Magna Digital, Inc.
WenTokens License Agreement
This WenTokens License Agreement (this “License”) is a legal agreement between you (or, if you are acting on behalf of a legal entity, the legal entity on whose behalf you are acting) and Magna Digital, Inc. (“Magna”) regarding the use of the WenTokens accompanying this License, whether in source code or object code format (the “Software”). PLEASE READ THIS LICENSE CAREFULLY. BY DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFT-WARE, YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, THEN YOU MAY NOT DOWN-LOAD, ACCESS, OR OTHERWISE USE THE SOFTWARE.
License Grant. THIS FREE LICENSE PERMITS YOU TO USE THE SOFTWARE SOLELY FOR NON-COMMERCIAL PURPOSES AS SET FORTH BELOW. IF YOU WISH TO USE THE SOFTWARE FOR ANY PURPOSE OTHER THAN A NON-COMMERCIAL PURPOSE, PLEASE CONTACT MAGNA TO DISCUSS THE POSSIBILITY OF OBTAINING A COMMERCIAL LICENSE. Subject to the restrictions set forth in this Agreement, Magna hereby grants to you, under Magna’s copyrights in the Software, a non-exclusive, royalty-free, worldwide, non-sublicensable, non-transferable license to use, copy, distribute, make available, and prepare Derivative Works (defined below) of the Software (in both source code and object code format), in each case solely for Non-Commercial Purposes. “Non-Commercial Purposes” means use of the Software solely for your personal benefit, and not (a) to provide (or to facilitate the provision of) products or services to, or otherwise for the benefit of, any third party or (b) for the purpose of making a profit or for any other purpose that results, directly or indirectly, in the payment of fees to you by a third party.
License Restrictions. YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN, OR OTHERWISE TRANSFER THE SOFTWARE OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT. The license granted to you in Section 1 includes the right to modify, adapt, or create derivative works based on the Software (including by merging the Software into another program) (such modifications, adaptations, and derivatives, collectively, “Derivative Works”); provided, however, that any Derivative Works will be deemed Software and may be used and licensed by you solely subject to the terms of this License.
Ownership. The license granted to you in Section 1 is not a transfer or sale of Magna’s ownership rights in or to the Software. Except for the license granted in Section 1, Magna retains all right, title and interest (including all intellectual property rights) in and to the Software. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties. If you provide any feedback to Magna concerning the functionality and performance of the Software (including identifying potential errors and improvements), or if you create any Derivative Works, you hereby grant to Magna a worldwide, irrevocable, perpetual, royalty-free license to use and otherwise exploit the same without restriction.
NO WARRANTIES. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAGNA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND ANY ACCOMPANYING WRITTEN MATERIALS. MAGNA MAKES NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT, NOR ANY WARRANTY THAT THE SOFTWARE WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) UNDER NO CIRCUMSTANCES WILL MAGNA AND ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF MAGNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT WILL MAGNA’S AGGREGATE LIABILITY FOR DAMAGES RELATED TO YOUR USE OF THE SOFTWARE OR THE SUBJECT MATTER OF THIS AGREEMENT EXCEED $100.
Indemnification. You will indemnify and hold harmless Magna and its officers, employees, directors, subsidiaries, representatives, affiliates, agents, and licensors from and against any damages, liabilities, costs, and expenses (including attorney’s fees and expenses) that arise or result from third-party claims, demands, or disputes involving any of the foregoing that are associated with, or arise as a result of, your use of the Software.
General. You may not export or re-export the Software without complying with applicable export control laws and obtaining necessary permits and licenses. This Agreement is the entire agreement between you and Magna, and supersedes any other communications, with respect to the Software. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. Magna may assign this Agreement, including by operation of law, without notice to you and without your consent. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in New York City, New York in connection with any action arising out of or in connection with this Agreement.