Pilot License Agreement

Welcome to CrewLAB. We want you to know and understand the License Agreement as our new Pilot Partner. Please review it carefully.

Introduction CrewLAB Inc, a California Corporation with an office at 4818 Carmelynn St, Torrance, California 90503 (“CrewLAB”) will provide the software to the client, (“Client”) as specified in the CrewLAB Trial Pilot Partnership Details.

1. SOFTWARE LICENSE TERMS. Subject to Client’s compliance with the terms of this Agreement, CrewLAB grants Client a non-exclusive, limited, royalty-free license to use and install the object code version of the CrewLAB software listed in the applicable license Schedule (“Software”) and its documentation. All rights to the Software not expressly granted to Client under this Agreement are reserved to CrewLAB. CrewLAB will make the Software available to Client by electronic download. Client is liable for all users’ compliance with the terms of this Agreement. Client may not (a) use, distribute, copy, or modify the Software except as expressly permitted by this Agreement; (b) translate or attempt to reverse engineer, decompile, or make derivative works of the Software; or (c) sublicense, lease, or otherwise permit use of the Software for the benefit of a third party. Client will use the Software in compliance with its documentation (including any operating or security procedures and the hardware, software or networking requirements set forth therein).

2. INTELLECTUAL PROPERTY. CrewLAB and its licensors, where applicable, own all right, title and interest, unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, including derivatives, modifications, and enhancements thereof in all forms anywhere in the world (“Intellectual Property Rights”), in and to the CrewLAB Software and any suggestions, enhancement requests, feedback, or recommendations provided by Client or any other party relating thereto. The Software may also contain third-party open source components separately licensed under an open source license made available to Client with the Software. This Agreement does not convey to Client any rights in or related to the Software or the Intellectual Property Rights owned by CrewLAB except as explicitly provided in this Agreement. 

3. CONFIDENTIALITY. Client may have access to information (in any form) that relates to CrewLAB’s past, present, and future activities including research, development, business activities, products, services, processes, and technical knowledge, which is identified by CrewLAB as confidential or reasonably understood to be confidential (“Information”). Information may only be used by Client consistent with the rights and obligations of this Agreement. Information includes the Software and any related documentation made available to Client. Client agrees to protect the Information in the same manner that it protects its own similar confidential information, but in no event using less than a reasonable standard of care. Access to the Information will be restricted to Client personnel (including such personnel employed by their affiliates) and subcontractors with a need to use such Information pursuant to Client’s rights and obligations under this Agreement, provided such parties are bound by substantially similar obligations of confidentiality and are not listed as a competitor in the applicable Schedule. Nothing in this Agreement will prohibit or limit Client’s use of Information (i) previously known to it without an obligation not to disclose such information, (ii) independently developed by or for it without use of Information, (iii) acquired by it from a third party which was not, to Client’s knowledge, under an obligation not to disclose such information, or (iv) which is or becomes publicly available through no breach of this Agreement.

4. NO WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT OR OTHERWISE. NO WARRANTY IS MADE THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT ANY ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE’S FUNCTIONALITY WILL MEET CLIENT’S REQUIREMENTS.5. LIMITATION OF LIABILITY. CREWLAB’S LIABILITY FOR ANY CLAIM RELATING TO THE SOFTWARE OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) WILL IN NO EVENT EXCEED ONE THOUSAND DOLLARS ($1,000.00). IN NO EVENT WILL CREWLAB BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOST PROFITS OR SAVINGS.

6. TERM AND TERMINATION. This Agreement will commence upon the Effective Date specified in the Schedule and, unless otherwise provided therein, shall continue for thirty days thereafter. Either party may terminate this Agreement at any time in its sole discretion. In the event this Agreement is terminated, Client will destroy or return all Information (except as required for its internal recordkeeping requirements or as permitted by Section 3). Client shall immediately cease all activities authorized hereunder and certify in writing destruction or return of all copies of the Software. All provisions of this Agreement related to confidentiality, intellectual property ownership and protection, limits of liability, or which are by their nature intended to survive the expiration or termination of this Agreement will survive such expiration or termination.

7. GENERAL

7.1 Assignment.
Client may not assign or transfer this Agreement or any of its rights or obligations hereunder, including by operation of law, without the prior written consent of CrewLAB, and any attempt to do so shall be null and void.

7.2 Compliance with Laws. Each party will retain responsibility for compliance with all laws and regulations applicable to their respective businesses. Each party will comply with applicable export control and sanctions laws with respect to the export or re-export of goods, software and technical data, or the direct product of the same, which includes abiding by all such regulations in respect of all information supplied by or on behalf of the other party. Client shall be solely responsible for its use of the Software and documentation and shall ensure that Client complies with any data protection laws applicable to data involved in its business including, without limitation, personal data. 

7.3 Notices. Any notice or other communication provided under this Agreement will be in writing, addressed to such party at the address set forth herein, or upon electronic delivery by confirmed means. 

7.4 Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto.

7.5 Construction of the Agreement. This Agreement, including its Schedules sets forth the entire understanding between the parties as to its subject and supersedes all prior agreements, conditions, warranties, representations, arrangements and communications, whether oral or written, and whether with or by CrewLAB, any of its affiliates, or any of their employees, officers, directors, agents or shareholders. If a court of competent jurisdiction finds any term of this Agreement to be unenforceable, such term or provision will not affect the other terms of this Agreement and will be deemed modified to the extent necessary, in the court’s opinion, to render such term enforceable while preserving to the fullest extent permissible the intent of the parties set forth herein. No waiver or modification of any provision of this Agreement, including any underlying Schedule, will be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement is not a waiver of that party’s right to later enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise of these rights or any other right. There are no third-party beneficiaries to this Agreement. In the event of a conflict between this Agreement and a Schedule, the Schedule controls for purposes of that Schedule only. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict with laws provisions; any litigation relating to this Agreement must be filed in either the state or federal courts of New York.

7.6 Federal Use. The Software licensed under this Agreement is “commercial computer software” as that term is defined in 48 CFR 2.101. All U.S. government end users acquire the Software with only those rights set forth in this Agreement, in accordance with 48 CFR 12.212(b) and/ or 48 CFR 227.7202-1(a) and 48 CFR 227.7202-4, as applicable.

CrewLAB Inc.
4818 Carmelynn St, Torrance, California 90503 

LICENSE TERM AND USE RIGHTS: 

2.1 License Term: 
30 days.

2.2   Permitted Number of Production Instances:  1

2.3 Permitted Installation Location(s):
Client Phones as used by current coaches and athletes

2.4 Permitted Territory of Use:  USA