Slint Ambassador License

The following text contains the License Agreement for the Ambassador program.

The first part is common with our standard commercial license agreement, but the exhibits are different, in particular B, C and E.

Slint.

Software License Agreement.

version 1.1

This Software License Agreement (the “Agreement”) is made by and between SixtyFPS GmbH with offices at Am Panke-Park 47, 16321 Bernau bei Berlin, Germany (“SixtyFPS”), and ________________________________ with offices at _______________________________ (“Customer”) as of the date of the last signature (the “Effective Date”) received by the parties below. Each Party to this Agreement may be referred to herein individually as a “Party” or collectively as the “Parties.”

WHEREAS, SixtyFPS wishes to grant Customer a license to SixtyFPS’s proprietary software as specified in Exhibit A which are provided to the Customer subject to the terms of this Agreement; and

WHEREAS, Customer desires to license the Licensed Software, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

This Agreement incorporates by reference any of the following Exhibits that are attached to this Agreement (noting that certain of such Exhibits may be intentionally omitted):

Exhibit A Licensed Software

Exhibit B Support and Upgrades

Exhibit C Fees

Exhibit D Products

Exhibit E References

Any Exhibit may be amended from time to time by written agreement of the Parties.

  1. The Term of this Agreement shall begin on the Effective Date and shall continue unless terminated earlier as herein provided ("Term").

  2. The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.

  3. The Licensed Software may provide links to third Party libraries or code (collectively "Third Party Libraries") to implement various functions. Third Party Libraries do not comprise part of the Licensed Software. In some cases, access to Third Party Libraries may be included along with the Licensed Software delivery as a convenience for development and testing only. Customer acknowledges (1) that some Third-Party Libraries may require additional licensing of copyright and/or patents from the owners of such, and (2) that distribution of any of the Licensed Software referencing any portion of a Third-Party Library may require appropriate licensing from such third parties. All such Third Party Libraries, along with applicable copyright notices and licenses, will be listed and made available to Customer.

  4. Any updates or other components of the Licensed Software, as specified in Exhibit A, that Customer receives separately as part of the Licensed Software ("Updates") may be bound by any additional license terms that accompany such Updates. Access to such Updates require Customer’s consent to any such additional license terms, without which Customer may not install, copy, or otherwise use such Updates.

  5. SixtyFPS may provide Customer with software support for and access to upgrade ("Support and Upgrades") the Licensed Software during the Term as specified in Exhibit B.

  6. SixtyFPS grants Customer a non-exclusive, perpetual, irrevocable, non-transferable license for users who wish to use the Licensed Software during the Term (“Users”), upon payment of applicable Fees as specified in Exhibit C, for the sole purposes of designing, developing, and testing Customer's software products (“Products”) as further described in Exhibit D. Said license also includes the right to make changes to the Licensed Software.

  7. SixtyFPS grants Customer a non-exclusive, perpetual, irrevocable right to reproduce and distribute the object code form of the Licensed Software exclusively with Products as further described in Exhibit D subject to full and timely payment of applicable Fees as specified in Exhibit C; if said Fees are not paid in full and at their due date, the license shall not be granted and the Products shall be deemed as made in breach of this Agreement ex tunc. Said license also includes the right to make changes to object code of the Licensed Software.

  8. The licenses granted under clauses 6 and 7 shall remain in force in the event of any bankruptcy of SixtyFPS or if SixtyFPS for any reason is wound up, or any other circumstances.

  9. The Parties also agree to all of the following conditions:

    1. Products must be developed using a licensed, registered copy of the Licensed Software,

    2. Customer may not remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Licensed Software,

    3. Customer will indemnify and hold SixtyFPS, its affiliated companies and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of Products, except as set out in clause 9.4. immediately below.

    4. SixtyFPS shall indemnify and hold Customer, its related companies, its suppliers, distributors and customers, harmless from and against any claims from from third parties alleging that the use of the Licensed Software as set out in this Agreement infringes or will infringe such third parties intellectual property rights or other rights.

    5. Products may not compete with the Licensed Software,

    6. Customer may not use SixtyFPS's or any of its suppliers' names, logos, or trademarks to market Products, except to state that the Products were developed using the Licensed Software.

    7. A Party shall promptly notify the other Party if it receives a claim that the other Party shall or may be obliged to indemnify. The Parties shall promptly give each other information and other assistance needed for handling the claim. The Indemnifying Party may, at its cost and in its sole discretion, take control of the defense of such claim, including the conduct of any litigation or arbitration and the negotiation of any settlement, in which case the indemnifying Party shall not compromise or settle or otherwise dispose of the claim, in whole or in part, where such compromise or settlement or disposal would require any admission or stipulation which would reasonably be expected to have an adverse effect on the commercial reputation of the indemnified Party, without the prior written consent of the indemnified Party. Where the indemnifying Party has not taken control of the defense of the claim, the indemnified Party shall not compromise or settle or fail adequately to defend or otherwise dispose of a claim, in whole or in part, without the written consent of the indemnifying Party, such consent not to be unreasonably withheld or delayed.

  10. The Licensed Software is licensed to customer "as is". To the maximum extent permitted by applicable law, SixtyFPS on behalf of itself and its suppliers, disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose. SixtyFPS do warrant title and non-infringement with regard to the licensed software. The warranty disclaimer in the foregoing notwithstanding, Customer may have specific legal rights which may vary from state/jurisdiction to state/jurisdiction; as far as legally permissible, Customer waives any such legal rights vis-à-vis SixtyFPS.

  11. SixtyFPS shall not under any circumstances be liable to Customer based on failure of the Licensed Software if the failure resulted from Customer's changing of the Licensed Software, from Customer's accident, abuse or misapplication, nor shall either party except in case of gross negligence or willful misconduct be liable for special damages, punitive or exemplary damages, damages for loss of profits or interruption of business or for loss or corruption of data, nor shall any award of damages from either party to the other party exceed the total amount Customer payable to SixtyFPS in connection with this agreement.

  12. Each Party shall hold Confidential Information of the other Party, its customers, and licensors in confidence, and without written permission from will not disclose to any person or use for its own benefit, any such information. "Confidential Information" includes without limitation the terms of this Agreement, computer software programs developed or licensed by the Parties, including all documentation and methods or concepts utilized therein, all adaptations and modifications thereto and derivative works thereof, and related materials and information. Confidential Information also includes any other information identified by either Party, its licensors, or customers as proprietary or confidential, or which would reasonably be understood under the circumstances to be confidential. All Confidential Information shall remain the sole property of each respective Party. Information will not be considered to be Confidential Information if (i) available to the public other than by a breach of this Agreement; (ii) rightfully received from a third Party not in breach of any obligation of confidentiality; (iii) independently developed by a Party without access to Confidential Information of the other Party; (iv) known to the other Party at the time of disclosure; (v) produced in compliance with applicable law or a court order, provided the other Party is given notice and opportunity to intervene; or (vi) it does not constitute a trade secret and more than five (5) years have elapsed from the date of disclosure. In addition to any other rights or remedies available, each Party shall be entitled to enforcement of such obligations by court injunction.

  13. During the Term, an independent, certified auditor on SixtyFPS's behalf, may, upon its reasonable request, with 30 (thirty) days written notice, and at its SixtyFPS's sole expense, examine Customer's books and records solely with respect to Customer's use of the Licensed Software. Any such audit shall be conducted during regular business hours at Customer's facilities and shall not unreasonably interfere with Customer's business activities. SixtyFPS' auditor shall not remove, copy, or redistribute any electronic material during the course of an audit. Customer does not implicitly grant SixtyFPS or SixtyFPS' auditor any form of license agreement. If an audit reveals that Customer is using the Licensed Software in a way that is in material violation of the terms of the Agreement, then Customer shall pay SixtyFPS's reasonable costs of conducting the audit. In the case of a material violation, Customer agrees to pay SixtyFPS any amounts owing that are attributable to the unauthorized use. In the alternative, SixtyFPS reserves the right, at SixtyFPS's sole option, to terminate the licenses for the Licensed Software. SixtyFPS auditor shall before the audit sign Customer's standard NDA, and shall only be allowed to report violations of the terms of the Agreement to SixtyFPS, with a copy to the Customer. The Customer shall be provided the right to provide comments to the report before it is finalized.

  14. Customer may assign this Agreement, in whole or in part (whether by operation of law or otherwise), upon notice to SixtyFPS. SixtyFPS shall not assign this Agreement or any of its rights hereunder or delegate any of its obligations hereunder without the prior written consent of Customer. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void.

  15. If Customer materially breaches this Agreement, fails to pay the fees for the Licensed Software, if applicable, fails to comply with a documentation requirement in Exhibit E, if applicable, or infringes SixtyFPS's intellectual property in or to the Licensed Software, SixtyFPS will provide a 60 days written notice to the Customer during which any such breach(es) may be cured, failing which SixtyFPS will terminate the agreement. For each and any instance in which Customer sells his products without paying the Fees due under clause 7, Customer shall pay SixtyFPS a contractual penalty in the amount of EUR 5000 per hardware device.

  16. Customer may terminate this Agreement at any time for any reason upon 90 (ninety) days notice to SixtyFPS and upon payment of all applicable fees and contractual penalties, if any, in connection with the use of the Licensed Software.

  17. Both Parties shall comply with all applicable laws and regulations relating to the Licensed Software in the countries in which the Parties use or modify the Licensed Software.

  18. All notices and communications between the Parties shall be in writing and shall be deemed given when received. For avoidance of doubt, email is considered a writing form of communication.

  19. This Agreement shall be construed, interpreted and governed by the laws of the Federal Republic of Germany.

  20. No term or condition contained in Customer's purchase order will apply unless expressly accepted by SixtyFPS in writing.

  21. This Agreement constitutes the complete agreement between the Parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this Agreement will be effective unless contained in a written document executed by an authorized representative of each Party. If any provision of the Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.

IN WITNESS WHEREOF, the persons signing below warrant that they are duly authorized to sign for, and on behalf of, the respective Parties. This Software License Agreement has been executed in duplicate originals.

SixtyFPS Customer
Name Name
Position Position
Date, Signature Date, Signature
Name Name
Position Position
Date, Signature Date, Signature

Exhibit A - Licensed Software.

Licensed Software Description

Exhibit B - Support and Upgrades.

During the Term, SixtyFPS agrees to provide new releases of the Licensed Software (“Upgrades”) to Customer under this Agreement.

Exhibit C - Fees

The Parties agree that there are no applicable Fees for using the Licensed Software. For the avoidance of doubt, the grants in section 6 and section 7 apply to Customer without any payment.

For the avoidance of doubt, the grants in section 6 and section 7 apply to Customer without any payment, as long as the requirements from Exhibit E are met.

Exhibit D - Products

This Exhibit must be completed upon execution of the Agreement.

The list of Products that are designed, developed and tested using the Licensed Software and are allowed to be distributed in conjunction with the object code of the Licensed Software.

Exhibit E - References

For the purpose of granting visibility through various marketing channels, both Parties agree on the following.

  1. Usage of Name and Logo

Customer grants SixtyFPS the right to use Customer's name and logo in our marketing material to reference Slint users.

  1. Marketing

SixtyFPS may request Customer to collaborate on content creation for marketing and communication purposes. On receiving such a request, the Requestee shall reasonably consider such a request.

Some examples of content creation, but not limited to, are

Some examples of public channels, but not limited to, are

  1. Documentation

Customer agrees to include a notice in the documentation, marketing materials and social media channels related to his Products, that Products were built with Slint.

  1. Testimonial

Customer agrees to provide a written testimonial statement about the use of the Licensed Software to SixtyFPS on request.