Commercial Skhemata Licence Agreement v1

Terms and Conditions for Use, Reproduction and Distribution

NOTICE TO USER: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY.

BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE YOU ACCEPT ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT. YOU ACCEPT THAT THIS AGREEMENT IS ENFORCEABLE LIKE 
ANY WRITTEN NEGOTIATED AGREEMENT DULY SIGNED BY YOU. IF YOU DO NOT AGREE ON ALL 
THE TERMS AND CONDITIONS OF THIS AGREEMENT, STOP THE USE OF THE LICENSED SOFTWARE
IMMEDIATELY.

Definitions

In this Agreement, unless the context requires otherwise, the following words
and phrases shall have the following meanings:

* "Vendor" shall mean Skhemata Inc. or a third party licensing Licensed Software under the Agreement.
* "Licensee" shall mean the entity that has subscribed to a Subscription that includes the right to 
  use Licensed Software.
* "License" shall mean the right to Use Licensed Software according to Agreement by End User.
* "End User" shall mean an end user who is using product for either commercial or non-commercial purposes.
* "Subscription Fee" shall mean a subscription fee offered by Vendor in which Vendor grants rights to use 
  Licensed Software according to the terms of the subscription agreement and this Agreement.
* "Licensed Software" shall mean an add-on software component, extended support version of Skhemata Platform,
  library, theme, tool or other software or resource that is part of or adds functionality to Skhemata Platform
  or helps End Users in developing applications. Licensed Software include, but are not limited to, user
  interface components, integration components, REST API, themes, libraries, backend code, frontend code
  and any development tools.

The Vendor wishes to licence computer software to the Licensee and the Licensee desires to use the 
software licence under the terms and conditions stated below. 

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged all the parties agree as follows: 

1. Under this Agreement the Vendor grants to the Licensee, against full payment of the Subscription Fee a
  non-exclusive and non-transferable licence (the "Licence") to use the Licensed Software in Project(s) by a End user.
  
2. "Licensed Software" includes the executable computer programs, web based components, web based API's (REST API's), 
   web based user interfaces (UI/UX), the source code and any related printed, electronic and online documentation 
   and any other files that may accompany the product. Any third party code such as libraries, components or other code
   not written or produced by Skhemata Inc. or its employees and contractors is excluded from "Licensed Software" and such
   code may have it's own license agreement(s).

3. Title, copyright, intellectual property rights and distribution rights of the Licensed Software remain exclusively
   with the Vendor. Intellectual property rights include the look and feel of the Licensed Software. This Agreement 
   constitutes a licence for use only and is not in any way a transfer of ownership rights to the Licensed Software.

4. This Agreement grants a site licence to the Licensee.

5. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not 
   transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity.
   The Licensee may not make available the Licensed Software for use by one or more third parties.

6. The Licensed Software may not be re-sold, re-branded, re-packaged, modified, reverse-engineered, or de-compiled in 
   any manner through current or future available technologies.

7. Failure to comply with any of the terms under the Licence section will be considered a material breach of this Agreement.

Licence Fee

8. The licence fee for this Agreement will consist of the original purchase price plus an annual or recurring
   subscription fee or the "Subscription Fee".

Limitation of Liability

9. The Licensed Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will 
   be limited to a maximum of the original purchase price of the Licensed Software or last month of 
   Subscription Fee (whichever amount is lower). The Vendor will not be liable for any general, special, incidental
   or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, 
   loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use 
   or failure to use the Licensed Software.

10. The Vendor makes no warranty expressed or implied regarding the fitness of the Licensed Software for a particular 
    purpose or that the Licensed Software will be suitable or appropriate for the specific requirements of the Licensee.

11. The Vendor does not warrant that use of the Licensed Software will be uninterrupted or error-free. The Licensee accepts
    that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Warrants and Representations

12. The Vendor warrants and represents that it is the copyright holder of the Licensed Software.

Acceptance

13. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") 
    by using all or any part of the licensed software.

User Support

14. No user support or maintenance is provided as part of this Agreement.

Term

15. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

16. This Agreement will be terminated and the Licence forfeited where the Licensee has failed to comply with any of 
    the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason,
    the Licensee will promptly destroy the Licensed Software or return the Licensed Software to the Vendor.

Force Majeure

17. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations
    under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war
    or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to
    mitigate such an event.

Governing Law

18. The Parties to this Agreement submit to the jurisdiction of the courts of the Province of British Columbia, Canada
    for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.
    This Agreement will be enforced or construed according to the laws of the Province of British Columbia, Canada.

Miscellaneous

19. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

20. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.

21. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting
    this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender
    include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the
    feminine gender and vice versa.

22. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be
    invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only
    to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of
    the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

23. This Agreement contains the entire agreement between all the parties. All understandings have been included
    in this Agreement. Representations which may have been made by any party to this Agreement may in some way be
    inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement.
    Only the written terms of this Agreement will bind all the parties.

24. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon using all
    or any part of the licensed software.
    
Notices

25. All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses
    as may be later provided in writing to: Skhemata Inc. - 1100-1631 Dickson Ave. Kelowna, B.C V1Y 0B5, Canada

26. Language

The official text of the Agreement or any notices given or accounts or statements required hereby shall be in English.