License Agreement

Coulee Techlink, Inc LICENSE AGREEMENT

This License Agreement (“Agreement”) entered into by and between Coulee Techlink, Inc. (“Licensor”), a Wisconsin corporation, 1111 Linden Dr, Suite 201, Holmen, Wisconsin 54636 and the customer (“Licensee”) determines the rights and licenses granted to Licensee and the Licensed Software (as hereinafter defined) supplied by the Licensor hereunder.

1. Definitions. As used herein, the following definitions shall apply:

• “Licensed Software” or “Software” shall mean that software commonly known as that software described on that License Agreement Summary, all Modifications, updates and revisions thereto supplied by Licensor’s and/or Licensee during the Term hereof and all permitted copies of the foregoing.
• “Licensee’s Business” shall be that business described on that License Agreement Summary.
• “Use” or “Used” shall mean the reading of the Licensed Software and the execution of such Licensed Software, in whole or in part.
• “Modification” means deleting code from, adding code to, or altering the code in the Licensed Software.
• “Modify” means to create or engage in creating a Modification.
• “Copy” means the medium on which information is fixed on a temporary or permanent basis and from which it can be perceived, reproduced, used, or communicated, either directly or with the aid of a machine or device.
• “License Agreement Summary” means that attachment to this Agreement that summarizes and includes the terms of this Agreement and is incorporated by reference into the terms of this Agreement as if written in this Agreement.

2. License.

                       Subject to the payment of the License Fee and charges to Licensor, Licensor hereby grants to Licensee and Licensee hereby accepts a Non-Exclusive and Non-Transferable license to Use the License Software during the term hereof. “Non-Exclusive” means a license that does not preclude the Licensor from transferring the same information, information rights, or contractual rights within the same scope, including consignment of a copy to any other licensee. “Non-Transferable” means a license that may not be sold, gifted, or otherwise transferred by the Licensee to any party other than the Licensee, and that the Software may not be Used other than by the Licensee.

3. License Fees, Charges and Taxes.

 The license fees and charges for the license herein granted to Licensee shall be as described on that License Agreement Summary (“License Fee”).

• Licensee shall pay all taxes based on, or in any way measured by this License Agreement, the Licensed Software or any portion thereof, or any services related thereto, excluding only taxes based on Licensor’s net income, but including sales taxes and/or personal property taxes, if any. If Licensee challenges the applicability of any such tax, he/she/it shall pay the same to Licensor and Licensee and may thereafter seek a refund thereof.

5. Term of License Agreement and Licenses. Unless otherwise terminated or cancelled as provided herein, the term of the licenses granted herein shall commence as described in the License Agreement Summary and continue until terminated (“Term”).
6. Protection of Licensed Product.

• Licensee acknowledges and agrees that the License Software and all copies thereof, are Licensor’s sole and exclusive property and constitute the Licensor’s intellectual property and valuable trade secret. Licensee shall not claim any ownership right to the Licensed Software or any derivative, compilation, sequel or series, or related Licensed Software owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title or interest in the Licensed Software other than the right to the same in accordance with the terms of this Agreement. Licensee agrees not to make software similar to the Licensed Software. Licensee admits the validity of all copyrights for the Licensed Software and all associated intellectual property registrations, acknowledges that any and all rights that may be required by Licensee because of its use of the Licensed Software shall inure to the sole benefit of Licensor.
• Licensee may not disclose or make available to third parties, the Licensed Software or any portion thereof without Licensor’s prior written approval.
• The Licensee shall hold the Licensed Software in strict confidence and shall not use the Licensed Software for any purpose other than the Licensee’s Business. The Licensee shall not disclose or allow disclosure of the Licensed Product except that the Licensee may disclose the Licensed Software, to the Licensee’s officers, directors, members, employees, agents, representatives and affiliates (“Representatives”) to the extent reasonably necessary to permit those Representatives, who have the need to Use the Licensed Software, to assist the Licensee to Use the Licensed Software in the Licensee’s Business. Provided however, that the Licensee shall require each of the Representatives to abide by the terms of this Agreement to the same extent as if each Representative was a party hereto, and the Licensee shall be responsible for any breach of this Agreement by any of the Licensee’s Representative. In complying with the terms of this paragraph and this Agreement, the Licensee shall use reasonable care to maintain confidentiality of the Licensed Software. Furthermore, the Licensor may require that any or all Representatives of Licensee acknowledge and agree that the Licensed Software and all copies thereof are the Licensor’s exclusive property and to maintain the confidentiality of the Licensed Property prior to, or as a condition upon, Use of the Licensed Software by the Licensee’s Representatives.
• All Licensed Software shall be destroyed or erased promptly upon termination, cancelation or expiration of this Agreement, except that a single copy of the Licensed Software shall be promptly returned to the Licensor.

6. Reproduction and Modification of Licensed Software.

• Licensee may reproduce the Licensed Software for Use only by the Licensee by the Licensee’s Business. All copies of the Licensed Software, in whole or in part, shall contain all of Licensor’s restrictive and proprietary notices as they appear on the copies of Licensed Software provided by Licensor.
• Licensee may modify the Licensed Software and merge it into existing software that is either owned by Licensee (“Licensee Software”) or by a third party (“Third Party Software”) (Licensee Software and Third Party Software shall herein jointly be referred to as “Modified Software”). Modified Software shall be deemed to be included in the term Licensed Software, and subject to all of the terms and conditions of this Agreement. Upon any termination, cancellation or expiration of any license granted herein, Licensee shall remove Third Party Software from the Licensed Software and the Licensee Software and deliver a complete copy of the Licensed Software and the Licensee Software, without the Third Party Software, to the Licensor. Licensee shall certify the destruction of all other copies the Licensed Software and the Licensee Software to the Licensor. Licensee shall have no right thereafter to use the Licensed Software, or the Licensee Software, or any portion thereof.
• All software is owned by 1337.42 LLC with Coulee Techlink, Inc being an authorized reseller. Software improvements or customization is done by Coulee Tech, Inc under Coulee Techlink Inc’s license to distribute.

7. Services. Licensee shall have the sole and exclusive responsibility for the selection, installation, and Use of the Licensed Software. Licensor may provide Licensee with installation, technical support, training related to Use of the Licensed Software, and modification of the Licensed Software (“Services”) under the terms and conditions of a separate agreement, at Licensor’s then current charges therefor. Licensor shall have no obligation to provide these Services to the Licensee except pursuant to the terms of a separate written agreement executed by the Licensor and the Licensee.
8. Negation of Warranty. THE LICENSED SOFTWARE IS PROVIDED ON AN “AS-IS” BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OF THE LICENSED SOFTWARE, ACCURACY OF INFORMATION CONTENT, FITNESS FOR LICENSEE’S PURPOSE OF SYSTEM INTEGRATION. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE LICENSED SOFTWARE AND LICENSOR SHALL HAVE NO LIABILITY THEREFORE LICENSOR PROVIDES NO WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANOTHER.
9. Negation of Proprietary Rights Indemnity. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH The LICENSEE’S QUIET ENJOYMENT OF THE LICENSED SOFTWARE OR AGAINST INFRINGEMENT, AND LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE LICENSED SOFTWARE OR ANY PORTION THEREOF.
10. Termination/Cancellation.

(a)        Licensor may terminate/cancel this Agreement and any license granted to Licensee hereunder, if:

• Licensee fails to pay Licensor any other License Fee or charges;
• Licensee is in default of any other provision hereof and such default has not been cured within 30 days after         Licensor gives Licensee written notice thereof;
• Licensee becomes insolvent or seeks protection, voluntarily       or involuntarily, under any bankruptcy law;
• Licensor provides Licensee 30 days written notice of

(b)        In the event of any termination/cancellation hereof or of any license granted to Licensee hereunder, Licensor may:

• Declare all amounts owed hereunder to Licensor to be immediately due and payable;
• Require that Licensee cease any further Use of the Licensed Software or any portion thereof and immediately         return the Licensed Software and all copies thereof, in        whole or in part;
• Prevent the Licensee from obtaining access to the Licensed Software, and/or the Modified Software; and
• Cease performance of all of Licensor’s obligations hereunder without liability to Licensee.

(c)        Licensor’s foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor in law and in equity.

11. Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LICENSOR’S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO LICENSOR HEREUNDER BY LICENSEE. IN NOT EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OF THE LICENSOR IN THE DELIVERY OF THE LICENSED SOFTWARE OR IN THE PERFORMANCE OF SERVICES UNDER THIS LICENSE AGREEMENT OR RELATED AGREEMENTS.

12. General.

• The effective date of this Agreement shall be as of 1st use of said software.

• This Agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. This Agreement may be amended only by a writing executed by the authorized representatives of both parties.

• This Agreement and the licenses granted hereunder may not be transferred or assigned by Licensee with the prior written consent of Licensor.

• This Agreement shall be interpreted in accordance with the substantive laws of the State of Wisconsin.

• This Agreement may be signed by any party in counterparts, and the Agreement will be binding as to all parties.

• This Agreement may be hand signed or signed electronically by the parties and be binding on all parties.

• Any individual that signs on behalf of a party represents and warrants that he/she has the authority to legally bind the party, and hereby indemnifies and holds harmless and agrees to defend the other party, including reasonable attorney’s fees thereto.