Content License Agreement

 

Silverberry Genomics Inc.

 

CONTENT LICENSE AGREEMENT

 

        THIS CONTENT LICENSE AGREEMENT (the “Agreement”) is made as of the date of Signature (the “Effective Date”) between Silverberry Genomics INC., an Ontario Canada  corporation, with the address of 410-225 Duncan Mill Road, North York, ON, Canada M3B 3H9, (“Silverberry”) and undersigned., (“Licensor”), In consideration of the mutual promises contained herein, the parties agree as follows:

 

SECTION 1:  DEFINITIONS

Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings attributed to them in Exhibit A hereto.

SECTION 2:  GRANT OF LICENSES

Grant of Licenses. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Silverberry, under Licensor’s Intellectual Property Rights:

(a)    A non-exclusive, worldwide license to use, modify, reproduce, distribute, archive, display and transmit the Licensor Content in electronic form in connection with Silverberry Properties via the Internet, and to permit users of the Silverberry Properties to download and print the Licensor Content for commercial use. Silverberry’s license to modify the Licensor content shall include modifying the Licensor Content to fit the need, format and look and feel of the Silverberry Property.

(b) A non-exclusive, worldwide, no–limitation license to use, distribute, redistribute, reproduce and display the Licensor’s Brand Features: (i) in connection with the presentation of the Licensor Content on the Content Pages in the Silverberry Properties; and (ii) in connection with the marketing and promotion of the Silverberry Properties (such as mobile, voice-enabled devices, etc.)

SECTION 3:  DELIVERY OF LICENSOR CONTENT

3.1 Silverberry’s Responsibilities. Silverberry will be responsible for the design, layout, posting, and maintenance of Silverberry Content Pages. In no event is Silverberry under any obligation, express or implied, to post or otherwise include any of the Licensor Content in any Silverberry Property, including without limitation, in any Content Pages.

3.2             Licensor Assistance. icensor will provide ongoing assistance to Silverberry with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the Licensor Content, as Silverberry may reasonably request. Licensor will use its reasonable best efforts to ensure that the Licensor Content is accurate, comprehensive and updated regularly.

3.3               Advertising Rights. Licensor grants unlimited advertising rights to Silverberry to promote and market the Content.

3.4             Notices. Silverberry will not alter or impair any acknowledgment of copyright or other Intellectual Property Rights of Licensor that may appear in the Licensor Content and the Licensor Brand Features, including all copyright, trademark and similar notices that Licensor may reasonably request.

     

SECTION 4:  LIMITATION OF LIABILITY / WARRANTY; INDEMNIFICATION

        EXCEPT AS PROVIDED, UNDER NO CIRCUMSTANCES SHALL LICENSOR, SILVERBERRY, OR ANY AFFILIATE BE LIABLE TO EACH OTHER OR ANOTHER PARTY FOR INDIRECT,INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

Licensor, at its own expense, will indemnify, defend and hold harmless Silverberry, its Affiliates and their employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against Silverberry or an Affiliate based on or arising from a claim that the Licensor Content as delivered to Silverberry or any Licensor Brand Feature infringes in any manner any Intellectual Property Right of any third party or contains any material or information that is obscene, defamatory, libelous, slanderous, that violates any

person’s right of publicity, privacy or personality, or has otherwise resulted in any tort, injury, damage or harm to any person; provided, however, that in any such case: (x) Silverberry provides Licensor with prompt notice of any such claim; (y) Silverberry permits Licensor to assume and control the defense of such action, with counsel chosen by Licensor (who shall be reasonably acceptable to Silverberry); and (z) Licensor does not enter into any settlement or compromise of any such claim without Silverberry’s prior written consent, which consent shall not be unreasonably withheld. Licensor will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Silverberry or an Affiliate in connection with or arising from any such claim, suit, action or proceeding. It is understood and agreed that Silverberry does not intend and will not be required to edit or review for accuracy or appropriateness any Licensor Content.

SECTION 5:  TERM AND TERMINATION

Initial Term and Renewals. This Agreement will become effective as of the Effective Date and shall, unless sooner terminated as provided below or as otherwise agreed, remain  effective for an initial term of twelve (60) months following the first date of public availability of the Licensor Content on a Content Page within a Silverberry Property (the “Initial Term”). After the Initial Term, this Agreement will be automatically renewed for successive additional five years periods (“Extension Terms”). This Agreement may be terminated by either party at any time by giving notice to the other party of not less than sixty (60) days prior to the end of a Term. As used herein, the “Term” means the Initial Term and any Extension Term(s). Upon Termination, Silverberry won’t use the new content added by the Licensor and maintain its right to sue the existing content used in Silverberry properties.

SECTION 6:  OWNERSHIP

6.1  By Licensor. Silverberry acknowledges and agrees that: (i) as between Licensor on the one hand, and Silverberry and its Affiliates on the other, Licensor owns all right, title and interest in the Licensor Content and the Licensor Brand Features; (ii)  nothing in this Agreement shall confer in Silverberry or an Affiliate any right of ownership in the Licensor Content or the Licensor Brand Features; and (iii) neither Silverberry or its Affiliates shall now or in the future contest the validity of the Licensor Brand Features. No licenses are granted by either party except for those expressly set forth in this Agreement.

6.2   By Silverberry. Licensor acknowledges and agrees that: (i) as between Licensor on the one hand, and Silverberry and its Affiliates on the other, Silverberry or the Affiliates own all right, title and interest in any Silverberry Property and the Silverberry Brand Features; (ii) nothing in this Agreement shall confer in Licensor any license or right of ownership in the Silverberry Brand Features; and  (iii) Licensor shall not now or in the future contest the validity of the Silverberry Brand Features. No licenses are hereby granted by Silverberry. Silverberry or its Affiliates shall own all derivative works created by Silverberry from the Licensor Content, including the Content Pages, pursuant to this Agreement, to the extent such is separable from the Licensor Content.

SECTION 7:  PUBLIC ANNOUNCEMENTS

The parties will cooperate to create any and all appropriate public announcements relating to the relationship set forth in this Agreement. Neither party shall make any public announcement regarding the existence or content of this Agreement without the other party’s prior written approval and consent.

SECTION 8:  NOTICE, MISCELLANEOUS PROVISIONS

8.1    Notices. All notices, requests and other communications called for by this agreement shall be deemed to have been given  immediately if made by telecopy or electronic mail (confirmed by concurrent written notice sent first class U.S. mail, postage prepaid), if to Silverberry at the address identified  Attention: Managing Director (e-mail: shayan@silverberrygenomix.com ), with a copy to its General Counsel (e-mail: legal@silverberrygenomix.com ), and if to Licensor at the physical and electronic mail addresses set forth on the signature page of this Agreement, or to such other addresses as either party shall specify to the other. Notice by any other means shall be deemed made when actually received by the party to which notice is provided.

8.2  Miscellaneous Provisions. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement, in whole or  in part, without the other party’s written consent; provided, however, that: (i) either party may assign this Agreement without such consent in connection with any merger, consolidation, any sale of all or substantially all of such party’s assets or any other transactions.  This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. This Agreement may be executed in any number of counterparts,

all of which taken together shall constitute a single  instrument. Execution and delivery of this Agreement may be  evidenced by facsimile transmission.

The parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

 

EXHIBIT A

DEFINITIONS

        “Advertising Rights” shall mean the advertising and promotional rights sold or licensed with respect to Content Pages.

        “Affiliates” shall mean any company or any other entity world-wide, including, without limitation, corporations, partnerships, joint ventures, and Limited Liability Companies, in which Silverberry owns at least a ten percent ownership, equity, or financial interest.

        “Content Pages” shall mean those pages in the Silverberry Property that contain Licensor Content and that are co-branded with both Licensor Brand Features and Silverberry Brand Features.

        “Enhancements” shall mean any updates, improvements or modifications made to, or derivative works created from, the Licensor Content by Licensor.

        “Intellectual Property Rights” shall mean all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.

        “Internet” shall mean the collection of computer networks commonly known as the Internet, and shall include, without limitation, the World Wide Web.

        “Licensor Brand Features” shall mean all trademarks, service marks, logos and other distinctive brand features of Licensor that are used in or relate to the Licensor Content, including, without limitation, the trademarks, service marks and logos described in Exhibit B hereto.

        “Licensor Content” shall mean, collectively, all materials, data, and similar information collected, produced, and owned by Licensor, which is a collection of HTML files and certain related scripts, as further described in Exhibit B attached hereto, including, without limitation, all Enhancements.

        “Silverberry Brand Features” shall mean all trademarks, service marks, logos and other distinctive brand features of Silverberry that are used in or relate to a Silverberry Property, including, without limitation, the trademarks, service marks and logos described in Exhibit B.

        “Silverberry Properties” shall mean any Silverberry branded or co-branded media

properties, including, without limitation, Internet guides, developed in whole or in part by Silverberry or its Affiliates and distributed or made available by Silverberry or its Affiliates over the Internet.

EXHIBIT B

LICENSOR CONTENT

LICENSOR BRAND FEATURES

http://www.epicureanbb.com/

Silverberry BRAND FEATURES

See the list at https://silverberrygenomix.com/trademark/

EXHIBIT C

DELIVERY AND TECHNICAL SPECIFICATIONS

  •       Licensor’s Responsibilities:

        Inform Silverberry on any claim, dispute or potential copyright violation of the content that Silverbry may have used on its properties provided by the Licensor

  •       Silverberry’s Responsibilities:

        Display Licensor’s Link of Instructions on its page where Licensor’s content is used