This Agreement is made between Ride On Australia (the "Licensor") and the approved Community Leader (the "Licensee").
“Community Commerce” means a delivery and transportation business made up of Merchants who require delivery services; Drivers who provide delivery services and a Community Leader that has the exclusive license to use and operate the Platform powered by Ride On Australia.
"Platform" means the software including but not limited to mobile apps, delivery dispatch system, Community Leader portal as well as the service infrastructure to support Merchants, Customers & Community Leaders (described in Schedule A).
2. GRANT OF RIGHTS.
Licensor hereby grants to Licensee an exclusive license to access and use the Platform for within the approved, specified area(s).
3. LICENSE TERM.
This License is effective upon payment by the Licensor and the acceptance by the Licensee for the duration of the payment period. Thereafter, this License shall automatically be renewed for successive periods unless Licensee gives Licensor notice of Termination.
4. LICENSE FEE.
Licensee agrees to pay Licensor the license fee.
Licensor shall have the right to terminate this License if Licensee fails to perform any obligation required of Licensor under this License. The Licensor shall provide two written notices for failure to meet the payment, code of conduct or performance requirements of such License.
7. TITLE TO INTELLECTUAL PROPERTY.
Licensor retains title to and ownership of all the enhancements, modifications and updates to the software and related Intellectual Property that make up the Platform.
8. MODIFICATIONS AND ENHANCEMENTS.
Licensee will make no efforts to reverse engineer the Platform, or make any modifications or enhancements.
9. WARRANTY LIMITATIONS.
LICENSOR WARRANTS THAT THE PLATFORM WILL FUNCTION IN SUBSTANTIAL ACCORDANCE WITH THE DESCRIPTION AND SPECIFICATIONS SET FORTH IN ATTACHED SCHEDULE A. THE WARRANTY GRANTED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. REMEDY LIMITATIONS.
Licensor's entire liability and Licensor's sole and exclusive remedy for breach of the foregoing warranty shall be Licensor's option to either:
- return to Licensee the license fee for the period in which the Platform did not perform according to this warranty, or
- repair the defects or replace the Platform.
11. DAMAGE LIMITATIONS.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND LICENSOR'S LIABILITY TO LICENSEE FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL BE LIMITED TO THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE AS COMPENSATION FOR THE PLATFORM DURING THE 0 MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE.
Licensee will treat the Platform as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Platform with at least the same care as it treats its own confidential or proprietary information.
The parties agree to submit any dispute under this License to binding arbitration in the following location: Melbourne, Australia. Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
14. ATTORNEY FEES.
If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
15. GENERAL PROVISIONS.
(a) Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.
(b) Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule or attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.
(c) Applicable law: This License will be governed by the courts of Victoria.
(d) Notices: All notices and other communications given in connection with this License shall be in writing via email. Any party may change its address appearing in the introductory paragraph to this License by given notice of the change in accordance with this paragraph.
(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent.
The Platform License is effective upon completion of Community Leader application (including payment) and approval by the Licensor.