Heyscribe

Standard License Agreement

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1.                 Introduction. This Standard Contract between Purchaser and Provider sets out the terms which govern each transaction between a Purchaser and a Provider on Heyscribe (provided by Covirally Inc. aka ‘Heyscribe,’ hereinafter referred to as “Heyscribe”).

2.                 Interpretation. In this Standard License Agreement, defined terms have the meanings set forth in the Heyscribe Terms of Service.

3.                 Applicability. Whenever a User Transaction is initiated on Heyscribe, this Standard License Agreement between the Users will apply to the exclusion of any other terms which the Users may propose, and this Standard License Agreement will legally bind the such Users.

4.                 Parties. The Users participating in the User Transaction are the only parties to this Standard License Agreement. Neither Heyscribe (Covirally Inc.) nor any of its subsidiaries or affiliates is a party to this Standard License Agreement and neither Heyscribe (Covirally Inc.) nor any of its subsidiaries or affiliates grant any rights to any User Content nor in anyway participate in the User Transaction, except for providing payment services.

5.                 Pricing and Payment. By entering into a User Transaction, the User purchasing the license to User Content pursuant to this Standard License Agreement (“Purchaser”) agrees to pay the User providing the User Content (“Provider”) the amounts agreed upon and applicable to the User Transaction as agreed by the Users in the Services, plus any applicable VAT, sales, use, or similar taxes. The Users participating in the User Transaction authorize Heyscribe or any of its subsidiaries or affiliates to act as a payment intermediary and to collect, hold, and process the payment for the User Transaction and any applicable taxes and withholdings, and to deduct the Fees described in the Terms of Service.

6.                 License of User Content. Once the Purchaser has made the required payment for a User Transaction, the Provider grants to the Purchaser an exclusive, transferable, sub-licensable perpetual, irrevocable, worldwide, fully paid, royalty free license to copy, display, perform, prepare derivative works of and commercially exploit the User Content licensed in the applicable User Transaction. Notwithstanding the foregoing, the Provider reserves the right to display the User Content for promotional purposes as part of their portfolio.

7.                 Ownership. The Purchaser participating in the User Transaction acknowledges and agrees that the license of the User Content hereunder does not result in the Purchaser acquiring any rights in or to the User Content, which rights shall be retained by the Provider of the User Content.

8.                 License Termination. The License granted hereunder will expire automatically without notice in the following circumstances:

a.                 if the payment related to the User Transaction was unsuccessful, or is charged back or reversed for any reason; and/or

b.                if the User Content violates the Terms of Service or Content Guidelines.

9.                 Cancellation and Refunds:  The Purchaser acknowledges that the User Transaction will result in a supply of the User Content to the Purchaser within the time period agreed on the Website.

10.             Obligations between Provider and Purchaser. The Purchaser and Provider hereby agree that:

a.                 The Purchaser and the Provider participating in the User Transaction shall comply at all times with the Terms of Service and Content Guidelines.

b.                The Purchaser participating in the User Transaction shall not initiate a chargeback other than if the Purchaser disputes the User Transaction in good faith.

c.                 The Provider shall make the User Content available to the Purchaser once the Purchaser has made the Purchaser Payment applicable to the User Content.

d.                The Provider represents and warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the User Content sufficient to license it hereunder.

e.                 The Provider represents and warrants the User Content does not violate the Terms of Service and Content Guidelines.

f.                  The Provider is solely responsible for creating and uploading the User Content to the Services.

g.                 The Provider and Purchaser, jointly and severally, indemnify Heyscribe against any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, and any other losses arising out of this transaction. 

11.             No guarantees. The Purchaser participating in the User Transaction acknowledges that there may be circumstances where it is not possible for the Purchaser to access to User Content to be provided under the User Transaction, including:

a.                 if the Provider’s Account is suspended or deleted;

b.                if the Purchaser’s Account is suspended or deleted; or

c.                 if the availability of all or any part of the Services is suspended or inaccessible.

12.             Governing Law. This agreement is governed by the laws of State of Delaware, USA and will apply to all claims that arise out of or relate to this Standard License Agreement.