Licensing

Licensing

LICENSE AGREEMENT

LICENSEE - Party 1

The party who has purchased or rented a VEQTOR product and is using its associated Intellectual Property for commercial gain or provide a services utilising said product with the public.

LICENSOR - Party 2

Veqtorian Limited, PO Box 118, Chesterfield House, Victoria Street, Douglas, IM1 2LR, Isle of Man and is regional VEQTOR Licensed Suppliers (hereinafter known as VEQTOR).

RECITAL

WHEREAS, LICENSEE has approached VEQTOR because it is desirous of using a VEQTOR SYSTEM and its associated Intellectual Property for commercial gain as one of LICENSEE’s attractions at a site controlled by the LICENSEE.

AND WHEREAS, VEQTOR possesses and enjoys all of the rights title and interest to the Intellectual Property related to the VEQTOR SYSTEM, its components, parts and appurtenances including the right to license the use of the same, and which together with all of the components and parts is known as a VEQTOR SYSTEM (hereinafter referred to as ‘VEQTOR’).

NOW THEREFORE this agreement witnesseth that in consideration of the mutual promises and covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:

DEFINITIONS

LICENSED PROPERTY is defined to mean intellectual property contained within the VEQTOR SYSTEM.

VEQTOR SYSTEM is defined to mean items listed in the bill of sale or rental agreement from a VEQTOR Licensed manufacturer or distributor.

INTELLECTUAL PROPERTY (herein after known as IP) includes but is not limited to copyrights, designrights, trademarks, servicemarks, knowhow and patents and is included in the Licensed Properties.

The singular number includes the plural and vice versa and the neuter includes the masculine and the feminine.

GRANT of LICENSE


1.01 VEQTOR hereby grants to the LICENSEE the non-exclusive right and license for a limited period of time as detailed within their sales or rental agreement to operate one VEQTOR SYSTEM and use its associated Licensed Properties at the one site address registered with LICENSOR or its licensed resellers. LICENSEE will have the right to renew this License periodically and receive IP support for the agreed period by paying an agreed License Support fee which is either published from time to time or expressly agreed between VEQTOR, or its Licensed resellers, and the LICENSEE.

1.02 The grant by VEQTOR of the license contained herein is conditional upon the LICENSEE refraining from installing or causing to be installed in the above location a similar amusement competing with VEQTOR SYSTEM, and potentially confusing the public,  without the prior written consent of VEQTOR. In the event the LICENSEE breaches this condition then notwithstanding any of the rights of termination herein contained VEQTOR may immediately terminate this License hereby granted and retake possession and or erase the Licensed Properties including but limited to electronic chips, software and digital media in any form associated with the VEQTOR SYSTEM.

1.03 LICENSEE hereby acknowledges that VEQTOR is the sole owner, or controller or master licensor of the Licensed Properties and the Intellectual Property contained within said Licensed Property and all of the goodwill relating thereto (hereinafter made part of the definition of IP). The LICENSEE further acknowledges that the IP and related goodwill shall at all times during the term of this Agreement and thereafter be and remain the sole and exclusive property of VEQTOR or its licensors. Neither this Agreement nor the operation of the LICENSEE’s business shall in any way give or be deemed to give the LICENSEE any interest in the IP or the goodwill associated therewith except for the right to use the IP in any manner calculated to represent that it is the owner of the IP. The use by the LICENSEE of the IP and development of all goodwill arising from such use shall inure solely to the benefit of VEQTOR, at all times during the term of this Agreement and thereafter. Neither during the term of this Agreement nor at any time after any termination hereof, shall the LICENSEE, either directly or indirectly, dispute or contest the validity or enforceability of the IP, attempt any registration thereof, or attempt to dilute the value of any goodwill attaching to the IP.

1.04 VEQTOR shall be deemed to have all rights, title and interest of all improvements, additions and changes made by LICENSEE or its agents to the VEQTOR SYSTEM Licensed Property and the IP whether patentable or not automatically assigned by LICENSEE or its agents to VEQTOR and these shall be deemed to be added to the IP contained within the Licensed Properties.

1.05 THE LICENSED PROPERTIES WILL BE LIMITED TO ONLY THE FOLLOWING USES BY THE LICENSEE: 

a) Use at the site detailed herein;

b) Graphics for displays on interior and exterior of LICENSEE’s site;

c) Use in published advertising copy and video to promote LICENSEE’s site;

d) Attachment to sites commercial vehicles (if applicable).

1.06 LICENSEE must at all times use the Trademarks and the authorised materials and advertising copy.

1.07 LICENSEE must clearly display the TM and Copyright symbol on all uses of the Licensed Properties in media.

1.08 LICENSEE must place a notice in at least 6 point typeface on all uses of Trademarks and Copyrights as follows: ”Trademarks and Copyrights are being used under license from VEQTOR LIMITED., all rights reserved”

1.09 LICENSEE must use only high quality reproduction taken from the VEQTOR supplied master artwork, logos or postscript files.

1.10 A copy of all final published advertising (including but not limited to ad copy, editorial, signage, or electronic media, video, computer disc or tape) and duplicate originals of said, including photographs and video footage, will be sent by LICENSEE within 30 days of publication date for review and retention by VEQTOR or its assigns.

1.11 LICENSEE must not reproduce, print or in any way attach the Licensed Property Trademarks or Copyrights to clothing or any gift or novelty item that can be bought by or be given to LICENSEE’s customers, employees, agents or the general public without express written approval from VEQTOR.

1.12 LICENSEE must not enhance or modify the Licensed Property Trademarks or Copyrights or juxtapose images or trademarks of other products without VEQTOR’s written consent.

1.13 VEQTOR reserves the right at any time to improve or vary the Licensed Properties as it thinks fit. LICENSEE undertakes to maintain its use of Licensed Properties to the standards specified by VEQTOR and promote VEQTOR’s improvements and changes within the Licensed Properties whether patentable or not.

LICENSEE Responsibilities During Use of the Intellectual Property

2.01 LICENSEE will at all times and at its own cost and expense, keep or cause to be kept each VEQTOR SYSTEM in good repair, condition and working order.

2.02 LICENSEE will from and when possession of the VEQTOR SYSTEM is delivered up to the LICENSEE to use in accordance with the terms of this agreement the VEQTOR SYSTEM and its components shall notwithstanding VEQTOR’s proprietary interest therein be at the risk of the LICENSEE. The LICENSEE shall return when required the VEQTOR SYSTEM and each and every component thereof in good and marketable condition, reasonable wear and tear only accepted and the LICENSEE bears the entire risk associated with the theft or other disappearance of any components of the system and any replacement thereof shall be at the sole cost and expense of the LICENSEE.

2.03 LICENSEE will provide throughout the term of this License and keep in force a comprehensive general liability insurance with respect to the operation of the VEQTOR SYSTEM with cover commensurate with local regional and national standards related the type of risk.

2.04 LICENSEE will provide throughout the term of this License an all risk insurance in respect of the VEQTOR SYSTEMs in an amount not less than amount detailed in Appendix E with a first loss payable clause in favor of VEQTOR and up to the point of complete payment for all VEQTOR SYSTEM hardware and license fees or the physical return of the VEQTOR SYSTEM and its intellectual property to VEQTOR.

2.05 LICENSEE will provide at its sole cost and expense sufficient staff to properly operate the VEQTOR SYSTEM.

2.06 LICENSEE will provide at its sole cost and expense all advertising concerning the VEQTOR SYSTEM. The format and content of the advertising shall not be placed by the LICENSEE without the prior written approval of VEQTOR or its licensed supplier which will not be unreasonably withheld.

2.07 LICENSEE will meet or acquire all state, provincial, municipal or federal licenses, codes, permits, or compliance of any kind regarding the VEQTOR SYSTEM or any of its parts or components and all associated costs are the sole responsibility of the LICENSEE.

2.08 LICENSEE will not tamper with, adjust, modify or alter in any fashion the VEQTOR product or game counter system, or any other of the component parts of the VEQTOR SYSTEM other than for the purposes of trouble shooting as outlined in the trouble shooting manual provided with the VEQTOR SYSTEM and in the event the LICENSEE is in breach of this covenant then in addition to any other right which VEQTOR may have it may immediately terminate this License.

2.09 LICENSEE will not use, suffer or permit the use of the VEQTOR SYSTEM in connection with the use other than those provided by VEQTOR.

2.10 In no case shall the LICENSEE remove from the VEQTOR SYSTEM or any part thereof any Trade Mark or other identification mark placed thereon by or at the request of VEQTOR.

2.11 The LICENSEE will have no right to assign, transfer, sell, lease, rent charge or otherwise deal in the Licensed Properties or any other rights of VEQTOR to another person or entity without express written approval from VEQTOR and without an agreement being formed between VEQTOR and the new party.

2.12 The LICENSEE shall not copy in whole or in part Licensed Properties or merge or combine the whole or part of Licensed Properties with any other product or reverse compile object code into source code.

2.13 LICENSEE must not hold itself out, or permit any person to hold itself out, as being VEQTOR or an agent of VEQTOR, or as being authorised to bind VEQTOR in any way or to pledge the credit of VEQTOR in any way.

2.14 Implement suggestions related to customer safety made by VEQTOR or is designated agents and allow VEQTOR to performing periodic site inspections and reviews.

Licensing Support

3.01 LICENSEES may elect to initiate a Hardware Parts and Service Agreement with a Licensed VEQTOR service centre. In the event no Hardware Parts and Service Agreement is established, for the purposes of service, maintenance and general repair of the VEQTOR SYSTEM’s non-warranteed parts, the LICENSEE will elects to handle all repairs on a ‘time and materials basis’ meaning that LICENSEE will pay to a VEQTOR Licensed supplier an amount equal to the retail purchase price plus shop time to repair, plus shipping and handling of repaired or replaced parts to and from the manufacturers or its authorised service centre.

3.02 In consideration for the grant of the License, on-going Licensed Property Support and Software Upgrades herein, the LICENSEE shall pay to VEQTOR Licensed fees published from time to time. For payment of said fees electronic unlock codes will be issued to LICENSEE to allow the VEQTOR SYSTEM to be operated.

Purchase Price

4.01 LICENSEE will pay to VEQTOR Licensed Supplier for the purchase or rental inclusive of initial Licensing fees for the VEQTOR SYSTEM.

4.02 The VEQTOR SYSTEM hardware will remain the property of VEQTOR Licensed Supplier up to and until the LICENSEE pays all moneys related to hardware and licensing due under this agreement.

4.03 The VEQTOR Licensed Property supplied will never be the ownership of LICENSEE. License fees only grant limited rights to use the Intellectual Property subject to the terms of this License and support thereof.

Indemnity

As VEQTOR has no power to monitor or control LICENSEE’s daily operation of the VEQTOR SYSTEM:

5.01 The LICENSEE shall indemnify and hold harmless VEQTOR against all liability, loss claim, demands, damages or expenses including legal expenses due to or arising out of injury to any person (including injury resulting in death) as a result of the use of the VEQTOR SYSTEM or any part thereof up to amount of their comprehensive general liability insurance.

5.02 The LICENSEE hereby waives any claim against VEQTOR and the LICENSEE acknowledges that VEQTOR is not liable or in any way responsible to the LICENSEE in respect of any loss, injury or damage howsoever caused and suffered by the LICENSEE, its employees, servants or agents, except claims arising from actual negligence of VEQTOR, its employs or servants.

5.03 LICENSEE will hold VEQTOR harmless including but not limited to its parents, subsidiaries or any of the LICENSORS, directors, officers, employees or affiliates of any of the forgoing and on all claims related to the ability of the VEQTOR SYSTEM’s ability to produce income for LICENSEE neither has VEQTOR presented any cash flow projections or investment prospectus to LICENSEE.

5.04 VEQTOR will hold the LICENSEE harmless against any damages that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation or possession or use of the Licensed Properties by the LICENSEE which infringes the patent, copyright, design rights or trademarks of any third party provided that:

a) LICENSEE gives notice to VEQTOR of any Intellectual Property infringements forthwith upon becoming aware of the same,

b) LICENSEE gives VEQTOR the sole conduct of the defense to any claim or action in respect of an Intellectual Property Infringement and does not attempt to admit liability or settle,

c) LICENSEE acts in accordance with the reasonable instructions of VEQTOR.

Termination

6.00 In addition to any other right VEQTOR may have to terminate this agreement, VEQTOR may terminate this agreement, by sending a written notice of that effect to the LICENSEE at the address given above by single registered mail or facsimile. Such notice shall be conclusively deemed to have been received by the LICENSEE on the expiry of Four (4) days from the date upon which the notice was sent, if mailed, and immediately upon confirmation to VEQTOR of successful facsimile transmission (for any of the following reasons detailed in clauses 9.01 to 9.11):

6.01 If judgment issues on any money in demand against the LICENSEE and remains unsatisfied for more than TEN (10) days;

6.02 If a Writ of Execution, Garnishee, Writ of Attachment or similar Writ is issued against the LICENSEE and remains unsatisfied for TEN (10) days; 

6.03 If there be execution upon any judgment against the LICENSEE and such execution be unsatisfied for TEN (10) days;

6.04 If a Warrant or Writ of Distress or the Legal process issues for any rent or taxes in respect to the premises occupied by the LICENSEE and such Warrant or Writ remains unsatisfied for TEN (10) days;

6.05 If the LICENSEE suffers or permits the VEQTOR SYSTEM or any parts to be seized or taken in execution;

6.06 If the LICENSEE suspends business or relocates without the consent of VEQTOR;

6.07 If the LICENSEE makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency;

6.08 If the LICENSEE goes into Liquidation, either voluntarily or under Order of Court;

6.09 If the LICENSEE becomes bankrupt or insolvent or becomes subject to provisions of or any Act for the benefit of Creditors;

6.10 If a Receiver, Liquidator, or other person or corporation is appointed to conduct any party of the affairs of the LICENSEE;

6.11 If the LICENSEE shall have breached any term, condition, covenant, promise or proviso contained in this agreement including without limiting the generality of the foregoing the failure to pay any amount due under this agreement;

6.12 If LICENSEE take appropriate action and rectifies the reason for breach within 14 days of Notice of Cancellation by VEQTOR this agreement will be considered to remain in force and for any reason VEQTOR may waive any breach by the LICENSEE of any of the provision contained in this agreement or any default by the LICENSEE in the observance or performance of any covenant or condition required to be performed by the LICENSEE, provided always that no act or omission or waiver by VEQTOR shall extend to be taken in any manner whatsoever to affect any subsequent breach or default or the rights arising therefrom.

6.13 Upon termination or breach of this agreement all Licensed Properties and all documentation and drawings relating to the VEQTOR SYSTEM and its improvements shall be forwarded to VEQTOR by the LICENSEE within seven days of termination or breach of this agreement.

Additional Agreements

7.01 This license constitutes the entire agreement between VEQTOR and the LICENSEE with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written, and there are no warranties, representations or other agreements in connection with the subject matter hereof except as specifically set forth herein and in the related documents. Any modification of this Agreement or the waiver of any provision therein contained, shall not be binding unless in writing and signed by VEQTOR and the LICENSEE and post date the original date of supply of the VEQTOR SYSTEM as evidenced by invoices and delivery documents from a VEQTOR Licensed supplier.

7.02 This Agreement and any subsequent agreements shall inure to the benefits of and be binding upon VEQTOR and its successors and assigns, and shall be binding upon the LICENSEE and its successors and assigns and at no time will the dissolution of VEQTOR cancel the obligations of the LICENSEE to meet the terms of this license or give the LICENSEE the right to own, assign, transfer, sell, lease, rent, charge to any other party or otherwise deal in the Licensed Properties.

7.03 None of the provisions herein contained shall be deemed to constitute a partnership between the parties hereto and none of the parties hereto shall have any authority to bind or shall be deemed to be the agent of any of the parties hereto in any manner whatsoever.

Miscellaneous

8.01 This Agreement shall be construed and enforceable under and in accordance with the laws of Manx and the Debtor hereby attorns to the jurisdictions of the Courts of Manx.

8.02 The LICENSEE acknowledges receiving a copy of this Agreement.

8.03 The LICENSEE acknowledges that all costs related to enforcing this license will be incurred by LICENSEE including travel, duty, local taxes, subsistence and legal fees. If costs are incurred related to these items by VEQTOR or its agents, LICENSEE will reimburse VEQTOR or its agents on receipt of invoice.

8.04 Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of discussions leading up to or the entering into of this agreement save that which is already in possession of the other or in the public domain other than as a result of a breach of this clause. The LICENSEE covenants and agrees that all information received by it in connection with the VEQTOR SYSTEM, or under this Agreement is strictly confidential and the sole property of VEQTOR. The LICENSEE agrees that it will not disclose any such information to any person, firm or corporation except to its employees in the ordinary course of the LICENSEE’s business.

8.05 Any notice, request, instruction or other document to be given hereunder shall be delivered or sent by first class post or facsimile to the address of the other party set out in this agreement.

8.07 The headings appearing in this Agreement are inserted for convenience of reference only and shall not form a part hereof.

Force Majeure

9.01 Without prejudice  to the generality of Clause 12 hereof, in the event that the parties hereto are unable to carry out this Agreement or any material part thereof as a result of force majeure, neither of the parties hereto shall be liable for non-performance of their respective obligations under this  Agreement during the period that the Agreement cannot be carried out. For the purpose of this Clause a force majeure event includes (without limiting the generality of the foregoing) inter alia enemy action, riots,  civil commotion,  accidents,  fire, plant breakdowns, interference, by labour or strikes or lockout of employees, Acts of God or any restrictions, regulations, orders, acts or omissions or operations by any local or municipal authority or government department or any causes beyond the control of the party concerned.

9.02 If at any time during the continuance of this Agreement either party shall be hindered or prevented from performing its obligations hereunder by the occurrence of an event set out in Clause 13.1 hereof this Agreement shall be suspended during the period the aforesaid, event continues to operate and such party shall not be liable to the other party for any loss or damage whatsoever suffered by that party by virtue of the delay or  failure to perform its obligations hereunder. Upon the aforesaid event ceasing to operate performance of this Agreement shall resume.

Severability

10.01 The invalidity or unenforceability of any provision of this Agreement shall not nullify the underlying intent of this Agreement and the invalidity or unenforceability of any term or provision of this Agreement  shall  not  effect the  validity  or enforceability of the other terms or provisions herein contained which shall remain in full force and effect.