agreement.

If any audit reveals an underpayment by Licensee to Just StartUp of five percent (5%) or more of the amount Licensee should have paid, then in addition to paying Just StartUp the amount of the underpayment and any other remedies to which Just StartUp is entitled, Licensee also agrees to reimburse Just StartUp for the costs of conducting the audit, such costs may include documented expenses and hourly charge of Just StartUp employees.

7.5 Disclaimer of Warranties

Licensee’s use of the Licensed Asset is at Licensee’s own risk. The Licensed Asset is provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Just StartUp hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

7.6 Limitation on Liability

In no event will Just StartUp, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, arising out of or in connection with this Agreement, including, without limitation, Licensee’s use, or inability to use, the Licensed Asset, including any indirect, special, incidental or consequential damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), intellectual property infringement, breach of contract or otherwise, even if foreseeable.

Just StartUp, its affiliates or their licensors, service providers, employees, agents, officers or directors shall not be liable for damages of any kind that exceed the fees that Licensee paid for the Licensed Asset. Such damages may arise out of or in connection with this Agreement, including, without limitation, Licensee’s use, or inability to use, the Licensed Asset.

The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

7.7 Indemnification

Licensee agrees to defend, indemnify and hold harmless Just StartUp, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including but not limited to reasonable attorneys’ fees) arising out of or relating to Licensee’s (or anyone acting on Licensee’s behalf, including, without limitation, service providers) (i) violation of this Licence Agreement, (ii) use of the Licensed Asset in violation of law, rules or regulations, or (iii) use of the Licensed Asset violation of third party rights where such violation is due to the modification of the Licensed Asset.

7.8 Choice of Law and Forum

All matters relating to Licensed Asset and the Licence Agreement and any dispute or claim arising therefrom or related thereto (in each case, including, without limitation, non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Republic of Singapore without giving effect to any choice or conflict of law provision or rule.

7.9 Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be Singapore.

The Tribunal shall consist of 1 arbitrator.

The language of the arbitration shall be in English.

7.10 Waiver and Severability

No waiver by Just StartUp of any term or condition set forth in this Licence Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Just StartUp to assert a right or provision under this Licence Agreement shall not constitute a waiver of such right or provision.

If any provision of this Licence Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Licence Agreement, including the Terms of Use, will continue in full force and effect.

7.11 Entire Agreement

This Licence Agreement, together with the Just StartUp Terms of Use and Data Protection Policy constitute the sole and entire agreement between Licensee on the one hand and Just StartUp on the other hand with respect to the Licensed Asset and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Licensed Asset. This Licence Agreement supersedes any conflicting terms set forth in the Terms of Use with respect to the Licensed Asset.

7.12 Notices

All notices required to be sent to Just StartUp under this Licence Agreement should be sent via email to getstarted@just-startup.com. All notices to Licensee will be sent via email to the address provided by Licensee during account creation or purchase.

7.13 Modifications

Just StartUp may modify this Licence Agreement by posting an updated version on the Just Startup website. The then current version of the Licence Agreement posted at the time of purchase shall apply to purchases (even if the Licensed Asset is downloaded after the Licence Agreement is updated). Updated versions of the Licence Agreement shall not apply retroactively to prior purchases unless either (1) Licensee is notified of its option to apply the updated terms to prior purchases and expressly agrees (e.g., via clicking “Agree”) or (2) such modification (i) does not adversely affect any rights of Licensee and (ii) Just StartUp notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).

7.14 Interpretation

Unless the context requires otherwise, in any part of this Licence Agreement: (i) “including” (and any of its derivative forms, e.g. “includes”), “e.g.” and “for example” means “including but not limited to”; and (ii) use of the singular imports the plural and vice versa.

EXCLUSIVE LICENCE AGREEMENT

This Exclusive Licence Agreement (hereinafter, the “Agreement”) contains important legal terms, and Licensee acknowledges that by completing the purchase process for the Licensee’s use of the creative content (“Licensed Asset”), the Licensee has read the Agreement and agrees to the terms herein, including, without limitation, Section 6(Important General Legal Provisions).

The Licensed Asset item number will be emailed to the Licensee at the account email address Just StartUp has on file along with a link to this Agreement. These should be retained by the Licensee for record-keeping.

This Agreement may also apply to digital content that Just StartUp makes available at no charge (e.g., for promotional purposes) only if expressly indicated during the initial download for that digital content.

PARTIES TO THE AGREEMENT

1.1 This Agreement is an agreement between:

(a) The “Licensee”;

And

Whereas, the Licensee obtains an exclusive, non-transferable and non-sublicensable right to use, modify (except as expressly prohibited herein) and reproduce the Licenced Assets worldwide for commercial purposes, in perpetuity, as expressly permitted by the Licence Agreement and subject to the limitations set forth herein. For avoidance of doubt, the Licence does not grant any title of ownership of the Licensed Asset to the Licensee.

LICENSED ASSET MANAGEMENT

Licensee may only upload the Licensed Asset to (i) a server/ hard driveowned and controlled by Licensee or (ii) a cloud storage service, cloud-based design app, or digital asset manager, account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.

LICENCE TYPE

The licence type offered by Just StartUp in this Agreement is an exclusive licence for non-transferable rights of the Licensed Asset to the Licensee for commercial purposes. In the event of liquidation, rights under this Agreement shall remain with the successor of the Licensee.

Commercial is any use (i) that involves an exchange of money or other consideration, (ii) that promotes a business (e.g., sole proprietorship, corporation, partnership or other corporate entities), product, or service, directly or indirectly, through marketing, promoting, sale, or otherwise, or (iii) where financial gain or other consideration is either sought, intended or a result, directly or indirectly, of Licensee’s use of the Licensed Asset. If any one or more of the criteria in (i), (ii), and (iii) is met, then the use is deemed “Commercial”.

STRICTLY PROHIBITED USES

Nothing in this Licence Agreement grants Licensee any of the following rights, all of which rights are expressly retained:

4.1 Resale or sub-licensing of the Licensed Asset or any modification thereof.

4.2 Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.

4.3 Use of the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of the Licensed Asset that:

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;

(ii) may create a risk of any other loss or damage to any person or property;

(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(iv) may constitute or contribute to a crime or tort;

(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(viii) contains any information or content that you know is not correct and current; or

(ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.

PROMOTIONAL RIGHTS

Just StartUp reserves the right to use the end use product of the Licensed Assets for its own promotional purposes to display the Just Startup Content for brands empowerment and commercial development support and the Licensee hereby grants a royalty-free licence worldwide non-exclusive, licence in perpetuity to Just StartUp to do so, including displaying their logo on the Just Startup website and presenting case study(s) about their brand.

IMPORTANT GENERAL LEGAL PROVISIONS

6.1 Intellectual Property

6.2 Termination

Just StartUp may terminate this Licence Agreement at any time if Licensee breaches any termof this Licence Agreement or any other agreement with Just StartUp, by providing Licensee with written notice of termination, in which case Licensee must carry out the following with immediate effect:

(a) cease using the Licensed Asset;

(b) delete or destroy any copies of the Licensed Asset; and,

6.3 Content Withdrawal

Just StartUp may discontinue licensing the Licensed Asset at any time in its sole discretion.

Upon written notice from Just StartUp or when Licensee becomes aware that a Licensed Asset may be subject or is the subject to a claim of infringement of a third party’s right, Just StartUp may require Licensee to immediately, and at Licensee’s own expense, carry out the following with immediate effect:

(a) cease using the Licensed Asset;

(b) provide Just StartUp with all and any required information and/or documents and/or assistance related to the Licensee’s use of the Licensed Assets; and

(c) delete or destroy any copies of the Licensed Asset and ensure that Licensee’s clients, and/or any affiliated party using the Licensed Asset do likewise.

6.4 Audit

6.5 Disclaimer of Warranties

6.6 Limitation of Liability

The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

6.7 Indemnification

6.8 Choice of Law and Forum

6.9 Arbitration

The seat of the arbitration shall be Singapore.

The Tribunal shall consist of 1 arbitrator.

The language of the arbitration shall be in English.

6.10 Waiver and Severability

No waiver by Just StartUp of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Just StartUp to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be removed or limited to the minimum extent such that the remaining provisions of the Licence Agreement, including the Terms of Use, will continue in full force and effect.

6.11 Entire Agreement

This Agreement, together with the Just StartUp Terms of Use (“Terms of Use”) and Privacy Policy (“Privacy Policy”) constitute the sole and entire agreement between Licensee on the one hand and Just StartUp on the other hand with respect to the Licensed Asset and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Licensed Asset. This Agreement supersedes any conflicting terms set forth in the Terms of Use with respect to the Licensed Asset.

6.12 Notices

All notices required to be sent to Just StartUp under this Agreement should be sent via email to getstarted@just-startup.com . All notices to Licensee will be sent via email to the address provided by Licensee during account creation with Just StartUp or Just Startup.

6.13 Modifications

Just StartUp may modify this Agreement by posting an updated version on the Just Startup website. The then current version of the Licence Agreement posted at the time of purchase shall apply to purchases (even if the Licensed Asset is downloaded after the Licence Agreement is updated). Updated versions of the Licence Agreement shall not apply retroactively to prior purchases unless either (1) Licensee is notified of its option to apply the updated terms to prior purchases and expressly agrees (e.g., via clicking “Agree”) or (2) such modification (i) does not adversely affect any rights of Licensee and (ii) Just StartUp notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).

6.14 Interpretation

Unless the context requires otherwise, in any part of this Agreement: (i) “including” (and any of its derivative forms, e.g. “includes”), “e.g.” and “for example” means “including but not limited to”; and (ii) use of the singular imports the plural and vice versa.

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