OMAWAKE.COM PARTNER LICENSING AGREEMENT
Partner Licensing Agreement
This LICENSE AND PARTNERSHIP AGREEMENT is effective upon execution between: OMAWAKE LTD., (i.e. “Licensor”, “We”, “Us”, “Our”), a duly registered U.K. Limited Company through the Companies House, U.K., whose address is: 45 Beckbury Rd., Birmingham, West Midlands B29 5HS, UK; and LICENSEE (i.e. “Licensee”, "Partner", "You", or "Your. “Licensor” and “Licensee” may collectively be used as “parties”.
As used in this Agreement, the following definitions will apply. OMAWAKE LTD., “OmAwake” or “omawake.com” shall be synonymous with “Company”, “Us”, “We”, or “Our”. “User” shall mean the same as “Customer”. “Partner”/”Licensee” shall mean our business partner, “Vendor”, “Affiliate”, “You”, or “Your”. OmAwake ProAct or ProAct shall mean the software licensed to the partner that includes “the dashboard”, “the website widget” and “the mobile app” when he has access to after his registration.
For valuable consideration the parties agree to the following terms and conditions:
1. Nature and Purpose. The Licensor has built a software allowing wellness providers to manage their businesses, market and advertise their products and services to their customers or to omawake.com users for a fee.
Our software and online platform are proprietary in nature, therefore before a wellness provider may access, register, market and manage their services to their customers or omawake.com customers, they must first accept and execute this licensing agreement giving them permission to use OmAwake ProAct software and platform (i.e. “ProAct”, “licensed software”, “licensed material”).
2. License. The Licensor hereby grants the Licensee a limited, royalty-free, nonexclusive, non-transferable license to access, register, or otherwise use the OmAwake ProAct software and the omawake.com platform in order for Licensee to manage and market its products and services to its customers.
(a) The Licensee understands and agrees that this is a single-use license for which the licensee may only use for itself, and the service is provided strictly on an “as is” or “as available” basis.
(b) You understand and agree that accessing or otherwise using the ProAct Platform is at your own risk, and neither the Licensor; nor its owners; directors; employees; or agents; shall be liable or responsible for any losses, costs, damages, or injuries as a result of your use or improper use of the omawake.com website or ProAct Software.
(c) Licensor uses third party vendors and hosting partners in order to provide the licensed materials and technology for Licensee’s use. The Licensee understands that the Licensor will have access at all times to the ProAct Software, including but not limited to that part designed specifically for our business partners.
(d) Licensee warrants that it shall not copy, reproduce, duplicate, sell, resell, or exploit either in whole or part, any of the omawake.com website, mobile Apps or ProAct Software, nor is Licensee permitted to allow third parties to use or access the ProAct Software without our prior written consent. No content or licensed material may be used or sold commercially.
(e) Licensee understands that this License may not be assigned; sold; transferred; modified; changed; nor sublicensed; unless it is with the Licensor’s prior written consent and permission.
3. Standard of Care/Usage. You agree to use a reasonable and standard of care and discretion in the use of our website and ProAct Software. You acknowledge and agree not to: reverse engineer, decompile, bypass, edit, or deconstruct any content from our website, or any licensed materials. You also understand and agree that You are not entitled to compensation or royalties for the use of any content or licensed material. Nor may you store; share; or otherwise distribute any licensed materials.
4. Term and Termination.
(a) This Agreement commences upon execution, continues for a term of one (1) year, and shall automatically renew for another one (1) year term unless otherwise terminated by the parties in writing. In order to terminate, either party must provide a prior thirty (30) day written notice which shall be served on the other party to this Agreement, either by email, or by post, to the party’s last known address. Either party may also terminate this agreement as provided herein, if one party commits a material breach of this agreement.
(b) Provisions as to license; usage; copyrights; and warranties; survive termination of this License agreement. This Agreement may not be changed or modified without prior mutual written consent of the parties.
5. License Fee.
OmAwake ProAct offers a monthly subscription package at cost of £ 15 or an annual subscription package at cost of £150 under its Individual Account membership. Alternatively, it offers a monthly subscription package at cost of £ 15 or an annual subscription package at cost of £ 500 under its centre account membership. Find more details here: https://www.omawake.com/business
(a) The Licensee acknowledges that by subscribing to the OmAwake ProAct software he will be billed on a monthly or annual basis according to his billing cycle choice. By subscribing to the individual account membership, the licensee will be billed £15 (VAT being included) on a monthly basis or £150 (VAT being included) on an annual basis. By subscribing to the centre account membership, the licensee will be billed £50 (VAT being included) on a monthly basis or £500 (VAT being included) on an annual basis.
The Licensee acknowledges that he can cancel his subscription at anytime and his subscription package will be cancelled at the end of his billing cycle.
(b) Note: Licensor reserves the right to change or modify this licensee fee at any time, upon prior written thirty (30) day notice to the Licensee. Your continued use of the Licensor’s software, platform and/or licensed materials is your consent to any and all licensing fees. If at any time you disagree with this provision or the licensing fees, you must immediately cease and desist from using or accessing our website or software. You understand and agree that you are responsible for any all outstanding licensing fees, and upon our receipt of your written disagreement within fourteen (14) days of such notice, your account will be terminated.
(c) Licensee agrees to compensate the Licensor for any online booking orders processed through OmAwake ProAct and paid online (via mobile app, website widget, omawake.com website), with a deductible transaction fee being equal to 2.4%+£0.24. The fee is not applicable to online booking orders processed through the ProAct software and paid offline.
(d) Licensee understands and acknowledges that Licensor is using a third-party company as it’s payment processor. Once the customer’s payment is processed, and Licensor has deducted it’s online booking transaction fees, Licensor shall remit the balance of payment for products or services to be rendered by Licensee within three (3) days after the scheduled service date. Any and all payments shall be made via bank transfer, therefore it is imperative that the Licensor have all of the Licensee’s correct and accurate bank account information as provided via the ProAct software, so that payment may not be delayed. Payment shall only be issued to the Licensee and not to any other third-party.
6. Duties and Responsibilities: Partners. In addition to your legal duties and obligations as outlined within this licensing agreement, the Partner also warrants:
(i) To provide products and services that either meet or exceed industry standards;
(ii) Answer all customer questions and inquiries in a professional and prompt manner; (iii) (iii) Pay and/or process any and all applicable fees and charges related to such orders; (iv) Promptly assist customers with inquiries, questions, and resolve disputes in a professional and business-like manner; (v) Disputes must be addressed within forty-eight hours of receipt, and Licensee commits to resolve any dispute within seven (7) business days.
7. Duties and Responsibilities: Licensor. omawake.com acknowledges and agrees to provide professional products and services, including but not limited to the ProAct Software, for the Licensee’s usage.
(a) The Licensee can perform any order cancellations within his ProAct software. In the event the Licensee cancels any of the user booking that was processed and paid online, the Licensee understands that the user receives a full refund and that the Licensor is still entitled to its 2.8 percent transaction fee.
(b) In case the user’s order cancellation is placed in less than twenty-four (24) hours of the scheduled service, the Licensee is entitled to its full order payment.
(c) If the Licensee desires to cancel his subscription package, he can do so by sending an email to firstname.lastname@example.org or contact the Support team through the customer support form which can be found within the ProAct software. The Licensee acknowledges that he can cancel at anytime and his subscription package will be cancelled at the end of his billing cycle.
(a) When using the ProAct Software, the Licensee is permitted to upload content for the purpose of promoting and marketing it’s products and services. “Content” includes and is not limited to: text; pictures; photographs; illustrations; graphics; blogs; interactive media; music; video; mp3 recordings; and any other digital or recorded media. Licensee warrants and agrees that any and all content uploaded is original to the Licensee, and does not infringe upon any third-party rights, copyrights, or intellectual property.
(b) Further, Licensee warrants that any and all content uploaded is: true, accurate, and correct, and reflects actual descriptions, details, and pricing for products and services offered by the Licensee. Failure to comply with this provision will subject the Licensee’s account to be automatically terminated by the Licensor.
(c) Content uploaded must be free from any language or depiction that would be considered: offensive; pornographic; discriminatory; harassing; defamatory; threatening; or indecent. If Licensor discovers any content that does not comply with it’s policies, license, or terms, it reserves the right to remove the content, with notice to the Licensee.
10. Licenses and Permits. Licensee warrants and agrees that it shall comply with all applicable local laws, statutes, rules and regulations, in order to promote; market; display; or otherwise make available its products and services on our website or through our ProAct Software. This includes and is not limited to licenses; permits; registrations; insurance; and any other legal requirements.
11. Customer Reviews and Comments. The Licensor’s website and ProAct Software allow customers to post reviews, comments, and testimonials of Licensee’s products and services. You understand and acknowledge that you may not opt out of this feature at any time, and that the Licensor has no control whatsoever over customer comments and feedback: positive, negative, or otherwise. Although, obscenities, profanity, and offensive material will not be permitted. Licensee’s are permitted to respond to any customer review or comment, and are encouraged to do so.
12. Customer Support. If you require technical assistance with the ProAct software, or have any questions about our products and services, you may contact our Customer Support Department via email at: email@example.com. All requests are answered on a first-come and first served basis and shall be addressed in a prompt manner.
13. Indemnification. Licensee agrees to indemnify and hold Licensor harmless, including but not limited to its: owners; directors; employees; affiliates; and agents; for any and all damages, claims, liability, costs, unforeseen third-party claims, and expenses (including but not limited to legal fees) that might arise as a result of the Licensee’s use or misuse of the Licensor’s website or licensed materials.
(a) Our company does not offer nor provide any warranty or guarantee of any kind regarding downloaded content and licensed materials. You understand use of content is at Your own risk and material is provided and received “as is”.
(b) Nor do we warrant that either our website or ProAct Software will be timely, uninterrupted, or error-free; or that the quality of any products, services, or content you access through our website or licensed materials will meet your needs or expectations. As a result, you warrant and agree that neither we nor our: owners; directors; employees; affiliates; or agents will be responsible for any losses; damages; injuries; or claims resulting from your use or improper use of our products, services, or licensed materials.
15. Non-Compete & Non-Circumvention. The Licensee, while under Agreement and for a term of two (2) years after termination, agrees not to:
(a) Directly or indirectly participate in any business, that is similar to the Licensor’s business. This includes and is not limited to his/her own business, or as an employee or independent contractor of another business;
(b) Solicit any business from the Licensor’s actual or prospective clients; employees; or independent contractors; or divert the Licensor’s business in any way whatsoever;
(c) Directly or indirectly initiate; solicit; negotiate; contract; or enter into any agreement or business transaction with the Licensor’s clients, employees, representatives, agents, or with any third party in an attempt to: by-pass; compete; or circumvent this or any agreement related to the Licensor’s business; concepts; products; or any confidential information, for monetary benefit or otherwise.
16. Intellectual Property Rights. Our company retains all rights, title, and interest to our own website; content; software; and materials. Nothing contained within this licensing agreement grants or gives the Licensee any rights of ownership in our website or licensed materials whatsoever.
Nor are you granted any special rights or licenses other than those outlined within this Agreement. Licensee understands that this Agreement does not create a joint venture, or partnership relationship, and the Licensee may not bind or legally obligate the Licensor at any time, or under any conditions.
(a) Each of the parties and their representatives and assigns agree to keep the terms of this Agreement as well as each other’s business affairs, and work product confidential.
(b) Licensee understands that their use of the ProAct Software allows them access to private and confidential information, including but not limited to Licensor’s proprietary data as well as private information for omawake.com customers. The Licensee warrants and agrees not to disclose, display, sell, or share any confidential or proprietary information regarding the Licensor or its customers at any time without the prior written consent of the Licensor. In the event the Licensee discloses, displays, sells, or shares any information or data related to the Licensor’s business; software; and/or customers, it agrees to be legally and financially liable for any and all damages suffered by the Licensor, including but not limited to legal and attorney’s fees.
This provision shall survive termination of this Agreement.
18. Disputes. Any dispute arising in connection with this Agreement shall be settled in a professional and businesslike manner. In the event a dispute cannot be resolved, the dispute shall be subject mediation, with the parties equally sharing the costs of mediation and choice of mediator located in London, England. The prevailing party shall be entitled to reimbursement of any and all legal costs and fees, including but not limited to legal fees.
19. Severability. If any provision of this Agreement is deemed unenforceable, or invalid, the unenforceable or invalid provision shall be deemed modified to the least extent necessary to become legal and enforceable and no other provisions affected thereby.
20. Survival. Specific terms contained within this agreement shall survive termination, including but not limited to: license (and fees); indemnification; limited liability; confidentiality; integration; disputes; and choice of law provisions.
21. Miscellaneous/Choice of Law. This Agreement constitutes the full and complete Agreement between the parties, and may only be amended in writing upon mutual consent.
This Agreement shall be governed by the laws of Great Britain, U.K. (United Kingdom), without reference to any principles of conflicts of laws, choice of law provisions, or C.I.S.G. (Convention for the International Sale of Goods and Services).
Effective Date: 20.07.2018