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A.JUST CRM "SaaS Owner" represents and warrants that it has full and complete ownership of all right, title, and interest in and to certain Internet Software Services commonly known as JUST CRM (SaaS) ,(hereinafter referred to as the “SaaS”), including but not limited to all Copyrights, Trademarks, Trade names, Service Marks, Patents, and other proprietary rights associated with such SaaS.
B.SaaS Owner” has marketed the SaaS as a Service to the general public pursuant to the terms of standard form end user software licenses, in form attached hereto as Exhibit “B” (“End User License”).
C.Software Lessee wished to lease from the SaaS Owner”, all right, title and interest in and to the SaaS and to assume all obligations under the End User Licenses.
D.SaaS Owner” wishes to lease the SaaS to the Software Lessee and convey and assign the End User Licenses to the Software Lessee, all in accordance with the terms and conditions set forth in this Agreement.
E.SaaS Owner” wished to retain certain limited right to use the SaaS for purposes that are unrelated to the business of licensing the SaaS to end users and wishes to take a license back of certain limited rights to use the SaaS, JUST CRM Gartenstrasse18-20, 80809, München Germany.NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following terms and conditions relative to the sale and purchase of the SaaS.
1.1 SaaS Owner” hereby transfers and conveys to the Software Lessee, for the Purchase Price described herein, and subject to the terms and conditions set forth in this Agreement, all of the SaaS Owner”’s right, title and interest in and to the SaaS, in perpetuity, exclusive to the
rights of any other party, including but not limited to any and all copyrights and rights to copyright the SaaS, all of the exclusive rights of the owner of a copyright under the German Copyright Act, and all trademarks and trade names used in connection with such SaaS, including but not limited to the name JUST CRM.
1.2 The rights transferred and conveyed to the Software Lessee hereunder shall include, but shall not be limited to the following:
the membership package obtained upon purchase.
1.3 The Copyright and right to Copyright the SaaS and all components and functions thereof,
including but not limited to the rights under the Copyright Registered with the GERMAN Copyright Office as JUST DE 230 469 917, the original certificate of registration to be delivered to the Software Lessee.
1.4 Any and all international copyrights or the right to claim copyright protection under all international laws, treaties and conventions and the right to claim copyright protection under the laws of every country and jurisdiction in the world to the extent available.
1.5 Right, title and ownership in and to all media containing copies of the Purchased Program, including but not limited to CD’s, floppy discs, and all other media contained copies of the SaaS.
1.6 All right, title and interest in and to all documentation, tutorials, instructions, help guides and files, and all other documents and items relative to the SaaS, and all proprietary rights, including Copyrights and other rights related thereto.
1.7 All right, title and interest of the SaaS Owner” to all modifications, enhancements, improvements, derivative works and other works based in whole or in part upon the SaaS.
1.8 All right, title, and interest of the SaaS Owner” in, to and under all license, agreement, contracts, leases and other documents to which the SaaS Owner” is a party or third party beneficiary which pertain, directly or indirectly, to the SaaS.
1.9 All rights to enter into license agreements with parties who may currently be using “shareware” versions of the SaaS.
1.10 All customer lists, shareware user lists and other documentation relative to the SaaS.
1.11 SaaS Owner” shall retain, and Software Lessee hereby grants to the SaaS Owner”, a non-exclusive, royalty free, worldwide, irrevocable, perpetual license and right to use, display, publish, publicly perform, sublicense, distribute, reproduce, modify, enhance, and create derivative works based upon the SaaS and documentation so long as such use by the SaaS Owner”
JUST CRM Gartenstrasse18-20, 80809, München Deutschland oes not materially interfere with the Software Lessee’s business of licensing the SaaS to end users pursuant to the end user licenses.
1.12 SaaS Owner” shall not be permitted to offer for sale or license to the general public any product that is substantially equivalent or similar to the use that the end users have for the SaaS.
SaaS Owner” makes the following representations and warranties to the Software Lessee as material inducements for the Software Lessee to enter into this transaction and to purchase the SaaS. All such representations and warranties shall survive the conveyance of the SaaS.
2.1 SaaS Owner” has the exclusive rights in and to the SaaS, including all tangible and intangible property rights to all components of the SaaS and other items conveyed hereunder and the SaaS does not infringe upon or interfere with the patents, copyrights trademarks, trade secrets or other proprietary rights of any other party.
2.2 SaaS Owner” (or bona fide employees) performed all work related to the development of the SaaS and all other items conveyed hereunder, and as such, the SaaS Owner” is the “author” of the SaaS as that term is defined under the GERMAN Copyright Act.
2.3 The SaaS is free and clear of all liens, encumbrances, claims, suits, lis pendens, equities, suits, attachments, or any other right or claim of any third party.
2.4 The SaaS is fully eligible for protection under the GERMAN Copyright Act as an original work of authorship of the SaaS Owner” and upon consummation of the conveyance described herein all such rights will be conveyed unconditionally and in perpetuity to the Software Lessee.
2.5 From and after the date hereof, SaaS Owner” shall not disclose and shall take all affirmative actions necessary to protect against the disclosure or use (use by any third party or by the SaaS Owner”) of all proprietary technical information related to the development of the SaaS. SaaS Owner” acknowledges and agrees that all such information is proprietarily connected to the Purchase Software and that the release, disclosure or use of such information would have an adverse affect on the ability of the Software Lessee to use and exploit the SaaS. As such, such information shall be considered a “trade secret” of the Software Lessee.
2.6 All source code and other systems specifications have been protected as trade secrets and have not been disclosed to any other party. All employees who have had access to any of the same are bound to enforceable confidentiality agreements.
2.7 Appropriate copyright notices have been included on all publications of the SaaS.
2.8 Any and all independent contractors who have contributed any aspect of the development of the SaaS have assigned and conveyed all of their rights in and to any aspect of the SaaS to the SaaS Owner” so that upon conveyance hereunder to the Software Lessee, Software Lessee will JUST CRM Gartenstrasse18-20, 80809, München Deutschland have full and unrestricted title and right to all aspects of the SaaS and will not be subject to any claims from any such independent contractor or any other party.
2.9 SaaS Owner” has not entered into any remarketer agreements, distributions agreements or licenses, or any other agreements that licenses or gives and right to any other party or places any obligation on the SaaS Owner” regarding the marketing, sale or advertising of the SaaS.
3.1 SaaS Owner” represents and warrants to the Software Lessee that it has not granted or licensed any rights to use the SaaS to any party except for those parties ho have licensed the use of the SaaS pursuant to the End-User License, which parties are completely listed in Exhibit “B” attached hereto.
3.2 SaaS Owner” represents and warrants to the Software Lessee that a valid and enforceable End-User License is in full force and effect with each of the end users listed in Exhibit “B” attached hereto and that only the form of End-User License attached hereto as Exhibit “A” has been used in connection with the license of any rights to use the SaaS. Such End-User Licenses have not been amended or modified in any way from the form attached hereto as Exhibit “A”.
3.3 Neither SaaS Owner” nor any other party to and End-User License is in default under their obligations under such license.
3.4 SaaS Owner” represents and warrants that there are no services required to be rendered in connection with any End-User License, including but not limited to and training, warranty coverage, enhancements, modifications, customer support or any other service and SaaS Owner” indemnifies and holds Software Lessee harmless from and against any and all costs associated with the same.
3.5 SaaS Owner” represents and warrants that each end-User License is fully assignable to the Software Lessee without the requirement of receiving any consent or approval from the end user or any other party.
3.6 All End-User Licenses are hereby transferred and conveyed to the Software Lessee. Except as specifically provided herein, Software Lessee assumes all responsibility with respect to the End-User License except that SaaS Owner” retains responsibility for all matters which accrued prior to the date of this Agreement.
3.7 SaaS Owner” shall retain any and all amount paid to the SaaS Owner” relative to the End-User Licenses prior to the date of this Agreement. Software Lessee shall retain all revenues received relative to the End-User Licenses on or after the date of this Agreement.
4.1SaaS Owner” shall have an ongoing obligation following the date of this Agreement to execute any documents of conveyance and to take all further actions reasonably required by the Software Lessee to fully transfer ownership in all items being conveyed hereunder to the Software JUST CRM Gartenstrasse18-20, 80809, München Deutschland Lessee and to record said assignments with all applicable governmental offices and confirm the Software Lessee’s ownership to any third party.
4.2 The requirement to execute further documents and take further actions shall include, but shall not be limited to (i) execution, acknowledgments and delivery of affidavits, assignments, deeds, bills of sale, confirmations, certificates and other documents, (ii) providing depositions and court testimony confirming ownership and conveyance, (iii) executing certificates to auditors, and (iv) such other actions that are reasonably requested by the Software Lessee.
4.3 Software Lessee shall have an ongoing obligation following the date of this Agreement to execute and documents and take all further actions reasonably required by the SaaS Owner” to confirm and effectuate the License to use the SaaS that is retained by and granted to the SaaS Owner” hereunder.
5.1 SaaS Owner” represents and warrants, in addition to the other representations and warranties containing in this Agreement, that the SaaS functions in full conformance with the Software Specifications that have been provided to the Software Lessee in all material respects. SaaS Owner” shall be responsible to the Software Lessee for all costs and expenses of the Software Lessee that are necessary to cause the SaaS to function to specification as a whole or in connection with any End-User.
5.2 Except as otherwise specifically warranted in this Agreement, SaaS Owner” DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.1 Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses listed below, except for any notice of termination of this Agreement which shall be in writing and sent by Certified Mail, Return Receipt Requested and shall be deemed to have been delivered 3 business days after the date of mailing. Email addresses for such notices shall be:If To SaaS Owner” This e-mail address is being protected from spambots. You need JavaScript enabled to view it
6.2 Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned by the parties hereto except that the representations and warranties made by the SaaS Owner” shall survive the transfer of the SaaS and shall be for the benefit of any subsequent assignee or Lessee of the SaaS from the Software Lessee. JUST CRM Gartenstrasse18-20, 80809, München Deutschland
6.3 In interpreting the terms of this Agreement, the parties agree that the laws of the State of Bayern shall be applicable.
6.4 This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set on the order and payment receipt upon purchase with full knowledge of its content and significance and intending to be legally bound by the terms hereof.