SAAS Software Licensing Agreement

This Software Licensing Agreement (the “Agreement”) is entered into by and between MediaOne Studios, RAVN, Inc., a company with its principal place of business at 600 Townsend St. Suite 100 W San Francisco, CA 94103, and “Licensee” collectively, the “Parties”.

1. DEFINITIONS

1.1 Software: Refers to the RAVN platform, a remote audio-video networking software developed and maintained by MediaOne Studios, RAVN Inc., enabling video content delivery via webinars and video conferencing platforms, including but not limited to Zoom, Webex, YouTube, and other similar platforms.
1.2 Services: Refers to the SaaS-based services provided by RAVN to enable Customer access to and use of the Software.
1.3 User: Any individual authorized by the Customer to access and use the Software on behalf of the Customer.
1.4 Effective Date: The date upon which this Agreement is signed by the Parties or the date of initial access to the Software, whichever is earlier.

2. GRANT OF LICENSE

2.1 License: Subject to the terms and conditions herein, RAVN grants the Customer a non-exclusive, non-transferable, revocable license to access and use the Software via the Services for its internal business purposes.
2.2 Authorized Users: The Customer is permitted to allow Authorized Users to use the Software solely for purposes defined by this Agreement.

3. LICENSE RESTRICTIONS

The Customer agrees not to:

  • Copy, modify, or distribute the Software except as expressly permitted by RAVN;
  • Reverse engineer, decompile, or otherwise attempt to derive the source code of the Software;
  • Use the Software to build a competing service or product;
  • Use the Software in any manner that could damage, disable, overburden, or impair the Software’s functionality or security.

4. FEES AND PAYMENT TERMS

4.1 Fees: Customer shall pay all fees associated with the Software, as outlined in the pricing terms agreed upon separately.
4.2 Payment Terms: All payments shall be made in U.S. Dollars within 30 days from the date of invoice or service whichever is earlier.  If payments are not made within 30 days, there will be a monthly fee of 2 percent added per monthly to the payment is paid in full.
4.3 Taxes: Customer is responsible for all applicable taxes associated with the Software, except for taxes based on RAVN’s income.  Taxes due on revenues generated from RAVN productions during the use of RAVN are the full and sole responsibility of the content creator, corporation and licensee.

5. TERM AND TERMINATION

5.1 Term: This Agreement shall commence on the Effective Date and remain in effect until terminated as provided herein.
5.2 Termination: Either Party may terminate this Agreement if the other Party materially breaches any of its terms and fails to cure such breach within 60  days of receiving written notice.
5.3 Effect of Termination: Upon termination, the Customer’s license to use the Software will terminate after 30 days account closing. The customer shall cease all use of the Software with the termination and the 30 days is for final file transfers. RAVN does not retain client content produced from RAVN after 30 days of termination. Therefore: we highly recommend customer transfer all files upon termination immediately after notification or before.

6. PROPRIETARY RIGHTS

RAVN retains all  rights, title, and interest, including all intellectual property rights, in and to the Software and Services. Customer shall not acquire any ownership rights in the Software under this Agreement.

7. CONFIDENTIALITY

Each Party agrees to protect any Confidential Information disclosed by the other Party and use it solely for purposes consistent with this Agreement.  RAVN’s privacy policy is available upon request at operations@RAVNvideo.com

8. WARRANTY DISCLAIMER

The Software is provided “as is,” without warranties of any kind, whether express, implied, statutory, or otherwise. RAVN disclaims all implied warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. LIMITATION OF LIABILITY

In no event shall RAVN be liable to the Customer for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or revenues, arising from or relating to this Agreement.

10. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless RAVN from any claims, damages, or expenses arising out of or relating to Customer’s or its Authorized Users’ use of the Software.

11. MISCELLANEOUS

11.1 Governing Law: This Agreement shall be governed by the laws of the State of California and the country of the USA.
11.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties.
11.3 Amendment: No amendment to this Agreement shall be valid unless in writing and signed by both Parties.
11.4 Assignment: Customer may not assign this Agreement without the prior written consent of RAVN.

Accepted electronically with RAVN terms of use and conditions from Ravnvideo.com