Software & Services License Agreement

Effective Date: January 1, 2025 | Last Updated: January 1, 2025

01 Acceptance of Terms

By accessing, downloading, installing, or using any software, digital platforms, creative assets, or professional services provided by Well Known, Inc. ("the Company," "Well Known," or "we"), you ("the User," "Client," or "you") agree to be bound by the terms and conditions set forth in this License Agreement. If you do not agree to these terms, you must immediately cease use and uninstall or remove all copies of the provided materials.

02 License Grant

Subject to your strict compliance with this Agreement, Well Known grants you a limited, non-exclusive, non-transferable, revocable license to:

This license explicitly excludes any rights to resell, sublicense, or distribute the Services as a standalone product or integrated component of a third-party offering without prior written consent.

03 Restrictions

Unless expressly authorized by Well Known in writing, you agree not to:

04 Intellectual Property Rights

All rights, title, and interest in and to the Services, including but not limited to software code, design systems, brand frameworks, documentation, methodologies, and any associated intellectual property rights (patents, trademarks, copyrights, trade secrets, and moral rights), are and shall remain the exclusive property of Well Known, Inc. and its licensors. This Agreement does not convey, assign, or transfer any ownership interest in intellectual property to the User.

05 Termination

This license remains in effect until terminated by either party. Well Known reserves the right to terminate this Agreement immediately upon written notice in the event of a material breach by the User. Upon termination, or expiration of the Services, you must cease all use, permanently delete or destroy all copies of the software and proprietary materials, and confirm such destruction in writing if requested.

06 Disclaimer of Warranties

THE SERVICES AND ALL ASSOCIATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WELL KNOWN EXPLICITLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WELL KNOWN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR MEET YOUR SPECIFIC BUSINESS REQUIREMENTS.

07 Limitation of Liability

IN NO EVENT SHALL WELL KNOWN, ITS AFFILIATES, PARTNERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR SYSTEM FAILURE, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF (OR INABILITY TO USE) THE SERVICES, EVEN IF WELL KNOWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF WELL KNOWN UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

08 Governing Law & Dispute Resolution

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, United States, without giving effect to any principles of conflict of law. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in New York County, New York, and both parties hereby consent to the personal jurisdiction and venue therein.

09 Modifications & Updates

Well Known reserves the unilateral right to modify, update, or replace this License Agreement at any time. Material changes will be communicated via registered email or through a prominent notice within the Services dashboard or official documentation. Your continued access or use of the Services following the publication of revised terms constitutes your express acceptance of the updated Agreement.

10 Contact & Legal Inquiries

For questions regarding this License Agreement, compliance verification, or partnership licensing, please reach out to our legal department:

Well Known, Inc. — Legal Department
123 Creative Blvd, Suite 400
New York, NY 10001, United States
Email: legal@wellknown.agency
Phone: +1 (212) 555-0198