LICENSE AND SUBSCRIPTION AGREEMENT

Mobile Application LICENSE AND SUBSCRIPTION AGREEMENT

PLEASE READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “I ACCEPT/AGREE” BUTTON OR “I ACCEPT/AGREE” HYPERTEXT LINK AT THE BOTTOM OF THESE TERMS. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS MOBILE APPLICATION LICENSE AND SUBSCRIPTION AGREEMENT. YOU MAY NOT PURCHASE THE MOBILE APPLICATION UNLESS YOU ACCEPT THE TERMS OF THIS LICENSE.

This Mobile Application License and Subscription Agreement (the “Agreement”) is between you (“Customer”) and Save My Seat LLC, a Pennsylvania limited liability company (“Licensor”). Licensor agrees to provide Customer with access to the mobile application (“Software Product”). Customer agrees to pay the Subscription Payments to Licensor according to the terms of this Agreement.

Definitions.
1. “Customer Download” means the mobile application that shall be downloaded to Customer’s computer or mobile devices after the Customer has properly submitted the required Customer Intake Information to Licensor.
2. “Customer Intake Information” means the contact and payment information of Customer’s authorized representative that shall initiate the use of the Software Product.
3. “Licensor Website” means the Website located at the https://www.savemyseat.app/.
4. “Software Product” means the “Save My Seat” mobile application for managing Customer’s seating reservations at its place of business.
5. “Acceptance” means that the Customer has accepted the terms of this Agreement and has manifested said acceptance by clicking on the “I Accept/Agree” button or “I Accept/Agree” hypertext link at the bottom of this Agreement.
6. “Subscription Payment” is the monthly payments which has been enumerated in this Agreement and which Customer agrees to pay to Licensor for the Software Product.
Licensor’s Duties.
1. Privacy of Customer’s Information. Licensor shall not disclose to third parties any personal information which Customer delivers to Licensor within the Customer Intake Information. The information which the Customer forwards to Licensor through the Intake Information shall be used solely by Licensor for the purposes of billing, advertising, and for notifying Customer of any future information pertaining to the Software Product, such as upgrade information.
2. Provision of Software Product. Licensor shall allow Customer to access the Customer’s Download stage after the Customer has (1) indicated Acceptance of this Agreement, and (2) has properly filled out all Customer Intake Information.
Customer’s Duties.
1. Subscription Payment. Customer agrees to pay Licensor the Subscription Payments as set forth herein.
2. Intake Information. Customer shall enter and forward to Licensor truthful and factually accurate information on the required Customer Intake Information. Customer shall provide credit card information on the Customer Intake Information which Licensor shall use according to and in the amount of the Subscription Payments.
3. Intellectual Property Ownership. Customer recognizes that the entire Software Product is Licensor’s copyrighted and trademarked intellectual property.
License. LICENSOR GRANTS TO CUSTOMER A NON-EXCLUSIVE LICENSE TO USE THE SOFTWARE PRODUCT AS PROVIDED IN THIS LICENSE. THE SOFTWARE PRODUCT IS LICENSED BY LICENSOR TO CUSTOMER FOR CUSTOMER’S USE ONLY ACCORDING TO THE TERMS OF THIS AGREEMENT.
1. Use of Software Product. Customer may install and use the Software Product on its computers and mobile devices. Customer acknowledges and agrees that Customer has no right, power, or authority to make any modifications to or unauthorized copies of the Software.
2. Term of License. This License Agreement is effective until terminated by Licensor or Customer by providing the other party at least thirty (30) days prior written notice. Upon termination, Customer shall permanently delete the Software Product and any backup or archival copy from the computer(s) on which they are stored.
3. Restrictions. Customer may not lease or rent the Software Product. Customer agrees not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software Product or assist someone in performing such prohibited acts. Customer agrees not to transfer or assign this Agreement or the Software Product to another party without the prior written consent of Licensor. If such consent is given and Customer transfers or assigns the Software Product and/or this Agreement, then Customer must not retain any copies of the Software Product. Except as set forth in this provision, Customer may not transfer or assign the Software Product or any rights under this Agreement.
4. Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect the remainder of this Agreement, and this Agreement shall continue in force and effect to the full extent allowed by law.
Copyright. The Software Product is copyrighted material owned by Licensor and is protected by United States copyright law and by international treaties. Customer agrees that Licensor owns and holds title to the Software Product and all subsequent copies thereof regardless of the form or media, and that all title, ownership rights, and intellectual property rights in the Software Product shall remain with Licensor. Customer may not copy or otherwise reproduce any part of the Software Product with the exceptions specified herein. Customer may physically transfer the software electronically over a network but may not distribute the Software Product to others, with the exception enumerated herein.
Subscription Payment. In consideration for access to and use of the Software Product, Customer agrees to pay Licensor an amount equal to ten percent (10%) of the gross revenue generated through the Software Product on a monthly basis (the “Subscription Payment”). The Subscription Payment shall be calculated based on the revenue records maintained by Customer and reported to Licensor no later than the 5th day of each month for the preceding calendar month.

Customer acknowledges and agrees that Licensor shall automatically charge the Subscription Payment to the credit card on file, as provided in the Customer Intake Information, on the 15th day of each month. If Customer fails to report the revenue for any month, Licensor may estimate the Subscription Payment based on prior months’ revenue and adjust the amount once actual figures are received. Failure to make any Subscription Payment when due shall constitute a material breach of this Agreement and may result in suspension or termination of access to the Software Product.

Licensor reserves the right to review and audit Customer’s revenue records related to the Software Product to ensure accuracy of the reported amounts. Customer agrees to provide Licensor with access to such records upon reasonable request. Licensor may, after each calendar year, increase the percentage of the Subscription Payment by no more than five percent (5%) upon providing written notice to Customer at least thirty (30) days prior to the effective date of such increase. All payments are non-refundable and shall be made in U.S. dollars.

Taxes and Compliance. Customer is solely responsible for determining, collecting, reporting, and remitting any and all applicable taxes, including, but not limited to, sales tax, value-added tax, goods and services tax, and any other taxes or duties imposed by any jurisdiction as a result of Customer’s use of the Software Product. Licensor shall not be liable for, and Customer agrees to indemnify and hold Licensor harmless from, any tax-related obligations arising from Customer’s use of the Software Product, or any transactions conducted through the Software Product.
Customer Intake Information. The Customer Intake Information shall include the Customer’s full name, address, phone number, and credit card information. The Customer Intake Information shall also ask Customer to provide voluntary information which Licensor shall use only according to the terms of Paragraph 2(a).
Choice of Law. This Agreement shall be governed by, subject to, and construed in accordance with, the substantive laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. Customer expressly disclaims the applicability of, and waives any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. In an action arising out of or relating to this Agreement, Customer consents to the exclusive jurisdiction of the federal and state courts located in the County of Allegheny, Pennsylvania. CUSTOMER FURTHER AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
Customer’s Indemnification. Customer agrees to defend, indemnify, and hold harmless Licensor, its owners, directors, agents, employees, suppliers and its resellers from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from anybody that result from or relate to Customer’s use, reproduction or distribution of the Software Product or Customer’s breach of any representation, warranty or obligation under this Agreement.
Disclaimer of Warranties. THE SERVICES AND PRODUCTS PROVIDED BY LICENSOR UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OF THE COMPUTER PROGRAM, FITNESS FOR CUSTOMER’S PURPOSE OR SYSTEM INTEGRATION; INFORMATIONAL CONTENT OR ACCURACY; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE. CUSTOMER AGREES THAT ANY EFFORTS BY LICENSOR TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE DISCLAIMER OF WARRANTIES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH CUSTOMER.
Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR LICENSOR WAS GROSSLY NEGLIGENT. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY EXCEED THE AGGREGATE AMOUNT OF SUBSCRIPTION PAYMENTS PAID BY CUSTOMER FOR THE SOFTWARE OVER THE PRIOR TWELVE (12) MONTHS. CUSTOMER AGREES THAT ANY EFFORTS BY LICENSOR TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATION OF REMEDIES. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Customer. In such jurisdictions, Licensor’s liability is limited to the greatest extent permitted by law.
Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only by a written agreement signed by authorized representatives of both parties.
Knowing Consent and Authority to Consent. By downloading, installing or using any part of the Software Product, Customer indicates that Customer has read this Agreement, understands the Agreement, and agree to be bound by its terms and conditions.