License Agreement

IMPORTANT-READ CAREFULLY:

THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR EMPLOYEES, AGENTS AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THIS AGREEMENT (COLLECTIVELY, “YOU”) AND IKIGAI LABS, INC. located at 2 Embarcadero Center, 8th Floor, San Francisco, CA 94111, United States (“IKIGAI LABS”) FOR THE IKIGAI LABS SOFTWARE AS A SERVICE PRODUCT ACCOMPANYING THIS AGREEMENT, WHICH MAY INCLUDE source code, algorithms or other code, including the underlying structure, schema, functions, methods of operation and ideas relating to the SOFTWARE AS A SERVICE PRODUCT Offering, associated MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION (COLLECTIVELY “SAAS OFFERING”).  BEFORE ACCESSING THE SAAS OFFERING YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THIS IKIGAI LABS BETA LICENSE AGREEMENT (“AGREEMENT”). BY PRESSING THE “I ACCEPT” BUTTON, YOU CREATE A BINDING AGREEMENT AND BY USING, DOWNLOADING, OR OTHERWISE ACCESSING ANY PART OF THE SAAS OFFERING, YOU ARE REAFFIRMING THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ACCEPT WITHOUT LIMITATION OR QUALIFICATION ALL OF ITS TERMS AND CONDITIONS.  IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE AGREEMENT, DO NOT ACCESS THE SAAS OFFERING IN ANY WAY.  If you are acquiring the SAAS OFFERING on behalf of an entity, you represent and warrant that you have the legal capacity to bind such entity to this Agreement.

1. Scope of Agreement.

You may test and evaluate the SaaS Offering under the terms and conditions of this Agreement for a period of 6 months from the date You accept this Agreement (“Evaluation Period”). You may conduct internal, non-commercial testing and evaluation of the Saas Offering solely for the purpose of assessing whether You desire to enter into a business relationship with Ikigai Labs (the “Purpose”).  This is solely an evaluation license and in no event are You permitted to use the SaaS Offering in a production environment.  Nothing herein obligates either party to proceed with any other transaction between them, including but not limited to licensing the SaaS Offering. Ikigai Labs is not obligated to make the SaaS Offering available as a commercial product.

2. License Grant and Restrictions.

a.) License Grant. Subject to the terms and conditions set forth herein, Ikigai Labs hereby grants You and Your Users a personal, nonexclusive, nontransferable, nonsublicensable, royalty-free license to (i) use and  access the SaaS Offering solely for the Purpose, and during the Evaluation Period. “User” means the individual(s) in Your company who are authorized by You and Ikigai Labs to use or access the SaaS Offering subject to such individual’s acceptance of this Agreement. You shall ensure that Users take reasonable security precautions to prevent the SaaS Offering from being seen or accessed by unauthorized individuals.

b.) Restrictions. You will not use, download, install, or access the SaaS Offering except as expressly authorized by this Agreement.  Without limiting the generality of the foregoing, You will not: (i) sell, resell, distribute, bundle or make the SaaS Offering available in any form to any third party; (ii) copy, modify, merge, disclose, reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive the design, source code or underlying algorithms, file formats or programming or interoperability interfaces of the SaaS Offering unless applicable law prohibits such reverse engineering restrictions; (iii) create any derivative work based upon, the SaaS Offering; (iv) sublicense or otherwise transfer or dispose of, or assign, share, rent, lease, grant a security interest in, or otherwise transfer the SaaS Offering or Your right to use the SaaS Offering; or (v) use the SaaS Offering for any commercial purposes.  There are no implied rights under this Agreement.

c.) Proprietary Rights. You acknowledge and agree that Ikigai Labs is the exclusive owner of all right, title, and interest in and to the SaaS Offering (including without limitation, any software or documentation associated with the SaaS Offering and all updates, corrections, modifications, and new versions thereof) and all intellectual property rights related thereto or inherent therein, including without limitation copyright, patent, trade secret and trademark rights (collectively, “Ikigai Labs Property”).  You will treat Ikigai Labs Property as proprietary and confidential information of Ikigai Labs subject to the terms and conditions of this Agreement.  You do not acquire title to the Ikigai Labs Property or any intellectual property or other rights related thereto, whether by implication, estoppel or otherwise, except for the limited evaluation license granted hereunder.

d.) Open Source. If any open source software is incorporated into the SaaS Offering, Your rights with regard to the open source software will be governed by the applicable open source license.

e.) Proprietary Notices. You will not remove any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in the SaaS Offering and You will reproduce and copy all such notices and legends on all copies of any such SaaS Offering that Ikigai Labs expressly and in writing permits you to make.

3. Evaluation and Feedback.

a.) Evaluation. You will cooperate and consult with Ikigai Labs in the evaluation of the SaaS Offering based on Your operation, use, and testing of the SaaS Offering.

b.) Feedback. You (i) will promptly provide feedback to Ikigai Labs based on the evaluation results for the SaaS Offering including, without limitation, any flaws, errors, bugs or other problems You find in the SaaS Offering; and (ii) may provide to Ikigai Labs Your suggested improvements or modifications of the SaaS Offering, and all related know-how, created under this Agreement regarding improvement or modification of the SaaS Offering, during the course of or as a result of this Agreement (collectively, “Feedback”).  Ikigai Labs owns all right, title, and interest in and to the Feedback, all improvements or modifications of the SaaS Offering by whomsoever made, and all intellectual property rights inherent therein or related to the foregoing.  You hereby assign to Ikigai Labs all right, title and interest in and to the Feedback.  You will do all acts reasonably required to perfect and enforce such rights.  All such Feedback will be deemed to be Ikigai Labs’s Confidential Information and will be subject to the restrictions set forth herein.

4. Term and Termination.

a.) Term. This Agreement will terminate upon the expiration of the Evaluation Period unless terminated earlier in accordance with this section (“Term”).

b.) Termination. Either party may terminate this Agreement at any time by giving notice to the other party.

c.) Effect of Termination. Upon expiration or termination of this Agreement for any reason, You will immediately and permanently discontinue all use of the SaaS Offering, return to Ikigai Labs the SaaS Offering and all property (of whatever description or nature) belonging to Ikigai Labs or destroy the same, and certify to Ikigai Labs, in writing, that all copies and partial copies thereof have been returned or completely destroyed and are no longer being used.

d.) Survival. Section c (Proprietary Rights), Section 3.b (Feedback), Section 4c (Effect of Termination), Section 4(d) (Survival), Section 5 (Confidentiality), Section 6 (No Warranties; Disclaimer), Section 7 (Limitation of Liability), and Section 9 (Miscellaneous) will survive any expiration or termination of this Agreement.

5. Confidentiality

a.) Confidential Information. All information marked as confidential, or that a reasonable person could infer as confidential from the circumstances, including business, technical, financial or other information disclosed by Ikigai Labs to You pursuant to this Agreement, is Ikigai Labs’ confidential information (collectively, “Confidential Information”).  The SaaS Offering, and all Feedback, including without limitation, any security vulnerability or run-time errors identified by the SaaS Offering or You while using the SaaS Offering will be deemed to be Ikigai Labs’s Confidential Information.  You will not disclose any information about the SaaS Offering, its design and performance specifications, its code, and the existence of the evaluation and its results to any third party, except as expressly authorized in writing by Ikigai Labs. You will hold in confidence and will not use or disclose to any third party any Ikigai Labs Confidential Information.  You may only disclose Ikigai Labs’ Confidential Information to Users who have a legitimate “need to know,” have been advised of the obligations of confidentiality under this Agreement and are bound to You in writing to obligations of confidentiality no less stringent than those set out in this Agreement.  You may only use Ikigai Labs’ Confidential Information as necessary to perform Your obligations or exercise Your rights under this Agreement and for no other purpose. You will be liable for any breach of this Agreement by Users.

b.) Exclusions. You will not be obligated under this section with respect to Confidential Information that You can document: (i) is or has become readily publicly available without restriction through no fault attributable to You or Your personnel, (ii) is received, without restriction, from a third party lawfully in possession of such information and lawfully empowered to disclose such information, or (iii) was rightfully in Your possession without restriction prior to its disclosure by Ikigai Labs.

c.) Injunctive Relief. Due to the unique nature of Ikigai Labs’ Confidential Information, any breach by You of this Section 5 will cause Ikigai Labs irreparable harm for which recovery of damages would be inadequate and Ikigai Labs will be entitled to injunctions and other appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it may have at law.

6. NO WARRANTIES; DISCLAIMER.

THE SAAS OFFERING IS PROVIDED “AS IS.” IKIGAI LABS MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE SAAS OFFERING, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED OBLIGATION TO INDEMNIFY FOR INFRINGEMENT.  IKIGAI LABS DOES NOT WARRANT THAT THE OPERATION OF THE SAAS OFFERING WILL BE UNINTERRUPTED, FAULT-TOLERANT, OR ERROR-FREE, THAT ANY SAAS OFFERING ERRORS WILL BE CORRECTED, THAT THE SAAS OFFERING WILL EVER BE COMPLETED OR COMMERCIALLY AVAILABLE, THAT THE SAAS OFFERING WILL SATISFY YOUR REQUIREMENTS OR THAT THE SAAS OFFERING WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE OR HARDWARE OR WITH YOUR INFORMATION TECHNOLOGY ENVIRONMENT.  IKIGAI LABS MAY CHANGE THE SAAS OFFERING AND THE TECHNICAL SPECIFICATIONS, AND ANY OTHER INFORMATION AND MATERIALS AVAILABLE IN CONNECTION WITH YOUR USE OF THE SAAS OFFERING AT ANY TIME AND WITHOUT NOTICE. IKIGAI LABS IS NOT RESPONSIBLE FOR ANY MISUSE OF THE SAAS OFFERING BY YOU OR USERS, INCLUDING WITHOUT LIMITATION ANY WILLFUL OR MALICIOUS ACTS BY YOU OR A USER, OR ANY OTHER ACT OR OMISSION BY YOU OR A USER IN VIOLATION OF THE TERMS OF THIS AGREEMENT OR USE OF THE SAAS OFFERING OTHER THAN AS PROVIDED IN THIS AGREEMENT.

7. Limitation of liability.

IN NO EVENT WILL IKIGAI LABS BE LIABLE FOR ANY DAMAGES TO YOU, INCLUDING LOSS OF OR BREACH OF DATA, LOST PROFITS, LOSS OF GOODWILL OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SAAS OFFERING OR ACCOMPANYING MATERIALS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.  THIS LIMITATION WILL APPLY EVEN IF IKIGAI LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  IN NO EVENT WILL IKIGAI LABS’ AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED $100. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.

8. Data.

You have the sole responsibility for adequate protection and backup of Your data used in connection with the SaaS Offering, and You will not have any claim against Ikigai Labs for lost data, BREACH OF DATA, work delays, or lost profits resulting from the use of the SaaS Offering.

9. Miscellaneous.

a.) Assignment. You may not assign or otherwise transfer any of Your rights or obligations under this Agreement to any third party (whether by operation of law or otherwise) without the prior written consent of Ikigai Labs.  Any attempted or purported assignment or delegation by You without such required consent will be deemed null and void and deemed a material breach of this Agreement.

b.) Name and Logo. Customer acknowledges and agrees that (i) Ikigai Labs, Inc. may use Customer's name and logo to identify Customer as a customer of Ikigai Labs, Inc. on its website and in case studies, press releases, and other advertising, marketing and promotional materials, and (ii) Customer shall make itself reasonably available for reference calls and to provide quotes for marketing and publicity purposes. The provisions hereof are for the benefit of the parties only and not for any other person or entity.

c.) Modification. Ikigai Labs may modify the terms and conditions of this Agreement from time to time by providing You an updated copy of this Agreement. You understand that Ikigai Labs reserves the right to make such modifications.  Your continued access to or use of the SaaS Offering after any such modification will constitute Your consent to the modification.

d.) Governing Law. This Agreement is governed by the law of California, U.S.A without regard to its conflict of laws’ provisions and any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in Santa Clara County. Notwithstanding the foregoing, Ikigai Labs will at all times have the right to commence proceedings in any other court of its choice with the appropriate jurisdiction for interim injunctive relief. In any judicial proceeding arising out of this Agreement, the prevailing party will be entitled to recover all reasonable expenses associated with such proceeding (including, without limitation, reasonable costs and fees of attorneys and other professionals).

e.) Independent Contractors. The parties are independent contractors, and nothing in this Agreement will be construed to create a joint venture or partnership or otherwise give rise to fiduciary obligations between the parties. Neither party has the right or authority to assume or create any obligations or to make any representation, warranties or commitments on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

f.) No Export. Under no circumstances will You remove or export from the United States or allow the export or re-export of the SaaS Offering or anything related thereto, or any direct product thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

g.) Government End-Users. Elements of the SaaS Offering are commercial computer software. If the user or licensee of the SaaS Offering is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the SaaS Offering or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The SaaS Offering was developed fully at private expense.  All other use is prohibited.

h.) Notice. You will deliver all notices to Ikigai Labs required or permitted under this Agreement in writing and (i) personally, (ii) by certified, registered or express U.S. mail, postage prepaid, or (iii) by Federal Express or other similar commercial delivery service, to the following address: WeWork c/o Vinayak Ramesh, 2 Embarcadero Center, 8th Floor, San Francisco, CA 94111 United States, Attention: Vinayak Ramesh.  Ikigai Labs will deliver notices to You to the physical or email address You provide upon Your registration.  A printed version of this Agreement and of any notices given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

i.) Entire Agreement; Severability; and Waiver. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supercedes all prior or contemporaneous oral or written discussions between them.  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.  No waiver of any of the provisions of this Agreement will be deemed or constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.