Terms and Conditions

Terms and Conditions

MAGIC NUMBER, INC.
MAGIC NUMBER LICENSE

PLEASE READ THIS LICENSE (“LICENSE”) BEFORE ACCESSING OR DOWNLOADING MAGIC NUMBER, INC’s PRODUCTS (DEFINED BELOW).

SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THIS IS A LEGAL LICENSE BETWEEN YOU AND MAGIC NUMBER, INC. BY CLICKING “AGREE”, CHECKING THE BOX, OR BY DOWNLOADING, USING OR COPYING ANY PART OF MAGIC NUMBER, YOU ARE AGREEING ON YOUR OWN BEHALF AND/OR ON BEHALF OF YOUR COMPANY TO ALL OF THE TERMS AND CONDITIONS STATED BELOW. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS LICENSE, YOU CANNOT USE MAGIC NUMBER. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD AND USE MAGIC NUMBER AND CLICK “DISAGREE”.

NOTE: You understand and agree that this License is only for Your use solely and exclusively and cannot be used, sold and/or distributed except as specifically provided for by this License or by a separate License between You and Magic Number, Inc. Magic Number, Inc. reserves the right to, in its sole discretion, refuse admission of any person or entity to this Licensing Program or any other Magic Number program.

MAGIC NUMBER LICENSE TERMS AND CONDITIONS

This License is effective on date upon which this License is activated by (1) clicking the “AGREE” button at the end of the text of the terms and conditions of this License, and by (2) clicking the “SUBMIT” button on the last page after supplying (a) the Licensee Information requested and (b) payment of the initial License Fee by approved credit card or bank funds transfer (the “Effective Date”), This License is between Magic Number, Inc, a North Carolina corporation with a principal place of business at 7806 NC Hwy 751 Suite 130, Durham, NC 27713 (“Magic Number”) and the individual or entity identified in the Licensee Information submitted as described above (“You” or “Licensee”). Upon acceptance by Magic Number, Licensee will be provided a Magic Number Licensee Identification Number (“License ID”).
Whereas, Magic Number provides software, applications, analytics and financial settlements services to businesses and entities (“Market Licensees”) that are involved in the creation, ownership, acquisition, or valuation of intellectual property assets; and Whereas, Magic Number has established a Magic Number Licensing Program to provide Magic Number’s products and/or services to Licensees under limited use terms as set forth in this License; and

Whereas, Licensee wishes to participate in the Magic Number Licensing Program to use Magic Number exclusively for its own use, and intends to be bound by the terms of this License.

The Parties, therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, agree as follows:

Definitions. Whenever used in this License, terms shall mean the following:
“Application” means one or more software programs and/or content for Licensee’s owned products, including Grid Elements, or services, including integration developed by Licensee for specific use with the Magic Number product, including any updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of Applications.

“Authorized Users” means Licensee and its employees, agents and contractors who (a) have a demonstrable need to know or use the Magic Number (b) agree, in writing, to be bound by the provisions of this License, and (c) to the extent any such individuals will have access to Magic Number Confidential Information, each has a written and binding non-disclosure License with Licensee to protect the unauthorized use and disclosure of Magic Number Confidential Information.

“Magic Number” means the Magic Number Product and includes the Magic Number software (excluding source and object code), tools, utilities, sample or example data sets, analyst insight content, and/or Application Programming Interfaces (“APIs”), data, and other materials provided by Magic Number, whether on disk, print or electronic documentation, in read only memory, or any other media or in any other form, and includes any Updates that may be provided by Magic Number to Licensee pursuant to this License.

“Documentation” means any technical or other specifications or documentation that Magic Number may provide to Licensee for use in connection with Magic Number.

“Derivative Works” means any revision, enhancement, modification, translation, abridgement, condensation, expansion, or extension related to Magic Number’s Products. A Derivative Work also includes any compilation that incorporates a preexisting work related to any Magic Number Product as currently sold, or revisions, enhancements and new products incorporated while this License is in force.

“FOSS” (Free and Open Source Software) means any software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and/or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL.

“Licensee” means any person(s) or entity who has executed a valid Magic Number License.

“Intellectual Property” means all intellectual property and proprietary rights, including without limitation all rights of inventorship and authorship, inventions, patents, patent applications, trade secrets and know how, for any product, process, method, machine, manufacture, design, composition of matter, or any new or useful improvement thereof, as well as copyrights, trademark, trade dress and service mark rights and all rights in trade secrets, computer software, data and databases, and mask works.

“Magic Number Confidential Information” means all non-public information disclosed by Magic Number to Licensee in connection with this License that is identified or marked as “Confidential” if disclosed in writing, or is designated as being confidential at the time of disclosure, if disclosed orally or visually. Magic Number Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of Licensee, (ii) information that is generally made available to the public by Magic Number, (iii) information that is independently developed by Licensee without the use of any Magic Number Confidential Information, (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to Licensee, or (v) any FOSS included in the Magic Number, if any, and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such FOSS.

“Magic Number Product” means any proprietary product developed, owned or branded product, software application or service, or any part thereof, by Magic Number or its affiliated companies.

“Term” means the period described in Section 6.

“Third Party Intellectual Property” means any Intellectual Property owned, in whole or in part, by any entity other than one of the Parties to this License or any of their owned or controlled affiliates and subsidiaries.
“Updates” means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the Magic Number, or to any part of the Magic Number.

“User Products” means Applications and other products or services, including Grid Elements developed, created or owned by Licensee and used to reproduce materials, produce product libraries, connect to third party applications, products, services, patented or proprietary materials, or collect data that may or may not be used in the reporting or operation of Grid Elements.

General Provisions.
2.1. Ownership. The Magic Number is licensed, not sold, to Licensee by for use only under the terms of this License. Magic Number retains ownership of the Magic Number and reserves all rights not expressly granted to Licensee. The license terms of this License will govern any software upgrades provided by Magic Number that replace and/or supplement the original Magic Number, in whole or in part, unless such upgrade is accompanied by a separate license in which case the terms of such separate license will govern. Title and intellectual property rights in and to any content displayed by or accessed through the Magic Number belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. Any Derivative Works developed or created by Licensee or their agents or affiliates shall immediately become the intellectual property of Magic Number. Licensee shall notify Magic Number of such Derivative Works at the time of its creation.
2.2 Limited Use License. Subject to the terms and conditions of this License, Magic Number hereby grants Licensee a limited use, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to use Magic Number in connection with the Licensee’s own purposes and to make and distribute a reasonable number of copies of the Documentation to Licensee’s Authorized Users.

2.3 Copies. Licensee agree to retain and reproduce in full the Magic Number copyright, disclaimers and other proprietary notices (as they appear in the Magic Number and Documentation provided) in all copies of the Magic Number and Documentation that Licensee is permitted to make under this License.

2.4 Cooperation. Magic Number retains all rights, title, and interest in and to the Magic Number. Licensee agrees to cooperate with Magic Number to maintain and protect Magic Number’s ownership interests in the Magic Number, and, to the extent that Licensee becomes aware of any claims or challenges relating to such ownership rights, Licensee shall promptly provide notice of any such claims to Magic Number.

2.5 No Other Permitted Uses. Unless otherwise expressly permitted by Magic Number in writing, Licensee agrees not to rent, lease, lend, upload to or host on any website or server, sell, or redistribute Magic Number, in whole or in part, or to enable others to do so. Licensee agrees that it will not, and will not enable others, to copy (except as expressly permitted under this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create Derivative Works of the Magic Number or any services provided by the Magic Number, or any part thereof. All licenses not expressly granted in this License are reserved and no other licenses, immunity or rights, express or implied are granted by Magic Number, by implication, estoppel, or otherwise. This License does not grant Licensee any rights to use any trademarks, logos or service marks belonging to Magic Number without Magic Number’s written consent.

Consideration
3.1 Consideration by Licensee. In addition to all other consideration set forth under this License, Licensee will pay Magic Number:

Magic Number: License Fee in the amount of $5000 per year (without support)

3.2 Consideration by Magic Number. In accordance with all of the terms of this License, and in addition to other consideration set forth in this License, Magic Number will provide Licensee with the following: (a) one copy of the Magic Number together with the limited use license defined in section 2.2 of this License; (b) Updates and new versions of the Magic Number when they become available.

3.3. Additional Services. Magic Number may provide access to services related to Licensee’s use of Magic Number in addition to those set forth in this License. Use of these services will require Licensee to accept additional terms and will be subject to additional fees. If Licensee elects to use such services in conjunction with the Magic Number, Licensee’s use of such services will be subject to the additional terms and conditions included in a separate statement of work, to be negotiated between the Licensee and Magic Number.

Licensee’s Obligations
4.1 General. Licensee certifies that it will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by Licensee and Authorized Users in connection with the use of Magic Number.

4.2 Use of the Magic Number. As a condition to using the Magic Number, Licensee agrees that it: (a) will only use the Magic Number for the purposes and in the manner expressly permitted by this License and in accordance with all applicable laws and regulations; (b) will not use the Magic Number for any unlawful or illegal activity, or other tortious, unlawful, or illegal act; (c) will not distribute Magic Number absent a separate OEM License with Magic Number; (d) will not violate, misappropriate, or infringe any Magic Number or third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights and (e) will not, through use of the Magic Number or otherwise, create any Application or other program that would disable, hack or otherwise interfere with any security, digital signing, digital rights management, content protection, verification or authentication mechanisms implemented in or by Magic Number, or other Magic Number software, services or technology, or enable others to do so.

4.3 Upgrades and Updates. Magic Number, at its discretion, may make available future upgrades or updates applicable to the Magic Number The Magic Number upgrades and updates may not necessarily include all existing features or new features that Magic Number releases. The terms of this License will govern any upgrades or updates provided; however, it is Licensee’s responsibility to ensure compatibility, testing, and qualification of any Applications that incorporate such upgrades or updates.

Confidentiality
5.1 Obligations Regarding Magic Number Confidential Information. Licensee agrees to use Magic Number Confidential Information solely for the purpose of exercising its rights and performing its obligations under this License and agrees not to use Magic Number Confidential Information for any other purpose, or for any third party’s benefit, without Magic Number’s prior written consent. Licensee further agrees not to disclose or disseminate Magic Number Confidential Information to anyone other than: (i) Authorized Users; or (ii) except as otherwise agreed or permitted in writing by Magic Number. Licensee may disclose Magic Number Confidential Information to the extent required by law, provided that Licensee takes reasonable steps to notify Magic Number of such requirement prior to disclosure.

5.2 Information Submitted to Magic Number Not Deemed Confidential. Magic Number expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any information that Licensee may provide to Magic Number in connection with this License, including information about Applications (such disclosures will be referred to as “Licensee Disclosures”). Such Licensee Disclosures will be non-confidential, absent a separate express written License to the contrary for specifically identified information. Magic Number will be free to use and disclose any Licensee Disclosures on an unrestricted basis without notifying or compensating Licensee.

5.4. Indemnification. To the extent permitted by applicable law, Licensee agrees to indemnify, defend and hold harmless Magic Number, its directors, officers, employees, independent contractors and agents (“Magic Number Indemnified Parties”) from any and all claims, losses, liabilities, damages, expenses and costs, including without limitation attorneys’ fees and court costs, incurred by Magic Number Indemnified Parties as a result of Licensee’s breach of this License, any claims that Applications OR User :Products violate or infringe any third party intellectual property or proprietary rights, or any other claims of any type or nature related to or arising from the use of the Magic Number, Applications, User Products or any rights owned in whole or in part by Licensee. In no event may Licensee enter into any settlement, compromise or other License with a third party that affects Magic Number’s rights or binds Magic Number in any way, without the prior written consent of Magic Number.

Term and Termination
6.1 Term. This License shall be in effect from the Effective Date in 30 day increments until termination in accordance with Section 6.2.

6.2 Termination. This License is effective until terminated (a) upon thirty (30) days prior notice by Magic Number to Licensee for any reason or for no reason, (b) upon termination by the Licensee due to opt out of the automatic renewal by the Licensee, or by failure by the Licensee to pay, or (c) immediately and without notice from Magic Number if Licensee fails to comply with any term(s) of this License. Sections 2.4, 2.5, 4.2, 5, 6.3, and 7 through 12 of this License shall survive termination of this License.

6.3 Effect of Termination. Upon the termination of this License, Licensee shall immediately cease all use of the Magic Number and erase and destroy all copies, full or partial, of Magic Number Confidential Information in both Licensee’s and Authorized Users’ possession or control. At Magic Number’s request, Licensee will provide written certification of such destruction. Magic Number will not be liable for compensation, indemnity, or damages of any kind or nature as a result of the termination this License in accordance with its terms. Termination of this License by Magic Number will be without prejudice to any other right or remedy Magic Number may have, now or in the future.

6.4 In the event Magic Number terminates the License without cause before the end of the Term, and the Licensee has pre-paid for License and/or support rights, then Licensee shall be entitled to a refund of the unused portion of such pre-paid fees, calculated by multiplying the total fees paid by the number of days from the termination date to the end of the Term and dividing by the remaining days.

Limitations of Warranties.
LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT, USE OF THE Magic Number AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE Magic Number IS AT LICENSEE’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY IS WITH LICENSEE.

THE Magic Number AND Magic Number SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MAGIC NUMBER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO Magic Number AND MAGIC NUMBER SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

MAGIC NUMBER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, Magic Number WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF Magic Number WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY Magic Number SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT Magic Number BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, OR THAT DEFECTS IN Magic Number WILL BE CORRECTED. INSTALLATION OF Magic Number MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES AS WELL AS OTHER MAGIC NUMBER PRODUCTS OR SERVICES.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MAGIC NUMBER OR A MAGIC NUMBER AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY CONTRARY TO THE PROVISIONS OF THIS SECTION 7.

Limitation of Liability.
IN NO EVENT SHALL MAGIC NUMBER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO LICENSEE’S USE LICENSEE’S APPLICATIONS OR USER PRODUCTS, OR THE INABILITY TO USE Magic Number OR ANY THIRD PARTY SOFTWARE, APPLICATIONS, OR SERVICES IN CONJUNCTION WITH THE Magic Number, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MAGIC NUMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MAGIC NUMBER’S TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES (OTHER THAN THOSE REQUIRED BY LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE TOTAL AMOUNT OF $25,000.00.

Consent to Use of Data.
Magic Number and its agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about Licensee’s computer, system and application software, and peripherals. Licensee consents that all such information may be gathered and used to provide and improve Magic Number’s products and services, facilitate the provision of software updates, product support, compensation to Magic Number, and other services to Licensee (if any) related to Magic Number, and to verify compliance with the terms of this License. Magic Number may use this information to enable Magic Number’s partners and third party developers to improve their software, hardware and services designed for use with Magic Number products. Magic Number may also provide any such partner or third party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services, as long as the diagnostic information is in a form that does not personally identify Licensee.

Export Control.
Licensees may not use or otherwise export or re-export the Magic Number except as authorized by United States law and the laws of the jurisdiction(s) in which the Magic Number was obtained. In particular, but without limitation, the Magic Number may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

Government Use.
The Magic Number and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

General Legal Terms
12.1 Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of North Carolina. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

12.2 Complete License; Governing Language. This License constitutes the entire License between Licensee and Magic Number relating to the use of the Magic Number hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Magic Number.

12.3 Assignment
This License may not be assigned, nor may any of Licensee’s obligations under this License be delegated, in whole or in part, by Licensee, by operation of law, merger, or any other means without Magic Number’s express prior written consent and any attempted assignment without such consent will be null and void.

12.4 Relationship of Parties
This License will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Licensee and Magic Number.

12.5 Notices
Any notices relating to this License shall be in writing. Notices will be deemed given by Magic Number when addressed to Licensee at the address provided in the Licensee Information submitted to Magic Number to activate this License and notices to Magic Number will be deemed given by Licensee when addressed to Magic Number, Inc, Attn: Licensee Programs at 7806 NC Hwy 751 Suite 130, Durham, North Carolina, 27713 five business days after having been sent by first class or certified mail, postage prepaid. A party may change its email or mailing address by giving the other written notice as described above.

12.6 Waiver and Construction
Failure by Magic Number to enforce any provision of this License shall not be deemed a waiver of future enforcement of that or any other provision. Section headings are for convenience only and are not to be considered in construing or interpreting this License.

12.7 Renewal of this License. This license will auto renew on a monthly basis unless the Licensee visits the Magic Number website and opts out of the auto renewal.

LICENSEE HAS FULLY READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THIS LICENSE:

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