License Agreement

This License Agreement (this "Agreement") was updated on June 1, 2022. Use of the Knowledge Avatars website constitutes acceptance of this agreement.
In the Agreement, the party who is granting the right to use the licensed property, Knowledge Avatars, Inc., will be referred to as the "LICENSOR," and the party who is receiving the right to use the licensed property will be referred to as "LICENSEE." The Knowledge Avatars Platform is used to create Knowledge Avatar AI-powered tutors or the Authored work.  The Knowledge Avatars Platform will be referred to as KAPLATFORM and Knowledge Avatar AI-powered tutors will be referred to as KAAITUTORS.
The parties agree as follows:
1. GRANT OF LICENSE. LICENSOR owns KAPLATFORM and KAAITUTORS (the "Authored Work"). In accordance with this Agreement, LICENSOR grants LICENSEE a non-exclusive license to Use KAPLATFORM to develop and deploy KAAITUTORS. LICENSOR retains title and ownership of the Authored Work. Authored works will be assigned to LICENSOR by LICENSEE.
2. PAYMENT OF ROYALTY. LICENSEE will pay to LICENSOR a royalty which shall be calculated as follows: An amount per query to the KAAITUTORS. This amount shall be calculated by LICENSOR based on current usage costs. LICENSOR shall provide LICENSEE an estimate of these costs. LICENSOR shall bill and charge LICENSEE the royalty monthly. Payment will be made within 10 days of the month for which the royalty is applicable.
3. MODIFICATIONS. LICENSEE may not modify or change KAPLATFORM in any manner.
4. DEFAULTS. If LICENSEE fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, LICENSOR shall have the option to cancel this Agreement by providing 15 days written notice to LICENSEE. LICENSEE shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default if such corrective action is taken prior to the end of the time period stated in the previous sentence and if there are no other defaults during such time period.
5. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to LICENSOR, whether or not owned or developed by LICENSOR, which is not generally known other than by LICENSOR, and which LICENSEE may obtain through any direct or indirect contact with LICENSOR. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by LICENSOR concerning the business, technology, and information of LICENSOR and any third party with which LICENSOR deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
A. "Confidential Information" does not include:
- matters of public knowledge that result from disclosure by LICENSOR;
- information rightfully received by LICENSEE from a third party without a duty of confidentiality;
- information independently developed by LICENSEE;
- information disclosed by operation of law;
- information disclosed by LICENSEE with the prior written consent of LICENSOR;
- any other information that both parties agree to in writing is not confidential.
6. PROTECTION OF CONFIDENTIAL INFORMATION. LICENSEE understands and acknowledges that the Confidential Information has been developed or obtained by LICENSOR by the investment of significant time, effort, and expense and that the Confidential Information is a valuable, special and unique asset of LICENSOR which provides LICENSOR with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration of the receipt by LICENSEE of any Confidential Information, LICENSEE agrees as follows:
A. No Disclosure. LICENSEE will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the LICENSOR.
B. No Copying/Modifying. LICENSOR will not copy or modify any Confidential Information without the prior written consent of the LICENSOR.
C. Unauthorized Use. LICENSEE shall promptly advise LICENSOR if LICENSEE becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
D. Application to Employees. LICENSOR shall not disclose any Confidential Information to any employees of LICENSEE, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the LICENSOR.
7. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
8. WARRANTIES. Neither party makes any warranties with respect to the use, sale, or other transfer of the Authored Work by the other party or by any third party, and LICENSOR accepts the product "AS IS." In no event will LICENSOR be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.
9. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, LICENSEE grants back to LICENSOR a non-exclusive license to use the Authored Work as LICENSOR sees fit, including for the creation of derivative works; provided, however, this license shall not limit LICENSEE's rights and public rights under this License. LICENSOR shall pay LICENSEE a royalty equal to 15% of revenue derived from Authored Work. This royalty shall be paid quarterly.
10. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties.
11. RENEWAL/TERMINATION. This Agreement shall renew monthly and terminate automatically one year after LICENSEE is no longer active on KAPLATFORM.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Vermont.