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Intellectual Property Agreement

  • 1. Effective Date: February 15, 2021
  • 2. License
    • 2.1. License Grant
      • 2.1.1.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term (as defined below) an exclusive, royalty-free, non-transferable, non-sublicensable license to use the Licensed Intellectual Property in connection with the conduct of the Business, including to use the Physcal Sales Tax software, API plugin, custom-built coding to connect the API plugin to the Customer’s website, and content (the "Licensed Products/Services")
    • 2.2. Reservation of Rights. Licensor hereby reserves all rights not expressly granted to Licensee under this Agreement.
  • 3. Use of Licensed Intellectual Property.
    • 3.1. Notices
      • 3.1.1. Licensee shall ensure that all use of Licensed Intellectual Property hereunder is used only within the authorized system. Any permitted use of the Licensed Intellectual Property outside of the authorized system is accompanied by or marked with the appropriate proprietary rights notices, symbols, and legends as may be reasonably necessary under applicable law to maintain the Licensed Intellectual Property and Licensor's proprietary rights therein and in such order and manner as may be reasonably specified by Licensor.
    • 3.2. Modifications
      • 3.2.1. As between the Parties, Licensee may configure the API plugin Licensor owns for use on its website(s), ecommerce platform(s) or invoicing systems as authorized under the Seller’s Agreement or Marketplace Facilitator’s Agreement. Licensee hereby assigns to Licensor all of its right, title, and interest in and to all Licensee Modifications, including all rights to apply for any patents or other intellectual property registrations with respect to such Licensee Modifications and all enforcement rights and remedies for past, present, and future infringement thereof and all rights to collect royalties and damages therefor. All applications for registration filed by Licensor with respect to any such Licensee Modification and all patents or registrations issuing therefrom shall automatically be included in the Licensed Intellectual Property and subject to the license granted to Licensee under Section 2.1. At the request of Licensor, Licensee shall promptly execute and deliver such documents as may be necessary or desirable to effect and perfect the foregoing assignment of rights.
    • 3.3. Use of Marks
      • 3.3.1. The Physcal wording and logo are Trademarks of Physcal, Inc. and Physcal Sales Tax LLC. These marks cannot be used without our express written consent showing the purpose the marks will be used for, how the marks will be displayed, and acknowledgment of our Trademarks.
  • 4. Ownership and Protection of the Licensed Intellectual Property.
    • 4.1. Acknowledgment of Ownership
      • 4.1.1. Licensee acknowledges that Licensor owns and will retain all right, title, and interest in and to the Licensed Intellectual Property subject to the license granted in Section 2.1. All use by Licensee of the Licensed Marks, and all goodwill accruing therefrom, will inure solely to the benefit of Licensor.
    • 4.2. Prosecution and Maintenance. Licensor has the sole right, in its discretion and at its expense, to file, prosecute, and maintain all applications, registrations, and patents relating to the Licensed Intellectual Property. Licensee shall provide, at the request of Licensor and at Licensor's expense, all necessary assistance with such filing, maintenance, and prosecution.
  • 5. Enforcement.
    • 5.1. Licensee shall promptly notify Licensor in writing of any actual, suspected, or threatened infringement, misappropriation, or other violation of any Licensed Intellectual Property by any third party of which it becomes aware. Licensor has the sole right, in its discretion, to (a) bring any action or proceeding with respect to any such infringement; (b) defend any declaratory judgment action concerning any Licensed Intellectual Property; and (c) control the conduct of any such action or proceeding (including any settlement thereof). Licensee shall provide Licensor with all assistance that Licensor may reasonably request, at Licensor's expense, in connection with any such action or proceeding. Licensor will be entitled to retain any monetary recovery resulting from any such action or proceeding (including any settlement thereof) for its own account.
    • 5.2. The Party that does not control any action or proceeding brought under Section 4.1 (the "Non-Enforcing Party") shall provide the other Party (the "Enforcing Party") with all assistance that the Enforcing Party may reasonably request, at the Enforcing Party's expense, in connection with any such action or proceeding. The Enforcing Party will be entitled to retain any monetary recovery resulting from any such action or proceeding (including any settlement thereof).
    • 5.3. Confidentiality
      • 5.3.1. Licensee acknowledges that in connection with this Agreement it will gain access to certain confidential and proprietary information of Licensor (collectively, "Confidential Information"). Without limiting the foregoing, for purposes of this Agreement, all trade secrets and confidential information included in the Licensed Intellectual Property, including unpublished patent applications and invention disclosures, will be deemed Confidential Information of Licensor. Licensee shall maintain the Confidential Information in strict confidence and not disclose any Confidential Information to any other person, except to its employees who (a) have a need to know such Confidential Information for Licensee to exercise its rights or perform its obligations hereunder; and (b) are bound by written nondisclosure agreements. Licensee shall use reasonable care, at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the Confidential Information from use or disclosure other than as permitted hereby.
    • 5.4. Indemnification
      • 5.4.1. Licensee shall indemnify, defend, and hold harmless Licensor, its, officers, directors, employees, agents and representatives against all losses, liabilities, claims, damages, actions, fines, penalties, expenses or costs (including court costs and reasonable attorneys' fees) arising out of or in connection with any third-party claim, suit, action, or proceeding relating to (a) any breach of this Agreement by Licensee; (b) use by Licensee of any Licensed Intellectual Property under this Agreement; except for any claim based solely on infringement, misappropriation, or other violation of any intellectual property rights or other personal or proprietary rights of any person or entity arising out of Licensee's permitted use of any Licensed Intellectual Property in accordance with this Agreement.
  • 6. Miscellaneous
    • 6.1. Incorporated Agreements
      • 6.1.1. This agreement hereby incorporates all other agreements that constitute “Our Agreements” as defined in the Physcal Sales Tax Common Definitions. Other agreements contain information important additional information such as our website terms of use, privacy policy, legal liability limitation policies, arbitration policies, and intellectual property usage policies. These agreements and our Common Definitions are linked in this agreement for your reference. Please read these documents carefully.
    • 6.2. Total Agreement
      • 6.2.1. This agreement along with Our Agreements incorporated herein by reference constitute the entirety of our Agreement with you.