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SOFTWARE LICENSING AND SERVICING AGREEMENT

THIS SOFTWARE LICENSING AND SERVICING AGREEMENT (the “Agreement”) is entered into as of the date of final execution by all Parties (the “Effective Date”) by: (1) Pattern Resource Group LLC, with an address of 1600 North Boonville Avenue, Suites B & C, Springfield, MO 65803 (“Licensor”);

and (2) (“Licensee”) , with an address of

(“Licensee”). Licensor and Licensee are hereinafter sometimes jointly referred to as the “Parties” and each separately as a “Party.” 

BACKGROUND

          A.     Licensor is the owner of a certain software and application platform, more fully defined below as the “Software.”

          B.     Licensee desires a non-exclusive license to use some of the products of the Software known as the Licensed Property (as defined below) and to engage Licensor to provide certain Services (as defined below) relating to the Licensed Property.

          C.     Licensor is willing to grant such a license and to perform the requested Services on the terms and conditions set forth in this Agreement.

          D.     The Parties have agreed, in consideration for the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound legally hereby, to the terms and provisions of this Agreement.

 

AGREEMENT

          NOW THEREFORE, with the foregoing Background deemed incorporated herein by this reference as though set forth fully and at length, in consideration for the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound legally hereby, the Parties hereto agree as follows:

1.       Definitions.

          In addition to the definitions set forth elsewhere in the body of this Agreement, the following capitalized words and phrases used in this Agreement have the following meanings:

(a)    “Affiliate” means, with respect to any Person, any other Person that controls or is controlled by or under common control with such Person. PROVIDED, HOWEVER, that a Person is to be deemed to be an Affiliate only so long as such control exists. For the purposes of this definition “control,” when used with respect to any Person, means ownership of at least fifty percent (50%) of the voting stock, shares, or other equity interest in the controlled Person and possession of the power to direct or to cause the direction of the management and policies of the controlled Person.

(b)    “Agreement” means this instrument together with any and all exhibits, schedules, addenda, or other documents of any nature whatsoever attached hereto or otherwise referred to herein, all of which are incorporated herein for all purposes and made an integral part hereof, as though set forth fully and at length.

(c)    “Authorized Users” means Licensee, its subsidiaries and Affiliates, the officers, directors, employees, staff, volunteers, independent contractors, other agents or representatives, and customers of any of the foregoing, or any one or more of them or any one or more of them, but only to the extent that they are engaged in a Permitted Use.

(d)    “Business Day” means any weekday other than a federal public holiday in the United States of America.

(e)    “Business Hours” means the hours of 09:00 to 17:00 on any given Business Day

(f)    “Charges” means:

(1)    All License Fees and any other costs, fees, or charges that Licensor is authorized or permitted to charge or to collect from Licensee under the terms of this Agreement.

(2)    Any shipping costs, duties, bank fees, sales, use, excise, value-added, or other taxes of any nature whatsoever, only excepting taxes based on Licensor’s income, imposed by applicable law:

(i)    That Licensor must pay based on Licensee’s use of the Licensed Property and/or Services ordered by Licensee; or

(ii)    Otherwise relating to the subject matter of this Agreement.

(3)    Any other costs, fees, damages, or charges incurred, payable by, or assessed against Licensor relating to the subject matter of this Agreement, including without limitation, upon failure by Licensor to comply with any of its obligations under this Agreement, prejudgment and post-judgment interest, late fees, attorneys’ fees, and costs of collection.

(g)     “Confidential Information” means financial and other information disclosed by either Party during the term of this Agreement and that a reasonable person would expect to be kept in confidence. The definition of “Confidential Information” also includes the existence and terms of this Agreement and any information specifically designated by the Disclosing Party (as defined below) as Confidential Information. For purposes of this Agreement, “Confidential Information” does not include any information that:

(1)    Prior to any disclosure covered by this Agreement was known to the Receiving Party (as defined below) to be free of any obligation to keep it confidential, as evidenced by documentation in the possession of the Receiving Party (as defined below);

(2)    Is or becomes publicly available, other than by unauthorized disclosure by the Receiving Party (as defined below);

(3)    Is received from a third party and the disclosure of which does not violate any confidentiality obligation or other restriction on disclosure; or

(4)   Is developed independently by the Receiving Party (as defined below) without use of any Confidential Information.

(h)    “Customizations” means any customizations, updates, upgrades, enhancements, or corrections to the Software.

(i)    A “Disclosing Party” is a Party who discloses Confidential Information to any other Party.

(j)   “Documentation” means the end user and other documentation, if any, produced by Licensor and delivered with the Licensed Property or otherwise made available by Licensor to Licensee, and listed as part of Schedule 1 attached hereto.

(k)   “Financial Agreement” means the Financial Agreement signed on or about even date herewith setting forth the terms by which the Licensor will pay the License Fees, and a copy of which is attached hereto asSchedule 2 attached hereto.

(l)    “Force Majeure” means any acts of God; strike; lockout; material or labor restriction by any governmental authority or any delays, backlogs, or slowdowns associated with the same; inability to obtain materials due to supply chain disruptions; civil riot; declared state of emergency or public health emergency or pandemic (including, without limitation, Covid-19); government mandated quarantine or travel bans; government mandated closures, disruption, breakdown, delayed production or interruption for any period of time; interruptions to transportation, or the use of equipment, labor, or materials, including, without limitation, the closure of government buildings, airports, harbors, railroads, or pipelines, or other infrastructure due to worldwide or regional pandemic or other health related event disruptions; and any other cause not reasonably within the control of such Party and which by the exercise of due diligence such Party is unable, wholly or in part, to prevent or overcome.

(m)   “Initial Term” means the period of time beginning on the Effective Date and ending two (2) years after the Effective Date.

(n)    “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights. The definition “Intellectual Property Rights” includes, but is not limited to, copyright and related rights, database rights, confidential information, trade secrets, non-public know-how, business names, trade names, trademarks, service marks, passing off rights, discoveries, improvements, concepts, ideas, methods, processes, procedures, designs, plans, schematics, invention disclosure statements, drawings, formulae, technical data, specifications, research and development information, technology and product roadmaps and data bases, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights, rights in designs, and other proprietary or confidential information of any nature whatsoever.

(o)    “License Fees” means those fees and charges payable to Licensor by Licensee for the rights granted to Licensee in this Agreement and for the Services.

(p)    “Licensed Property” means the portion of the Software and the Documentation, if any, for which Licensee has, under the terms of this Agreement, received a license and in which the Licensee has been given rights, as more fully described on Schedule 3 attached hereto. The definition of “Licensed Property” includes any Customizations to the Licensed Property that Licensor may, in the exercise of its sole discretion, deliver to Licensee or permit Licensee to make pursuant to the provisions of Section 2(c) of this Agreement. 

(q)    “Permitted Uses” means any one or more of the uses listed on Schedule 4 attached hereto.

(r).   “Person” means any individual, partnership, corporation, trust, limited liability company, governmental or quasi-governmental department or agency, or any other organization or entity of any description whatsoever.

(s)    A “Receiving Party” is a Party who receives Confidential Information from a Disclosing Party or from any other Person.

(t).   “Renewal Term” means any extension, pursuant to Section 7(a) of this Agreement, of the Initial Term.

(u)    “Schedule” means any schedule attached to the main body of this Agreement.

(v)    “Services” means those support, maintenance, and other services to be provided, during the Term, by Licensor to Licensee, as more fully described on Schedule 5 attached hereto.

(w)    “Software” means the proprietary software and application platform developed by the Licensor and named “Pattern Platform,” and all related software and application platforms, all related object code (machine readable) versions of any computer programs or apps offered by Licensor and any ancillary data files, modules, libraries, tutorial, or demonstration programs or other components and copies of any of the foregoing or portions thereof, together with all other items listed on the Software License Details listed as part of Schedule 3 attached hereto, and any Customizations to any of the foregoing or portions thereof that Licensor may, in the exercise of its sole discretion, deliver to Licensee. The definition of “Software”includes, but is not limited to, the Licensed Property and the Documentation.

(x)    “Term” means the term, whether the Initial Term or, if the Initial Term is extended, the Initial Term together with any Renewal Term, of this Agreement, beginning on the Effective Date and ending on the Termination Date, as defined below.

(y)    “Termination Date” means the date on which the Term ends, either by its terms in accordance with the provisions of Section 7(a) of this Agreement or pursuant to a Termination Event, as defined by and in accordance with the provisions of Section 7(b) of this Agreement.

 

2.        Grant of License & Prohibitions as to Licensed Property.

(a)     Grant; Limitations.      Subject to the observance by Licensee of the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use, during the Term, the Licensed Property solely for Permitted Uses. Licensee may grant sublicenses hereunder to its Affiliates for use in accordance with the terms of this Agreement, as long as Licensee assumes full responsibility for the compliance of such Affiliate with this Agreement. Other than for Permitted Uses, no other sublicensing or access to the Licensed Property is permitted.

(b)     Delivery. Within ten (10) Business Days of the Effective Date, Licensor shall make the Licensed Property available to Licensee in accordance with the procedures as set forth in the description of the Services.

(c)     Customizations. Licensor may also, in the exercise of its sole discretion, grant or withhold permission to Licensee to make Customizations. If granted, then to be effective, said permission must be in writing and will be subject to the following conditions:

(1)     Licensor will continue to own all right, title, and interest in and to the Software and in all Intellectual Property Rights embodied therein or related thereto including, but not limited to, the source and object codes and any Customizations.

(2)     No Intellectual Property Rights in any such Customizations are granted to Licensee by implication, estoppel, or otherwise.

(3)     Licensee shall make any Customizations strictly in accordance with the instructions, limitations, or other specifications and subject to the specific terms set forth by Licensor, in the exercise of its sole discretion, in Licensor’s written permission to Licensee to make Customizations.

(4)    Licensee shall make any Customizations in accordance with industry standards and in a professional and workmanlike fashion.

(5)     All Customizations will remain free from material programming errors and defects in workmanship and materials and will substantially conform to the specifications and any related documentation throughout the Term of this Agreement. If material programming errors are discovered during the Term, Licensee shall promptly remedy such errors at no additional expense to Licensor.

(6)     Licensee shall abide strictly by any other conditions or terms set forth by Licensor, in the exercise of its sole discretion, in the written permission to make Customizations.

(d)    Data Collection. To the extent that the Licensed Property is used by Licensee to collect data of Authorized Users, Licensee will be responsible for determining the site(s) for such data storage. Licensor hereby disclaims responsibility for the collection, storage and management of Authorized User data and any liability therewith. Any such data collected by the Licensed Property is automatically to be delivered to such data storage site(s) as determined by Licensee, in the exercise of its sole discretion, and will remain the property of Licensee.

(e)    Copies. Licensee may make copies of any portion of the Licensed Property in executable code form as necessary for use by Licensee and for backup or archive purposes. Licensee agrees to maintain records of the location and use of each copy, in whole or in part, of any portion of the Licensed Property. The entirety of the Software is copyrighted but unpublished by Licensor. Licensee agrees to reproduce and apply the copyright notice and proprietary notice of Licensor to all copies made hereunder, in whole or in part and in any form, of any portion of the Licensed Property.

(f)    Property Rights. Licensor retains all ownership and Intellectual Property Rights to the Software and Licensed Property. Third party technology that may be appropriate or necessary for use with the Licensed Property is specified in the Documentation. Such third-party technology is licensed to Licensee under the terms of the third-party technology license agreement specified in the Documentation and not under the terms of this Agreement.

(g)    Trade Secrets. Licensee agrees, understands, and confirms that the Software and all associated trade secrets, including but not limited to the Licensed Property, its configurations, architecture, communications and performance benchmarks, are the exclusive property of Licensor and that Licensor considers all of the foregoing to be proprietary to it and Confidential Information of great value. Licensee agrees that:

(1)    Without Licensor’s prior written consent, which consent may, at Licensor’s sole discretion, be granted or withheld by Licensor, not to disclose, disseminate, or transmit the Software, Licensed Property, any associated trade secrets, or any portion of them, via any medium whatsoever;

(2)    Without Licensor’s prior written consent, which consent may, at Licensor’s sole discretion, be granted or withheld by Licensor, not to make available or to grant access to the Software, Licensed Property, any associated trade secrets, or any portion of them, to any Person other than Authorized Users engaged in Permitted Uses;

(3)     Without Licensor’s prior written consent, which consent may, at Licensor’s sole discretion, be granted or withheld by Licensor, not otherwise to make available in any form the Software, Licensed Property or any associated trade secrets to any other Person; and

(4)     Licensee shall treat the Licensed Property and other Software with at least the same degree of care with which Licensee treats its own Confidential Information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Property and other Software or that is required by Section 10 of this Agreement.

(h)    License Restrictions. Any use of the Licensed Property not expressly permitted by this Agreement is prohibited. Without limiting the generality of the foregoing, Licensee will not:

(1)    Permit persons other than Authorized Users engaged in Permitted Uses to access or use the Licensed Property (or any part thereof);

(2)    Remove or modify any program markings or any notice of Licensor or of its Licensor’s proprietary rights;

(3)    Cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the programs; or

(4).   Use the Licensed Property (or any part thereof) in breach of any applicable laws or regulations.

(i)     No Other License. Except as expressly set forth in this Agreement, no license or other rights are granted to Licensee and none is to be deemed granted by implication, estoppel, or otherwise

3.       Provision of Services.

          During the Term, and provided that Licensee has complied fully with its obligations under the terms of this Agreement, Licensor shall provide to Licensee and shall perform the Services described on Schedule 5 attached hereto. Other than the described Services, Licensor is under no obligation to provide any other services to Licensee with respect to the Licensed Property or the Software.

4.        License Fees and other Charges.

(a)     Payment of License Fees. Licensee shall pay, according to Schedule 2 attached hereto, the License Fees to Licensor.

(b)     Payment of Additional Charges. If Licensor, in its sole discretion, determines that any additional Charges are due and payable by Licensee, then Licensor shall prepare and deliver to Licensee an invoice describing such additional Charges and Licensee shall pay to Licensor all said additional Charges no later than thirty (30) days after delivery of the invoice to Licensee.

(c)     Method of Payment of License Fees and Other Charges. Licensee shall pay the Charges by using the method or methods provided by Licensor to Licensee from time to time.

(d)     Late Charges and Interest. If Licensee does not pay any amount properly due to Licensor under this Agreement, then from and after the date that is ten (10) days after the date on which payment was due:

(1)     A late charge equal to ten per cent (10%) of the overdue and unpaid amount will be assessed against Licensee; and

(2)      Interest will accrue on any overdue amount, including any late charges assessed, at the rate of 1.5% per month. Interest will accrue daily until the date of actual payment and will be compounded at the end of each calendar month until all overdue amounts, including all accrued and compounded interest, are paid in full.

5.       No Warranty; Disclaimers.

          THE LICENSED PROPERTY, AND ANY OTHER PART OF THE SOFTWARE PROVIDED TO LICENSEE, IS PROVIDED TO LICENSEE ON AN “AS IS” “WHERE IS” BASIS WITHOUT WARRANTY AND LICENSEE’S USE THEREOF IS AT ITS OWN RISK. LICENSOR DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, AND LICENSEE RELEASES AND WAIVES, ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY WARRANTY ARISING UNDER STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE LICENSED PROPERTY OR ANY OTHER PART OF THE SOFTWARE PROVIDED TO LICENSEE IS ACCURATE OR WILL MEET LICENSEE’S REQUIREMENTS, WILL OPERATE IN ANY COMBINATION THAT MAY BE SELECTED FOR USE BY LICENSEE OR IN COMBINATION WITH OTHER SOFTWARE, OR WILL OPERATE UNINTERRUPTED OR ERROR FREE. FURTHERMORE, LICENSOR DOES NOT WARRANT THAT ANY SOFTWARE ERRORS, DEFECTS OR INEFFICIENCIES WILL BE CORRECTED, NOR DOES LICENSOR ASSUME ANY LIABILITY FOR FAILURE TO CORRECT ANY SUCH ERROR, DEFECT OR INEFFICIENCY. LICENSOR MAKES NO WARRANTY, AND LICENSEE ASSUMES THE ENTIRE RISK, AS TO THE INTEGRITY OF ANY DATA AND THE RESULTS, CAPABILITIES, SUITABILITY, USE, NON-USE OR PERFORMANCE OF THE LICENSED PROPERTY. FURTHERMORE, LICENSEE HAS EVALUATED THE LICENSED PROPERTY OR ANY OTHER PART OF THE SOFTWARE PROVIDED TO LICENSEE AND ITS SUITABILITY AND THE ADEQUACY OF THE PERMITTED USES FOR LICENSEE’S INTENDED PURPOSES AND RELIES ON ITS OWN JUDGMENT IN UTILIZING SAID LICENSED PROPERTY OR ANY OTHER PART OF THE SOFTWARE PROVIDED TO LICENSEE TO ENGAGE IN ANY PERMITTED USE. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE USE OR PERFORMANCE OF THE LICENSED PROPERTY OR ANY OTHER PART OF THE SOFTWARE PROVIDED TO LICENSEE.

6.       Limitation of Liability.

          EXCEPT WITH RESPECT TO:

(A)    A BREACH OF SECTIONS 2, 8, OR 10 OF THIS AGREEMENT;

(B)     THE INACCURACY OR INCOMPLETENESS OF ANY REPRESENTATION, WARRANTY, OR COVENANT MADE BY LICENSEE IN SECTION 9(b)(7) OF THIS AGREEMENT; OR

(C).    THE OCCURRENCE OF ANY EVENT WHICH MAKES UNTRUE, ANY REPRESENTATION, WARRANTY, OR COVENANT MADE BY LICENSEE IN SECTION 9(b) OF THIS AGREEMENT,

UNDER NO CIRCUMSTANCES WILL A PARTY TO THIS AGREEMENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SCHEDULE OR ADDENDUM HERETO, THE SUBJECT MATTER HEREOF, OR THE PERFORMANCE OR BREACH OF THE TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, DAMAGE OR LOSS OR DESTRUCTION OF DATA OR LOSS OF USE OF THE LICENSED PROPERTY AND SUFFERED OR CLAIMED BY: (x) THE OTHER PARTY TO THIS AGREEMENT; (y) ANY PERSON CLAIMING ON BEHALF OF OR THROUGH THE OTHER PARTY TO THIS AGREEMENT; OR (z) ANY OTHER PERSON, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED HEREIN, IN NO EVENT WILL LICENSOR HAVE ANY LIABILITY TO LICENSEE IN EXCESS OF THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.

7.       Term of Agreement; Termination.

(a)     Term. This Agreement will be effective on the Effective Date and will, unless sooner terminated, extend through the end of the Initial Term; PROVIDED, HOWEVER, that at the end of the Initial Term, and at the end of any subsequent Renewal Term if the Term has previously been extended, the Term of this Agreement will be extended for a period of one (1) year automatically and without the need for any further action of either Party unless, no less than ninety (90) days before the end of the Initial Term or the Renewal Term, as applicable, either Party has given written notice of its intention not to extend the Term.

(b)     Termination Events. This Agreement will terminate upon the occurrence of any of the following events (each, a “Termination Event”):

(1)     The passage of ten (10) days after notice given by Licensor to Licensee (which notice may be given by Licensor at any time) that Licensor intends to terminate this Agreement without Cause (as defined below);

(2)     The enactment, publication, or enforcement of any law of any country or other authority in which performance of this Agreement is taking place is made illegal or impracticable, as reasonably determined and agreed to by both Parties, effective immediately upon the effective date of such law or determination of, and agreement to, impracticability; or

(3)     The occurrence of Cause, as defined below.

(c)    Termination for Cause. Either Party may, upon notice to the other Party, terminate this Agreement for Cause. Except as specifically stated below, termination for cause will be effective immediately upon such notice having been provided. For purposes of this Agreement, “Cause” will be deemed to include, without limitation:

(1)     Failure of a Party to comply with or to perform its obligations under the terms of this Agreement, upon the expiration of ten (10) days after the date on which notice of said noncompliance or nonperformance was given to the Party and that Party’s failure to cure the noncompliance or nonperformance within that ten (10) day period;

(2)     The inaccuracy or incompleteness of any representation, warranty, or covenant made by a Party in this Agreement;

(3)     The occurrence of any event which makes untrue any representation, warranty, or covenant made by a Party in this Agreement;

(4)     Fraud or unethical conduct by a Party;

(5)     Criminal activity of a Party;

(6)     Deviation from, or failure of a Party to comply with, any of the provisions of the Faith and Behavior Covenant attached hereto as Schedule 6 and incorporated herein, as though set forth fully and at length; or

(7)      Any other conduct by a Party that jeopardizes the other Party’s ability to perform its obligations under the terms of this Agreement or to receive the benefits to which it is entitled pursuant to the terms of this Agreement.

(d)     Effect of Termination of Agreement. Immediately upon the occurrence of a Termination Event, and without the requirement of any additional notice:

(1)     All rights and licenses granted to Licensee under this Agreement will cease and terminate and become null and void and Licensee may not thereafter use, and shall cease the use of, the Licensed Property, any other part of the Software in its possession, or any portion of either of the foregoing;

(2)     Licensee shall remove all licenses of the Licensed Property and shall deliver to Licensor or destroy the original and all copies, in whole or in part and in any form, of any portion of the Licensed Property;

(3)     Each Party will be completely discharged of its obligations under the terms of this Agreement; PROVIDED, HOWEVER, that the Parties will still be required to and shall complete any obligations that arose before the Termination Date; and

(4)    In the case of a Terminating Event for Cause, the terminating Party will be entitled to and may take any and all actions to assert and prosecute to conclusion and collection any and all claims against the other Party, including, without limitation, being entitled:

(i)    To commence and prosecute to completion and to final, unappealable judgment legal proceedings to recover money damages;

(ii)    To commence and prosecute to completion and to final, unappealable judgment legal proceedings to obtain equitable relief, including, without limitation, specific performance; and/or

(iii)    To take any and all other actions permitted by law, equity, and/or this Agreement.

(e) Termination Certificate. No later than thirty (30) days after the Termination Date, Licensee shall execute and deliver to Licensor a certificate confirming with respect to all the Licensed Property and other portion of the Software in Licensee’s possession that, through Licensee’s best effort and to the best of Licensee’s knowledge, the original and all copies, in whole or in part and in any form, of any portion of the Licensed Property and other portion of the Software in Licensee’s possession have been destroyed or returned to Licensor.

(f) Survival Provisions of the Agreement. The provisions of Sections 2 through 13 of this Agreement will survive the termination, cancellation, or expiration of this Agreement for any reason.

8.       Export Regulations and Government Restrictions.

         Licensee acknowledges and understands that Licensor is subject to regulation by agencies of the U.S. Government, including the U.S. Departments of Commerce and State, which prohibit export or diversion of certain technical products to certain countries and that the Licensed Property may otherwise be subject to United States export laws, statutes and regulations, and to export laws, statutes, and regulations of other countries. Licensee agrees that it shall at all times comply with the provisions of such laws, statutes, and regulations, including by obtaining any necessary or required licenses. Without limitation of its agreement to comply with said provisions, Licensee: (a) will not export or re-export or otherwise transmit, directly or indirectly, the Licensed Property or any direct products thereof into, or use the Licensed Property or any direct products thereof in, any country prohibited or restricted under United States export laws, statutes or regulations, or under any other applicable laws; and (b) shall comply in all respects with the export and re-export restrictions set forth in any export or other license for the Licensed Property and all other applicable export regulations. Licensee agrees to indemnify and hold Licensor harmless from any loss, damages, liability or expenses incurred by Licensor as a result of Licensee's failure to comply with Licensee’s obligations under this Section 8 of the Agreement.

9.        Representations, Warranties, and Covenants.

(a)     Licensor’s Representations, Warranties, and Covenants. Licensor, to induce Licensee to enter into this Agreement, represents, warrants, and covenants to Licensee, as of the Effective Date, that:

(1)     Licensor is duly formed, validly existing, and in good standing under the laws of the State of Missouri;

(2)     It has duly authorized, executed, and delivered this Agreement and has full authority to execute thisAgreement and to be bound fully by its terms. With said full authority, Licensor confirms, represents, and warrants that it can fulfill the requirements of this Agreement in a timely manner and under the terms agreed to in this Agreement;

(3)     The individual executing this Agreement on behalf of Licensor is duly authorized to execute this Agreement on behalf of Licensor;

(4)     The execution and delivery of this Agreement and the performance of all obligations of Licensor hereunder have been duly authorized by required action of Licensor and constitute the valid and binding obligations of Licensor;

(5)      Neither the execution and delivery of this Agreement, nor compliance with the terms and conditions of this Agreement by Licensor, nor the specific terms of this Agreement, constitutes or will constitute a violation or breach of the organizational and operating documents of Licensor, or of any agreement or other instrument to which it is a party, to which it is subject, or by which it is bound; and

(6)      There are no proceedings pending or, to Licensor’s knowledge, threatened, by or against Licensor in bankruptcy, insolvency, or reorganization in any state or federal court.

(b)     Licensee’s Representations, Warranties, and Covenants. Licensee, to induce Licensor to enter into this Agreement, represents, warrants and covenants to Licensor, as of the Effective Date, that:

(1)     If not an individual, Licensee is duly formed, validly existing, and in good standing under the laws of the State in the aforementioned legal address,  and the individual executing this Agreement on behalf of Licensee is duly authorized to execute this Agreement on behalf of Licensee;

(2)     It has duly authorized, executed, and delivered this Agreement and has full authority to execute thisAgreement and to be bound fully by its terms. With said full authority, Licensee confirms, represents, and warrants that it can fulfill the requirements of this Agreement in a timely manner and under the terms agreed to in this Agreement;

(3)    The execution and delivery of this Agreement and the performance of all obligations of Licensee hereunder have been duly authorized by required action of Licensee and constitute the valid and binding obligations of Licensee;

(4)    Neither the execution and delivery of this Agreement, nor compliance with the terms and conditions of this Agreement by Licensee, nor the specific terms of this Agreement, constitutes or will constitute a violation or breach of the organizational and operating documents of Licensee (if Licensee is not an individual), or of any agreement or other instrument to which it is a party, to which it is subject, or by which it is bound;

(5)     There are no proceedings pending or, to Licensee’s knowledge, threatened, by or against Licensee in bankruptcy, insolvency, or reorganization in any state or federal court; and

(6)     LICENSEE SPECIFICALLY ACKNOWLEDGES AND REPRESENTS, AND WITHOUT DIMINISHING OR OTHERWISE AFFECTING THE MATERIALITY OF ANY OTHER REPRESENTATION MADE BY LICENSEE IN THIS AGREEMENT, THAT IT IS A MATERIAL INDUCEMENT FOR LICENSOR TO ENTER INTO THIS AGREEMENT, AND IN THE ABSENCE OF WHICH LICENSOR WOULD NOT BE ENTERING INTO THIS AGREEMENT, THAT LICENSEE OWNS ALL INTELLECTUAL PROPERTY RIGHTS OR HAS SECURED THE APPROPRIATE LICENSES AND AUTHORIZATIONS TO USE INTELLECTUAL PROPERTY RIGHTS BELONGING TO OTHER PERSONS AND THAT ARE NECESSARY TO PRODUCE CUSTOMIZATIONS OR TO ENGAGE IN ANY PERMITTED USE AND LICENSEE’S CREATION OF CUSTOMIZATIONS OR ENGAGEMENT IN ANY PERMITTED USE WILL NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON.

10.        Confidentiality.

(a)     General Duty of Confidentiality. Each of the Parties acknowledges that during the term of this Agreement, it may receive Confidential Information from the other Party. Each of the Parties shall keep all Confidential Information disclosed to it by any Disclosing Party confidential and is not permitted to use any Confidential Information disclosed by any Disclosing Party for any purpose other than in connection with this Agreement. Neither of the Parties will disclose Confidential Information unless expressly permitted to do so by and in accordance with one of the limited exceptions set forth in Section 10(b) of this Agreement below.

(b)     Limited Exceptions to General Duty of Confidentiality. Notwithstanding the general duty of confidentiality set forth above:

(1)     Each Party may disclose the existence and terms of this Agreement to its legal counsel, accountants, and/or tax preparers, provided that the Party in question has ensured that each Person to whom such a disclosure has been made has an independent duty of confidentiality with respect to the matters disclosed.

(2)     Each Party may disclose the existence and terms of this Agreement to its management and other employees who reasonably should know of its existence and contents to fulfill the duties of their employment.

(3)     A Receiving Party may disclose Confidential Information that a Disclosing Party authorizes in writing the Receiving Party to disclose, but only to the extent specified in, and in strict accordance with, said written authorization.

(4)     Any Receiving Party may disclose Confidential Information if required to do so by a governmental or quasi-governmental department agency or by valid and properly served judicial process issued by a court or similar tribunal with competent jurisdiction. PROVIDED, HOWEVER, that said Receiving Party shall:

(A)     Before making any such disclosure:

(i)    Notify, no later than thirty (30) days before the date on which disclosure is required, the Disclosing Party of, as appropriate, the action of the governmental agency in question or of the issuance and service of the judicial process; and

(ii)    Provide to the Disclosing Party all documents related thereto;

(B)     Immediately seek, as appropriate:

(i)     The execution of a confidentiality agreement, in form and substance acceptable to the Disclosing Party, by the person seeking disclosure of the Confidential Information in question; and/or

(ii)     Entry of a confidentiality order in form and substance acceptable to the Disclosing Party; and

(C)     Cooperate with and support, including without limitation, appearance at any hearing or tribunal and execution and delivery to the Disclosing Party within the time set by the Disclosing Party of any documents necessary, as determined by the Disclosing Party in the exercise of its sole discretion, any independent efforts by the Disclosing Party to:

(i)    Protect any Confidential Information that is requested to be produced;

(ii)   Prevent the disclosure of any Confidential Information to any Person;

(iii)  Limit the scope of any Confidential Information to be produced;

(iv)  Limit the conditions under which any Confidential Information is to be produced; and

(v)  Take any other action necessary, as determined by the Disclosing Party in the exercise of its sole discretion, to protect the confidentiality of any Confidential Information.

(c)     Remedies for Breach of the Duty of Confidentiality. Each of the Parties acknowledges that the remedies at law for the breach of the confidentiality provisions of this Agreement are inadequate and that it will be difficult fully to compensate the Disclosing Party for damages resulting from the breach or threatened breach of such provisions. Accordingly, notwithstanding the existence and without waiver of any other remedy available under this Agreement, in equity, or at law, the Disclosing Party will be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, to enforce the confidentiality provisions of this Agreement. The right to seek injunctive relief will not diminish the Disclosing Party’s right to claim and recover damages or any other available relief for any breach of either the duty of confidentiality or the other terms of this Agreement.

(d)    Survival. Without limitation of the survival provisions of Section 7(f) of this Agreement, the Parties specifically acknowledge and agree that the rights and obligations in these confidentiality provisions will survive the termination of this Agreement.

11.      Acknowledgment & Assumption of Risks & Release by Licensee.

            By executing this Agreement, the Licensee knowingly, willingly, and voluntarily states, confirms, acknowledges, and understands:

(a)     Any use of electronic media, the internet, mobile applications, or engagement in the activities that are the subject matter of this Agreement is subject to risks, including, without limitation, those identified on Schedule 7 attached hereto and incorporated herein by this reference and other currently undefined, unknown, and unforeseeable harm, damage, risks and dangers (collectively, the “Risks”);

(b)    The Licensee’s entry into and exercise of its rights and obligations under this Agreement expose the Licensee and/or its users to one or more of those Risks;

(c)     The Risks are beyond the control of the Licensor or its Affiliates;

(d)    The Licensee has independently evaluated and investigated the Risks involved with its entry into and exercise of its rights and obligations under this Agreement, understand these Risks, has determined that they are Risks with which the Licensee is comfortable, and assumes them knowingly, willingly, and voluntarily;

(e)     The Licensee enters into and intends to exercise its rights and obligations under this Agreement with full awareness of these Risks, and knowingly, willingly, and voluntarily assumes all such Risks;

(f)    Neither the Licensor nor any of its Affiliates, officers, directors, employees, staff, volunteers, representatives, independent contractors, and agents of any of the foregoing (collectively, the “Licensor and Related Parties”), nor any other person can guarantee, and none of them has represented that the Licensee and/or its users will not be subject to or exposed to any of the foregoing Risks;

(g)    With full knowledge and understanding of the Risks described above, the Licensee knowingly, willingly, and voluntarily agrees to assume all said Risks, both known and unknown, relating in any way whatsoever to the Licensee’s entry into, exercise of its rights and obligations under, or otherwise related in any way whatsoever to, this Agreement;

(h)     To the maximum extent allowed by law, the Licensee knowingly, willingly, and voluntarily releases andwaives any and all claims for damages that the Licensee may have at any time from the date of these presents until the end of the world against the Licensor and Related Parties arising or relating in any whatsoever to the Risks, to the Licensee’s entry into and exercise of its rights and obligations under this entry into, exercise of its rights and obligations under, or otherwise related in any way whatsoever to, this Agreement; and

(i)    The Licensee expressly, knowingly, willingly, and voluntarily states, confirms, acknowledges, understands, and agrees that this assumption of risk and release are intended to be as broad and inclusive as permitted by law.

 

12.     Indemnification.

          Licensee agrees to and shall indemnify Licensor, its subsidiaries and Affiliates, the officers, directors, employees, staff, volunteers, independent contractors, other agents or representatives, and customers of any of the foregoing, or any one or more of them (collectively, the “Indemnified Parties,” and each individually, an “Indemnified Party”) from and against any present or future claims, losses, liabilities, costs, damages, or expenses (including without limitation those arising from any action, suit, or proceedings to which any Indemnified Party is directly or indirectly a party and the Indemnified Party’s related attorney’s fees) suffered by any Indemnified Party or that are asserted by any Person against an Indemnified Party and that arise from:

(a)     Licensee’s use of the Licensed Property;

(b)     Licensee’s engagement in a Permitted Use;

(c)     Licensee’s Customizations;

(d)     Licensee’s violation of or infringement upon Intellectual Property Rights belonging to any Person;

(e)     Any other action of the Licensee relating to the subject matter of this Agreement; or

(f)     Any Risks,

(collectively, the “Claims”).

        The foregoing rights of indemnification will not be exclusive of other rights to which said Indemnified Parties may also be entitled as a matter of law or equity. Notwithstanding the foregoing indemnification provisions, Licensee’s indemnification obligations will not apply to any Claims that arise solely from the gross negligence or willful or wanton misconduct of the Indemnified Parties.

13.       Miscellaneous

(a)     Amendment. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each of the Parties. No waiver by either Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.

(b)     Exhibits, Schedules, and Addenda. All exhibits, schedules, addenda, or other documents of any nature whatsoever attached hereto or otherwise referred to herein are incorporated herein for all purposes and are made an integral part hereof, as though set forth fully and at length, and are included within the definition of “Agreement” as used herein.

(c)     Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes any prior or contemporaneous understandings or written or oral representations, warranties, or agreements between the Parties with respect to such subject matter. Any oral representations or modifications concerning this Agreement will be of no force or effect unless such oral representations or modifications are reduced to a writing signed by persons authorized to sign agreements on behalf of the Party to be charged.

(d)     Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision

(e)     Legal Construction. The Parties acknowledge that they have reviewed and revised, and that they have had the opportunity to have legal counsel of their own choosing review and revise, this Agreement and the Parties agree and acknowledge that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not to be employed in the interpretation of any terms of this Agreement or of any exhibits, schedules, or addenda referred to herein.

(f)     Severability. All provisions of this Agreement are intended to be severable. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal, or unenforceable, in any respect, such invalidity, illegality, or unenforceability will not affect any other provision hereof and this Agreement will be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.

(g)     Waiver. No waiver by either Party of any term or provision of this Agreement or of any failure to comply with, breach, or default of any term or provision of this Agreement will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as expressly identified by such written waiver, no waiver by either Party of any term or provision of this Agreement or of any failure to comply with, breach, or default of any term or provision of this Agreement will operate or be construed as a waiver in respect of any term or provision of this Agreement, or of any failure to comply with, breach, or default of any term or provision of this Agreement, whether of a similar or different character, and whether occurring before or after that written waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

h)      (Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder will be in writing and are to be given by:

(1)     Depositing the same in the United States mail or with a reputable overnight delivery service, addressed to the Party to be notified, postage prepaid, and to be delivered overnight, registered mail, or certified mail, with return receipt requested;

(2)     Delivering the notice by hand to such Party; or

(3)     Electronic mail.

Notice given in accordance with Section 13(h)(1) above is effective upon deposit of the notice in the mail or upon delivery of the notice to a reputable overnight delivery service. Notice given in accordance with Section 13(h)(2) above is effective upon receipt of the notice at the address of the addressee or upon refusal by the addressee to accept delivery of the notice (such refusal being evidenced by advice from the courier company or other Person charged with making delivery of the notice). Notice given in accordance with Section 13(h)(3) above is effective on the date sent if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the intended recipient.

For purposes of notice relating to all matters, the delivery addresses, and electronic-mail addresses of the Parties are, until changed, as follows:

 To Licensor:

Pattern Resource Group LLC

Attn.: CEO

1600 N. Boonville Avenue

Suites B & C

Springfield, MO 65803

E-Mail:            office@patternplatform.app

 

With copies to:           

Shahan G. Teberian

Legal Counsel

1600 N. Boonville Avenue, Suites B & C

Springfield, MO 65803

E-Mail:            sgteberian@eurasianjoy.org

 

To Licensee:

Attn:  

 

With copies emailed to:           

 

Notwithstanding and without derogation of the foregoing, if the Agreement is signed electronically pursuant to Section 13(p) of this Agreement, then notice may also be sent to any delivery address or electronic-mail address, until changed, identified on any digital agreement signature certificate of the Party receiving said notice.

Either Party may change its delivery address or electronic-mail address at any time by written notice provided to the other Party.

(i)    No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

(j)    No Joint Venture. The Parties have entered into this Agreement solely because of the consideration and for the purposes described herein and nothing in this Agreement will be construed to create a joint venture or partnership between the Parties or an agency relationship. Except as provided herein or in any other writing between or among them, neither of the Parties will have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any Person.

(k)    No Assignment. Neither Party may assign its rights or obligations under this Agreement without the written consent of the other Party, which consent may be withheld in the exercise of the sole discretion of the Party being requested to consent to the Assignment.

(l)     Parties Bound. This Agreement will be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

(m)    Continuing Cooperation. The Parties shall cooperate with each other and shall take such further actions that are reasonably necessary to effectuate the terms and the intent of this Agreement, to carry out the provisions hereof, or to give effect to the transactions contemplated hereby, including, without limitation:

(1)     The execution and delivery to a requesting Party, within ten (10) days of written request to do so, of additional documents or instruments, in form and substance acceptable to the requesting Party, in the exercise of its sole discretion; or

(2)     Providing to a requesting Party, within a reasonable time after written request therefor, but in no event later than ten (10) days after such written request, any and all other information and documents identified in said written request.

(n)    Force Majeure. Neither Party is required to perform any term, covenant, or condition of this Agreement so long as such performance is delayed or prevented by Force Majeure and all time periods permitted hereunder for the performance of any such term, covenant, or condition will be tolled on a day-for-day basis upon written notice from either Party to the other Party of the notifying Party’s inability to perform or to satisfy any such term, covenant, or condition of this Agreement due to a Force Majeure.

(o)     Time is of the Essence. Time is of the essence with respect to this Agreement and to all its provisions.

(p).   Counterparts and Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A facsimile, photocopy, pdf, or other reproduction or electronic copy of this Agreement and any signatures hereto will be deemed to be an original for all purposes and to have the same legal effect as delivery of an original signed copy of this Agreement.

This Agreement and other related documents or agreements may also be executed through Docusign, Adobe, or any other approved electronic means (any such document, an “Electronic Document”) as exchanged between the Parties by electronic mail or other address identified above. If a Party receives and accepts by signing an Electronic Document reflecting its signature then that Party agrees that:

(1)     The Electronic Document will be enforceable in accordance with its terms;

(2)      The Electronic Document will be deemed to be; (A) a “writing” or “in writing”; and (B) an “original” when printed from either Party’s electronic files or records established and maintained in the normal course of business;

(3)     Neither Party will contest the validity or enforceability of the Electronic Document;

(4)     The Electronic Document will be admissible as evidence in any judicial proceeding the same as if it was an ink-signed document;

(5)     Each Party will use commercially reasonable security measures to protect and record signatures to and delivery of Electronic Documents only by identifiable authorized persons; and

(6)     Each Party will be responsible for: (A) any unauthorized access to or processing of Electronic Documents within its own organization; and (B) the failure of its security

If either Party does not wish to sign an Electronic Document electronically, it must notify the other Party in writing and thereafter the Party so notified will not use Electronic Documents with the notifying Party as stated.

(q)     Governing Law, Jurisdiction, and Venue. The Parties agree that the interpretation and application of this Agreement are to be governed by the internal laws of the State of Missouri, United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction), and that any judicial proceeding arising out of any claim or dispute among the Parties concerning this Agreement will be initiated in a court of competent jurisdiction and venue located in Greene County, Missouri, United States of America, or in the United States District Court for the Western District of Missouri, Southern Division, sitting in Springfield, Missouri, United States of America. For this purpose, each Party waives any objection to any such court’s exercise of personal jurisdiction over the Parties and agrees not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient forum.

(r)    WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT:

(1)     NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION;

(2)      IN MAKING THE FOREGOING WAIVER, IT HAS CONSIDERED AND UNDERSTOOD THE IMPLICATIONS OF THE WAIVER;

(3)     IT MAKES THE FOREGOING WAIVER VOLUNTARILY; AND

(4)     IT AND THE OTHER PARTY MAKING THE FOREGOING WAIVER HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(r) OF THE AGREEMENT.

 

 

SCHEDULE 1

TO SOFTWARE LICENSING AND SERVICING AGREEMENT

FINANCIAL AGREEMENT

App Creation Fee ($5000.00) Payment Schedule: 

Reference separately signed agreement.

App Package Monthly Service Fee:   

Reference separately signed agreement.

Additional Information:

  • Monthly payments for all options begin when your app is launched, or after 6 months, whichever is earlier.
  • Please note, due to the work related to each app and the subsidized donations, payments are non-refundable. However, a group may choose to temporarily suspend progress and payments if requested. Progress/content will be held for up to 12 months. Any previously published app will be unavailable for download during that period.
  • After 36 months, monthly payments for Options 1 and 2 are reduced to the base monthly service fees for the selected package. 
  • Monthly service fees increase with inflation every year. This is currently estimated to be $5/month.
  • All new feature and security updates to the software will be applied to all versions of the app in a timely manner.
  • App store listing information (app logo, example cards, and text) may be edited at the time of software/feature updates and with two additional edits per year.
  • Changes to text or images inside the app have unlimited updates and can be accomplished in the Launch Center Dashboard.
  • If you desire your own developer accounts to list your apps, Apple charges a developer account fee of $99/year and Google $25/year. These are not included in the price.
  • There is an extra service fee of $5 per month per 2 gb of data if the use of your app exceeds a total of 5gb per month in bandwidth. 
  • If monthly service fees are over 90 days past due, the app may be suspended.
  • Invoices will be emailed to the primary contact and are due 30 days upon receipt. If you’d like to change where invoices are delivered, please send an email to office@patternplatform.app.
  • Basic Package Inclusions:
    • Pattern Launch Center Access
    • Website App Version
    • Secure Android Version
    • Normal Android Version (distributed the website)
    • Content Creator Access
  • Premium Package Inclusions:
    • All basic package inclusions
    • Listing and management on the Apple App Store
    • Listing and management on the Google Play Store

 

SCHEDULE 2

TO SOFTWARE LICENSING AND SERVICING AGREEMENT

End User and Other Documentation to be Provided to Licensee: 

  1. Client portal and application creation process documentation;
  2. Bug report location and communication method; and
  3. Content Creator web application documentation.

 

Itemization of Licensed Property: 

  1. Compiled end-user applications as selected in the creation process (Android Normal, Android Secure, iOS, iPad OS, Progressive Web Application/website) and their electronic distribution;
  2. Access to the online content creation and publishing web application;
  3. Access to the platform client portal for creation, translation, and update management; and
  4. Usage of Bible Scripture files as permissions are secured for free usage by the Licensor.

 

SCHEDULE 3

TO SOFTWARE LICENSING AND SERVICING AGREEMENT

Permitted Uses:

  1. The creation and distribution of Scripture training materials as in agreement with the Evangelical Statement of Faith;
  2. Use of the platform for custom content creation and distribution in accordance with all copyright and other intellectual property laws, including without limitation, the provisions of this Agreement relating thereto;
  3. Listing of the created application on associated application stores;
  4. All end-user applications must be offered free of charge; and
  5. The Licensee may only mention or link to donation locations if permitted to do so by the relevant Scripture copyright license agreement.

 

SCHEDULE 4

TO SOFTWARE LICENSING AND SERVICING AGREEMENT

Services to be Provided by Licensor to Licensee:

  1. All services needed to customize, change, translate, and launch independent applications;
  2. Secure hosting, distribution, and backup of created applications and content;
  3. Updates of the application suite as provided in the financial agreement; and
  4. Support services as described in the monthly software agreement.

 

SCHEDULE 5

TO SOFTWARE LICENSING AND SERVICING AGREEMENT

FAITH & BEHAVIOR COVENANT

Without waiver, limitation, or derogation of any provision of the Agreement to which this Faith & Behavior Covenant (the “Covenant”) is attached and of which it is a part, the Covenant provides a foundational basis of unity in faith and conduct between the Licensor and the Licensee, as they seek to cooperate to enhance and accelerate their respective missions. Both Parties agree to uphold, and not to deviate from, the beliefs and standards listed herein.

  1. Evangelical Statement of Faith (as adopted by the National Association of Evangelicals).
    1. We believe the Bible to be the inspired, the only infallible, authoritative Word of
    2. We believe that there is one God, eternally existent in three persons: Father, Son, and Holy
    3. We believe in the deity of our Lord Jesus Christ, in His virgin birth, in His sinless life, in His miracles, in His vicarious and atoning death through His shed blood, in His bodily resurrection, in His ascension to the righthand of the Father, and in His personal return in power and
    4. We believe that for the salvation of lost and sinful people, regeneration by the Holy Spirit is absolutely
    5. We believe in the present ministry of the Holy Spirit by whose indwelling the Christian is enabled to live a godly life.
    6. We believe in the resurrection of both the saved and the lost; they that are saved unto the resurrection of life and they that are lost unto the resurrection of damnation.
    7. We believe in the spiritual unity of believers in our Lord Jesus
  2. Statement of Christian Behavior.
    1. For the purpose of unity within the body of Christ, while the Licensee may not always be in full agreement with the doctrines of the Licensor or its Affiliates, we agree to not disparage any of those beliefs, nor to mention the Licensor or its Affiliates when noting disagreements in doctrines or practice.
    2. Likewise, the Licensor agrees not to disparage the Licensee and to allow the Licensee to create, in accordance with the terms and provisions of the Agreement to which this Covenant is attached and of which it is a part, its own content that reflects the Licensor’s unique beliefs, so long as those beliefs are not contrary to theEvangelical Statement of

 

SCHEDULE 6

TO SOFTWARE LICENSING AND SERVICING AGREEMENT

PARTIAL LIST OF RISKS

The internet and mobile applications have secured a dominant place in the lives of most people. We now have the ability to instantaneously connect with others and to discover needed information. The risks have grown as well. Any use of electronic media, the internet, mobile applications, or engagement in the activities that are the subject matter of this Agreement is subject to risks, including, without limitation, those identified in this Schedule 7 and other currently undefined, unknown, and unforeseeable harm, damage, risks and dangers (collectively, the “Risks”). The list of potential Risks identified in this Schedule 7 is not intended to be an exhaustive list of all potential Risks and is only a partial list of some such Risks.

We leave digital finger prints behind whenever we visit a website or send a message. Businesses and others use this tracking information to know what to advertise to you. Governments, and other bad people, use the information to track your interests and even your location. With the entry of the smartphone, the always-connected-to-the-internet computer in your pocket, the Risks have increased alongside the opportunities for good.

1. Basic security Risks of mobile applications.

  • Possible incrimination for having Bible verses on a telephone;
  • Possible incrimination for having an application that encourages the sharing of the gospel with others;
  • Possible incrimination for sharing a Bible resource with other people digitally;
  • Possible linking/exposing other believers/people to harm because of the sharing;
  • Possible exposure of personal information; and/or
  • Possible detection by internet or digital tracking

 

2. Specific Risks related to the Licensor’s applications.

  • People learn about the different names or logos of the application and start looking for them. No matter how the application is disguised, it will always be possible to “know the book by its cover.” The application will be out in the world and it is likely only a matter of time that it falls into the “wrong hands.”

  • People discover how much the application is used on the Operating systems have settings areas that display information such as “Battery usage by application.” The Licensor’s applications would appear in the list just like any other application. The systems keep logs/lists of when functions are used, which means information such as a list of file transfers or installs. Such information would show that the application was installed or that a file was transferred from one telephone to another (without necessarily listing the name of the file).

  • It is possible that the encryption keys used for sharing resources can be reverse engineered. Even if this eventuality occurs, however, there would still be additional steps that would have to be taken before useful data is accessed. There is a higher probability that other incriminating information on the device will be found in the web browser, texts, or social media

  • People learn the PIN to the application. Users have a tendency to reuse PIN codes, use obvious codes, or simply to enter the code in plain sight of Once a PIN is compromised, the content of the application, but not usernames or e-mails, can be accessed.

 

 

 

By signing a copy of this Agreement (either on paper or electronically), each Party is agreeing to all the terms and conditions of this Agreement.

PATTERN RESOURCE GROUP LLC,

A MISSOURI LIMITED LIABILITY COMPANY

& 

and/or the legal signatory for the organizational license or individual licensee, 

Leave this empty:

Signature arrow sign here

Signed by Nolan Sanders
Signed On: June 24, 2025


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