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Licensing Agreement Offer

Hertoff Inc., a Delaware C Corporation, organized and existing under the laws of the United States, with its principal place of business located at 1111B S Governors Ave, STE 7946, Dover, DE 19904, USA (hereinafter referred to as “Licensor”), hereby extends this Public Offer (the “Offer”) to any legal entity or individual (hereinafter referred to as “Licensee”), meeting the eligibility criteria set forth herein, to enter into the License Agreement (the “Agreement”) for the use of the Hertoff Business Platform (the “Platform”) under the terms and conditions specified below.

1. Subject of the Offer

1.1. The subject of this Offer is to grant the Licensee a non-exclusive, non-transferable, and revocable license to access and use the Hertoff Business Platform (hereinafter referred to as “Platform”), developed, owned, and operated by Hertoff Inc. The Platform provides a comprehensive suite of tools for business management, including but not limited to client reservation management, business dashboard creation and management, appointment scheduling, and operational analytics. This license allows the Licensee to utilize the Platform for the purpose of enhancing their business operations, improving client engagement, and streamlining appointment and reservation processes.

1.2. The Licensee is granted the right to access and use the Platform through a web interface or mobile application, subject to the terms and conditions outlined in this Agreement, including any limitations on usage as specified by the Licensor.

1.3. This license is granted solely to enable the Licensee to benefit from the services provided by the Platform as intended and permitted by its functionalities. The Licensee’s rights under this license are limited to accessing and using the Platform in accordance with the Agreement and do not extend to receiving any software, code, or documentation in physical or downloadable form.

1.4. The Licensor reserves the right to update, modify, or discontinue any aspect or feature of the Platform at its sole discretion. The Licensor will provide the Licensee with reasonable prior notice of any significant updates or discontinuation of critical functionalities.

1.5. Acceptance of this Offer constitutes the Licensee’s agreement to comply with all applicable laws and regulations in their use of the Platform and to ensure that the Platform is not used for any unlawful or unauthorized purposes.

1.6. The Licensor will provide tools or instructions for the Licensee to export necessary data before any termination of this Agreement.

2. Acceptance of the Offer

2.1. Acceptance of this Offer by the Licensee shall constitute the formation of a License Agreement (“Agreement”) between Licensor and Licensee under the terms and conditions set forth herein. Acceptance is deemed to occur upon the Licensee’s completion of any of the following actions:

  • Completing the registration process on the Hertoff Business Platform through the Licensor’s designated website or mobile application.
  • Making a payment for the subscription or any service offered by the Hertoff Business Platform.
  • Sending a written acceptance via email or any other written form to the Licensor.

2.2. The date of Acceptance shall be the date on which any of the actions described in section 2.1 are completed.

2.3. This Offer, once accepted, shall remain in effect for the duration specified in the terms of the Licensee’s selected subscription plan or until terminated by either party.

3. License Terms

3.1. Grant of License: The Licensor grants the Licensee a non-exclusive, non-transferable, revocable license to access and use the Hertoff Business Platform strictly in accordance with the terms and conditions set forth in this Agreement.

3.2. Restrictions: The Licensee shall not:

  • Modify, adapt, or create derivative works from the Platform.
  • Sub-license, sell, or transfer rights to the Platform.
  • Reverse engineer or disassemble the Platform, except where expressly permitted by law.

3.3. Intellectual Property: All rights, title, and interest in and to the Platform remain with the Licensor.

3.4. Compliance: The Licensee agrees to use the Platform in compliance with applicable laws, including data protection laws such as GDPR and CCPA, where applicable.

4. Fees, Payments, and Notifications

4.1. Initial License Fee: The Licensee is granted a one-month free license period. Following this, the Licensee must pay a license fee as outlined in their subscription package, exclusive of taxes unless stated otherwise.

4.2. Pre-Expiration Notification: The Licensor will notify the Licensee of impending license expiration 14 days before the expiration date.

4.3. Grace Period: A 14-day grace period is provided post-expiration for license renewal.

4.4. Application Removal: If the Licensee fails to renew their license within the grace period, their client application will be removed from app stores.

5. Termination

5.1. Termination by Licensee: The Licensee may terminate the Agreement by providing written notice. Termination is effective at the end of the current billing cycle.

5.2. Termination by Licensor: The Licensor may terminate the Agreement for cause (e.g., breach of terms) with 14 days’ written notice to the Licensee.

5.3. Effect of Termination: Upon termination, the Licensee’s access to the Platform will cease. The Licensee must export any data before the effective termination date.

6. Intellectual Property Rights

6.1. Ownership: The Platform and all related intellectual property rights are owned by the Licensor.

6.2. Trademarks: The Licensee may not use any trademarks or service marks of the Licensor without prior written consent.

6.3. Feedback: The Licensor may use Licensee feedback for future improvements without obligation.

7. Governing Law and Dispute Resolution

7.1. Governing Law: This Agreement shall be governed by the laws of Delaware, USA.

7.2. Arbitration: Disputes will be resolved through binding arbitration under the Rules of Arbitration of the American Arbitration Association.

8. Force Majeure

8.1. Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, such as natural disasters, acts of government, or technical failures.

9. Contact Information

For inquiries:

  • Address: Hertoff Inc., 1111B S Governors Ave, STE 7946, Dover, DE 19904, USA
  • Phone: +1 (302) 244-5771
  • Email: support@hertoff.com