OMNIDRIP LICENSE AGREEMENT
When you purchase the right to use the OmniDrip SMS Drip System (“OmniDrip”), you are the Licensee in this Agreement and VPI Group, LLC, an Idaho limited liability company, is the Licensor.
YOU MUST CAREFULLY READ ALL OF THE TERMS OF THIS AGREEMENT BEFORE PURCHASING THIS LICENSE TO USE OMNIDRIP.
- Acceptance of License Terms. When you make a payment towards the purchase price for the license to use OmniDrip, it means that you have read, understand, and accept all of the terms and conditions of this License Agreement.
(a) You agree that VPI Group, LLC is the sole owner (the “Licensor”) of OmniDrip, and as the Licensee, you will not acquire title to OmniDrip.
(b) Pursuant to this Agreement, you are licensed to do the following:
(1) Use OmniDrip in your real estate investment business during the term of this Agreement.
(2) You will be provided (via the LearnisticTM mobile software application) access to one (1) backup copy of OmniDrip or via Google Drive access…
(c) You agree not to use, copy, or modify OmniDrip or any OmniDrip backup copy, in whole or in part, except as expressly provided for in this Agreement.
(d) You agree not to sublicense, assign, or transfer the license or OmniDrip and that any attempt to do so shall be invalid and automatically terminate your license to use OmniDrip.
(e) You agree not to use OmniDrip to promote a real estate investment business that you do not own.
- Term & Termination of License. The license granted by this Agreement shall commence when OmniDrip is purchased by you (the “Commencement Date”) and shall be effective until the 20-year anniversary date of the Commencement Date unless otherwise terminated earlier pursuant to the terms of this Agreement. You may terminate this license at any time by destroying all OmniDrip content within your control or possession. This license shall also be terminated automatically if you (a) fail to comply with any term or condition of this Agreement, (b) fail to pay the full purchase price for the license to use OmniDrip, or (c) attempt to transfer possession of OmniDrip or portion of OmniDrip to a third party for the third party’s commercial use. You also agree that on termination of this Agreement for any reason, you shall immediately destroy all OmniDrip content within your control or possession.
- Warranty of Title. Licensor warrants that it has good title to OmniDrip and the right to license its use to you free of any proprietary rights of any other party. Licensor shall defend you against any claims that use of OmniDrip violates the proprietary rights of any other party.
- Limited OmniDrip Warranty.
(a) Licensor warrants OmniDrip to be free from material defects in materials and workmanship under normal conditions of use for a period of thirty (30) days from the date of delivery of the OmniDrip content to you as set forth on your receipt for the purchase of OmniDrip. This warranty is limited to you, the original Licensee, and is not transferable.
(b) The warranty contained in subparagraph 5(a) does not extend to OmniDrip if it has been damaged as a result of your accident, misuse, abuse, or as a result of service or modification by anyone other than Licensor.
- Waiver of Implied Warranties. YOU ACKNOWLEDGE THAT OMNIDRIP IS LICENSED ON AN ”AS IS” BASIS, AND THAT SHOULD OMNIDRIP PROVE DEFECTIVE, EXCEPT TO THE EXTENT SPECIFIED IN PARAGRAPH 5, YOU (AND NOT LICENSOR) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
- Warranty Disclaimers.
(a) EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 5, NO OTHER WARRANTIES ARE MADE WITH RESPECT TO OMNIDRIP. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED IN THIS AGREEMENT.
(b) LICENSOR DOES NOT WARRANT THAT OMNIDRIP WILL MEET YOUR REQUIREMENTS OR THAT THE USE OF OMNIDRIP SHALL BE ERROR-FREE.
(c) YOU ASSUME RESPONSIBILITY FOR THE SELECTION OF OMNIDRIP TO ACHIEVE THE RESULTS INTENDED BY YOU AND FOR ANY INSTALLATION, USE, AND RESULTS OBTAINED FROM OMNIDRIP.
(d) OMNIDRIP AND/OR ANY COMMUNICATIONS WITH LICENSOR IS NOT A SUBSTITUTE FOR LEGAL, TAX, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. LICENSOR’S PRINCIPALS, EMPLOYEES, AND AGENTS ARE NOT LEGAL, TAX, OR FINANCIAL PROFESSIONALS AND NOTHING IN LICENSOR’S COMMUNICATIONS OR OMNIDRIP SHOULD BE MISCONSTRUED TO MEAN OTHERWISE.
- Warranty Remedies.
(a) During the warranty period Licensor shall replace any part of OmniDrip that fails to meet the express warranty contained in Paragraph 5. If Licensor is unable to deliver a replacement that is free of defects in materials or workmanship, you may terminate this Agreement and receive a refund of the purchase price by destroying all OmniDrip content within your control or possession, requesting a refund, and signing an Affidavit of Destruction in a form satisfactory to Licensor.
(b) You agree that your sole remedies and Licensor’s entire liability are as set forth in subparagraph 8(a).
- Limitation of Remedies. IN NO EVENT SHALL LICENSOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OMNIDRIP, OR LICENSOR’S ACCESS TO YOUR DESIGNATED CUSTOMER RELATIONSHIP MANAGEMENT (CRM) SOFTWARE APPLICATION FOR INSERTION OF OMNIDRIP SEQUENCES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND WHERE APPLICABLE THE ABOVE LIMITATIONS OR EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- Equitable Relief. You acknowledge and agree that remedies at law would be inadequate to protect Licensor against any actual or threatened breach of this Agreement by You, and You agree not to oppose the granting of injunctive or other equitable relief in favor of Licensor (without proof of actual damages) if any such actual or threatened breach (in addition to any remedies to which Licensor may be entitled at law). You further agree to pay all reasonable costs and expenses of Licensor (including attorney, accountant, court costs, and expert fees) in enforcing this License Agreement.
- Governing Law & Jurisdiction. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods; rather, these rights and obligations shall be governed by the law of the State of California, including the Uniform Commercial Code as enacted in California. To the extent You have in any manner violated or threatened to violate Licensor’s intellectual property rights, Licensor may seek injunctive or other appropriate relief in any state or United States federal court, and you consent to exclusive jurisdiction and venue in such courts.
- Force Majeure. Licensor, its principals, employees, and agents shall not be liable for failure to perform any of Licensor’s obligations under this Agreement during any period in which Licensor cannot perform due to fire, earthquake, flood, or other natural disaster, epidemic or pandemic, explosion, casualty, war, terrorism, embargo, riot, civil disturbance, act of public enemy, act of God, or the intervention of any government authority, or similar cause beyond Licensor’s control.
- Severability. If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the applicability of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
- Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach. No waiver of any right under this Agreement shall be effective unless in writing and signed by the party against whom the waiver may be asserted.
- Modification or Amendment. This is the entire Agreement shall not be modified or amended unless done so in a writing signed by duly authorized signatories of both parties.
- Survival. The following sections of this Agreement and any other provisions of this Agreement which by their express language or by their context are intended to survive the termination of this Agreement shall survive such termination: 1, 2(a), 7, 8, 9, 10, and 11.
- Notices. Licensor will contact you as-needed using the mailing address or email address You provided at time of purchase. It is Your obligation to update Your contact information if it changes. If you have any questions or concerns about OmniDrip or this License, You agree to contact Licensor by mail at VPI Group, LLC, Attn: OmniDrip Customer Service, P.O. Box 56, 111 N. 7th st, Coeur D Alene, ID, 83816or by email to paul@ReiOmniDrip.com. Licensor may change its contact information by providing you with notice from time to time.
- Entire Agreement. This License Agreement constitutes the entire agreement with respect to the use of OmniDrip licensed hereunder and supersedes all prior or contemporaneous understanding regarding such subject matter.