Licensing Agreement Offer
Hertoff Inc., a Delaware C Corporation, organized and existing under the laws of the United States, with its principal place of business located at 1111B S Governors Ave, STE 7946, Dover, DE 19904, USA (hereinafter referred to as "Licensor"), hereby extends this Public Offer (the "Offer") to any legal entity or individual (hereinafter referred to as "Licensee"), meeting the eligibility criteria set forth herein, to enter into the License Agreement (the "Agreement") for the use of the Hertoff Business platform (the "Platform") under the terms and conditions specified below.
1. Subject of the Offer
1.1. The subject of this Offer is to grant the Licensee a non-exclusive, non-transferable, and revocable license to access and use the Hertoff Business Platform (hereinafter referred to as "Platform"), developed, owned, and operated by Hertoff Inc. The Platform provides a comprehensive suite of tools for business management, including but not limited to client reservation management, business dashboard creation and management, appointment scheduling, and operational analytics. This license allows the Licensee to utilize the Platform for the purpose of enhancing their business operations, improving client engagement, and streamlining appointment and reservation processes.
1.2. The Licensee is granted the right to access and use the Platform through a web interface or mobile application, subject to the terms and conditions outlined in this Agreement, including any limitations on usage as specified by the Licensor. The Platform's functionalities may include, but are not limited to, setting up and managing an online appointment system, client database management, financial and inventory accounting, and access to various analytical tools designed to assist in business decision-making.
1.3. This license is granted for the sole purpose of enabling the Licensee to benefit from the services provided by the Platform as intended and permitted by the functionalities offered. The Licensee's rights under this license are limited to accessing and using the Platform in accordance with the Agreement and do not extend to receiving any software, code, or documentation in physical or downloadable form.
1.4. The Licensor reserves the right to update, modify, or discontinue any aspect or feature of the Platform at its sole discretion, without prior notice to the Licensee. Such actions may include, but are not limited to, changes in the Platform's functionality, user interface, and service offerings.
1.5. Acceptance of this Offer constitutes the Licensee's agreement to comply with all applicable laws and regulations in their use of the Platform and to ensure that the Platform is not used for any unlawful or unauthorized purposes. The Licensee further agrees to adhere to any operational guidelines or policies provided by the Licensor concerning the proper use of the Platform.
2. Acceptance of the Offer
2.1. Acceptance of this Offer by the Licensee shall constitute the formation of a License Agreement ("Agreement") between Licensor and Licensee under the terms and conditions set forth herein. Acceptance is deemed to occur upon the Licensee's completion of any of the following actions, indicating the Licensee's unequivocal agreement to enter into the Agreement with the Licensor:
a. Completing the registration process on the Hertoff Business Platform through the Licensor’s designated website or mobile application, including the provision of accurate and complete information as required by the registration form, and agreeing to the terms of service as presented during the registration process.
b. Making a payment for the subscription or any service offered by the Hertoff Business Platform, which signifies the Licensee’s intent to use the Platform under the terms specified in this Offer and any associated terms of service or use.
c. Sending a written acceptance via email or any other written form to the Licensor, explicitly stating the Licensee’s intention to accept this Offer and enter into the Agreement under the specified terms.
2.2. The date of Acceptance shall be considered the date on which any of the actions described in section 2.1 are completed by the Licensee. From the date of Acceptance, the Licensee shall be granted the rights to use the Hertoff Business Platform as described in the Subject of the Offer (Section 1), and shall be bound by the terms and conditions of this Agreement.
2.3. This Offer, once accepted, shall remain in effect for the duration specified in the terms of the Licensee's selected subscription plan or until terminated by either party as per the terms and conditions outlined in this Agreement. The Licensor reserves the right to amend the terms of this Offer and the accompanying Agreement at any time. Such amendments shall become effective immediately upon posting of the revised Offer or Agreement on the Licensor's website or directly communicating such changes to the Licensee. The Licensee's continued use of the Platform following any amendments signifies acceptance of the new terms.
2.4. By accepting this Offer, the Licensee acknowledges that they have read, understood, and agreed to be bound by all terms and conditions of this Agreement, including any future modifications, and that the information provided during the registration process is accurate and complete. The Licensee further agrees to update such information as necessary to maintain its accuracy and completeness.
3. License Terms
3.1 Grant of License: The Licensor, Hertoff Inc., hereby grants to the Licensee a non-exclusive, non-transferable, revocable license to access and utilize the Hertoff Business Platform ("Platform") strictly in accordance with the terms and conditions set forth in this Agreement. This License is granted solely for the Licensee’s business operational purposes, specifically for managing client appointments, reservations, and related business functionalities provided by the Platform.
3.2 License Extension: This License is valid for a predetermined term as specified at the point of initial access or subsequent agreement. Upon the expiration of the current License term, the License shall automatically extend for subsequent terms of equal duration unless either party provides written notice of non-extension no less than thirty (30) days prior to the end of the then-current term. The Licensee acknowledges that no subscription fees shall be applicable for the use of the Platform; however, the Licensor reserves the right to introduce such fees upon prior written notice to the Licensee.
3.3 Restrictions: Under this License, the Licensee shall not:
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- Modify, adapt, alter, or create derivative works from the Platform.
- Sub-license, sell, rent, lease, or otherwise transfer rights to the Platform.
- Reverse engineer, decompile, or disassemble the Platform, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of the Platform.
3.4 Intellectual Property Rights: The Licensor retains all rights, title, and interest in and to the Platform, including all related intellectual property rights. The License granted under this Agreement does not constitute a transfer or sale of the Licensor’s intellectual property rights to the Licensee.
3.5 User Content: The Licensee retains ownership of any data, information, or material that the Licensee uploads, submits, or otherwise transmits through the use of the Platform ("User Content"). The Licensee grants the Licensor a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, and display the User Content solely for the purpose of providing and improving the Platform.
3.6 Compliance with Laws: The Licensee agrees to use the Platform in full compliance with all applicable laws, regulations, and ordinances.
3.7 Termination for Cause: The Licensor may terminate this Agreement with immediate effect by providing written notice to the Licensee if the Licensee breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
3.8 Effect of Termination: Upon termination or expiration of this Agreement for any reason, the Licensee shall cease all use of the Platform, and all rights granted to the Licensee under this Agreement will immediately terminate.
4. Intellectual Property Rights
4.1 Ownership: The Licensor, Hertoff Inc., retains all ownership and intellectual property rights in and to the Hertoff Business Platform, including but not limited to all software, applications, code, interfaces, graphics, designs, documentation, and all other components or elements of the Platform. The Licensee acknowledges that the Platform is protected by applicable intellectual property laws and treaties around the world.
4.2 Protection of Rights: The Licensee agrees to respect the intellectual property rights of the Licensor and third parties. The Licensee shall not engage in any action that would infringe, dilute, misappropriate, or otherwise harm the Licensor's intellectual property rights, including, but not limited to, unauthorized use, reproduction, modification, distribution, or creation of derivative works of the Platform or any part thereof.
4.3 License Grant: This Agreement grants the Licensee a limited, non-exclusive, non-transferable, and revocable license to access and use the Hertoff Business Platform strictly in accordance with the terms of this Agreement. This license grant does not convey any rights in the Platform other than those expressly granted herein. All rights not expressly granted to the Licensee are reserved by the Licensor.
4.4 User Content: The Licensee may input or upload content, data, or information to the Platform during the course of using the Platform ("User Content"). The Licensee retains all rights to its User Content. By uploading User Content to the Platform, the Licensee grants the Licensor a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and transmit the User Content solely for the purpose of providing the Platform's functionalities to the Licensee.
4.5 Feedback: The Licensee may, from time to time, provide suggestions, comments, improvements, ideas, or other feedback to the Licensor regarding the Platform ("Feedback"). The Licensee hereby grants the Licensor a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate any Feedback into the Platform or any of the Licensor's current or future products or services.
4.6 No Reverse Engineering: The Licensee agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
4.7 Trademarks: All trademarks, service marks, logos, and brand names associated with the Hertoff Business Platform and Hertoff Inc. are the property of the Licensor. The Licensee is granted no right or license with respect to any of these trademarks, and the Licensee agrees not to use any of these trademarks without the prior written consent of the Licensor.
5. Fees, Payments, and License Expiration Notification
5.1 License Fee and Payment Terms
5.1.1 Initial License Fee: Upon registering for the Hertoff Business Platform, the Licensee is granted a one-month free license period. Following this period, to continue access, the Licensee shall pay a license fee as outlined in the selected subscription package.
5.1.2 Payment Due: Full payment of the license fee for the chosen extension period is due before the expiration of the current license period. Failure to make timely payments will result in the suspension of services as outlined in sections 5.3.3 and 5.3.4.
5.2 Notification of License Expiration
5.2.1 Pre-Expiration Notification: The Licensor commits to notifying the Licensee of the impending license expiration starting from seven (7) days before the expiration date. Notifications will continue until the day of expiration.
5.2.2 Post-Expiration Reminder: Post-expiration reminders will be sent for an additional seven (7) days, providing the Licensee a grace period to renew their license.
5.3 License Expiration Process
5.3.1 Checkout Link: All notifications regarding license expiration will include a direct checkout link, enabling the Licensee to easily extend their license without interruption to their business operations.
5.3.2 Grace Period: A grace period of fourteen (14) days after the license expiration date is provided, during which the Licensee can renew their license. During this period, account access may be restricted, but the client application will not yet be removed from app stores.
5.3.3 Account Suspension: If the license is not renewed within the fourteen (14) day grace period post-expiration, the Licensee's account will be blocked, preventing any access to the Platform's features or data.
5.3.4 Application Removal: Concurrent with account suspension, the client application associated with the Licensee’s business will be removed from app stores, effectively terminating its availability to the public.
5.4 Reactivation Process
5.4.1 License Renewal: The Licensee may reactivate their account and have their client application reinstated in app stores by completing the payment process for a license extension.
5.4.2 Reinstatement: Upon receipt of payment, access to the Platform will be restored, and steps will be taken to relist the client application in the app stores, subject to compliance with app store policies.
5.5 Licensee's Responsibility
5.5.1 Email Address Maintenance: It is the Licensee’s responsibility to maintain an up-to-date email address for receiving notifications and to regularly monitor this email account.
5.5.2 Liability: The Licensor shall not be liable for any service interruption or data loss due to the Licensee's failure to renew the license timely.
6. Term and Termination
6.1 Term of Agreement
6.1.1 Initial Term: This Agreement commences on the Effective Date, as specified upon the Licensee's acceptance, and continues in force for the duration of the one-month free license period provided upon business registration.
6.1.2 Renewal Term: Following the initial term, the Agreement shall automatically transition into successive renewal terms equivalent to the length of the license extension purchased by the Licensee, unless either party provides notice of non-renewal or termination in accordance with the provisions set forth below.
6.2 Termination by Licensee
6.2.1 The Licensee may terminate this Agreement at any time by providing written notice to the Licensor. Termination will be effective at the end of the current billing cycle, ensuring that the Licensee retains access to the Platform for the duration for which they have already paid.
6.3 Termination by Licensor
6.3.1 For Cause: The Licensor may terminate this Agreement immediately upon written notice to the Licensee for any breach of this Agreement that remains uncured after a specified cure period, typically fourteen (14) days following the breach notification.
6.3.2 For Convenience: The Licensor may also terminate this Agreement for any reason by providing at least thirty (30) days written notice to the Licensee.
6.4 Effects of Termination
6.4.1 Access and Data: Upon termination, the Licensee's access to the Platform will be revoked. The Licensee must ensure that all necessary data is exported or backed up prior to the termination effective date as the Licensor is not responsible for retaining or providing access to data post-termination.
6.4.2 Outstanding Fees: At the time of termination, any outstanding fees owed by the Licensee to the Licensor become immediately due and payable.
6.4.3 Removal from App Stores: Corresponding with account suspension, the client application associated with the Licensee’s business will be removed from app stores, aligning with the termination of the license to use the Platform.
6.4.4 Survival: Provisions of this Agreement that, by their nature, should survive termination, including but not limited to intellectual property rights, confidentiality obligations, and liability limitations, will remain in effect after termination.
6.5 Reinstatement
Should the Licensee wish to reinstate their license following termination, they must re-register for the Platform and enter into a new agreement with the Licensor, subject to the then-current terms and pricing.
7. Governing Law
7.1 Applicable Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to any choice or conflict of law provision or rule.
7.2 Jurisdiction: Any legal suit, action, or proceeding arising out of or related to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the city of Dover and County of Kent, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
7.3 Arbitration: At the Licensor’s sole discretion, it may require you to submit any disputes arising from the use of this Agreement, including disputes arising from or concerning its interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
7.4 Limitation on Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
7.5 Compliance with Laws: The Licensee agrees to comply with all applicable laws, statutes, ordinances, and regulations regarding their use of the Platform and their collection and use of personal data. Failure to comply with applicable laws may result in termination of this Agreement, at the Licensor’s discretion.
8. Modifications to the Offer
8.1 Right to Modify: Hertoff Inc. reserves the right, at its sole discretion, to modify or replace any part of this Offer, including but not limited to the terms of the License Agreement, fees, services provided, and any other conditions of use of the Hertoff Business Platform. Any changes made will be aimed at enhancing the service quality, compliance with legal standards, or adapting to technological advancements and market demands.
8.2 Notification of Changes: The Licensor shall notify the Licensee of any significant changes to this Offer or the terms of the License Agreement. Such notification may be provided through the Platform's user interface, via email, or through any other reasonable means of communication, ensuring the Licensee is adequately informed of any amendments.
8.3 Acceptance of Changes: Continued use of the Hertoff Business Platform by the Licensee after any modifications to this Offer or the License Agreement will constitute the Licensee's acceptance of such changes. If the Licensee disagrees with the revised terms, their sole recourse is to discontinue the use of the Platform and terminate the Agreement according to the termination provisions outlined in section 6 of this document.
8.4 Documentation of Changes: The Licensor will maintain an archive or version history of the Offer and the License Agreement changes on the Platform or through direct communication channels with the Licensee. This documentation will enable the Licensee to review the evolution of their agreement terms over time.
8.5 Feedback and Suggestions: The Licensor encourages feedback or suggestions from the Licensee regarding potential improvements to the Platform or the terms of the Offer. While the Licensor is under no obligation to implement such suggestions, they will be considered as part of the Licensor’s ongoing effort to enhance the Platform's value to its users.
9. Contact Information
For any inquiries, concerns, or communications related to this Offer or the License Agreement for the Hertoff Business Platform, Licensees and interested parties may reach out to Hertoff Inc. using the following contact details:
Corporate Address:
Hertoff Inc.
1111B S Governors Ave,
STE 7946,
Dover, DE 19904,
United States of America
Phone Number:
+1 (302) 244-5771
Email Address:
support@hertoff.com