LICENSE AGREEMENT

By using the Widget or clicking on “I agree” (or a similar box or button) when you sign up for an account that uses or allows you to make use of the Widget through Shopify, you agree to be bound by the following non-exclusive license agreement (the “Agreement”). This Agreement is between you, as licensee (“Licensee”) and Measmerize LTD incorporated and registered in England and Wales with company number 10644664 whose registered office is at First Floor, 2 Hampton Court Road, Birmingham, England, B17 9AE. VAT n. GB 280551019 ("Licensor"). Each of Licensor and Licensee will be referred to as a “Party”, and together as the “Parties”. Licensor reserves the right to update and change the Agreement from time to time. Licensor further reserves the right to discontinue, suspend or restrict access to the Widget or to any part/functionality thereof without notice, pursuant to clause 8.1 below. You are advised to check the Agreement regularly for any updates or changes that may impact you. You can review the version of the Agreement in force at any time at HERE. Any reference to the Agreement includes any and all terms and documents incorporated by reference and any amendments thereof.

You can also access our Privacy Policy and Cookie Policy.

WHEREAS:

  1. The Licensor is the entire legal and beneficial owner and licensor of the AI solution (“Software”), which includes an advanced customisable widget (the “Widget”) that allows the use of personalised size recommendation services (the “Services”) by visitors to the website;
  2. The Licensee distributes clothing & shoes products online and is interested in offering, as part of its business, the Services to its Users (as defined below);
  3. Under the terms and conditions of this agreement (the "Agreement"), the Licensee therefore intends to incorporate the Widget, which it accepts, in the Website (as defined below), to allow Users to use the Services.

THE PARTIES AGREE THE FOLLOWING:

1. Interpretation

  1. In addition to the terms defined in other clauses of this Agreement, the terms listed below have the following meanings:
    1. "Media" means media, of any form or type, including hard disk drives and web networks, on which the Widget (including any related technical documentation) is recorded or otherwise incorporated, in whole or in part;
    2. "Information" means all information indicated in Annex I;
    3. "Instructions" means all information and instructions relating to the Widget and its operation provided, including in oral form, to the Licensee by the Licensor, including operating manuals and installation videos;
    4. “Privacy Legislation” means:
      1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
      2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.
    5. “Products” means all articles of clothing and or shoes distributed by Licensee on the Website, with the exception of bags and other accessories;
    6. "Product Detail Page" (or “PDP”), means each page of the Website containing data and information relating to the Products;
    7. “Returns" means the Products, which, after being purchased by the Users through the Website, are returned to the Licensee;
    8. "Transaction" means the successful conclusion of an order by a consumer, or an equivalent operation on the Website for the purchase of Products by the User;
    9. “UK GDPR” means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) as defined in the Data Protection Act 2018. Personal Data is subject to the legal safeguards specified in the UK GDPR;
    10. "User" means each user of the Website;
    11. "Widget Content" means all content accessible through the Widget, including information, data, materials, notices, codes, graphic and textual, static and dynamic components, trademarks, images, logos, headers, search boxes, cookies and active links that may link to such content or to the Licensor's website;
    12. “Website” means the Licensee’s websites accessible through its domain(s) and through all extensions of the same domain used by Licensee during the term of this Agreement.
  2. The definitions identified in this Agreement are understood to refer to the terms both in the singular and in the plural and in both the masculine and feminine.
  3. Any reference to the clauses and Annexes must be understood as being made to the clauses and annexes of this Agreement, unless otherwise expressly indicated.
  4. The use of the terms "included" or "in particular" means "included, without limitation" and "in particular, without limitation".
  5. Clause, Annex and paragraph headings shall not affect the interpretation of this agreement.
  6. The Preamble and the following Annexes form an integral and substantial part of this Agreement:
    1. Annex I: Information
    2. Annex II: Marketing & Communication Program

2. License

  1. Under the terms, conditions and only for the duration of this Agreement, and subject to Licensee’s full compliance with the payment obligations hereunder, the Licensor grants the Licensee, who accepts, a non-exclusive and non-transferable use license, to incorporate the Widget on the Website according to the Instructions, to allow the User access to the Services (the "License").
  2. For mere clarity, the Licensee may not, directly or indirectly, permanently or temporarily, totally or partially:
    1. copy, reproduce, distribute, disclose, modify, adapt, transform or translate the Widget;
    2. incorporate the Widget into programs, applications, or other works of any nature, without the prior written authorization of the Licensor;
    3. grant a license for use or assign any other rights on the Widget to third parties;
    4. remove, disable, make unreadable, obscure or otherwise alter the Widget or the Widget Content;
    5. apply costs, commissions or price increases to Users for the use of the Widget; and/or
    6. carry out activities aimed at discovering the source codes, protocols or any company secret or other Confidential Information relating to the Widget, the Software and in general the Licensor's activity.
  3. The Licensee expressly acknowledges and accepts that:
    1. the Widget allows Users to access the Services and Widget Content;
    2. through the execution of this Agreement, the Licensor will have access to data relating to the Products, Users and Transactions and may use them together with other personal data as set out in clause 10 below as an independent data controller pursuant to and in accordance with the Privacy Legislation, for the purposes of performing the Services for Users, the correct functioning, updating and evolution of the Widget, the Software and of the Services, and customising and improving the Services for Users; and
    3. without prejudice to clause 6.1 below, the Widget and any content or materials contained therein, including any elements thereof, are provided as is and without warranties of any kind.
  4. The Parties, in order to publicize their collaboration, undertake to carry out the advertising and communication activities provided for in the program referred to in Annex II to this Agreement (the "Marketing & Communication Program").

3. Licensee's Obligations and Warranties

  1. The Licensee undertakes to:
    1. embed the Widget within the Website according to the Instructions, in a clearly visible and easily accessible way to Users for the duration of this Agreement;
    2. pay, regularly and punctually, the Fees (as defined below) to the Licensor; and
    3. provide the Information to the Licensor in a correct, complete and truthful manner, according to the methods and times indicated in Annex I.
    4. to incorporate into its Website cookies or other tracking technologies (including “third party cookies”) used by the Licensor in relation to the execution of the Services, respecting applicable dispositions in relation to the applicable Privacy Legislation
  2. The Licensee expressly declares and warrants:
    1. to comply with all the rules applicable to the exercise of its business in relation to this Agreement;
    2. to be the legitimate owner of all rights on the Website; and
    3. that the Website and its contents do not violate any applicable law or third-party rights.
  3. With respect to the personal data of the Users transmitted to the Licensor in execution of this Agreement, the Licensee undertakes to:
    1. transmit such data to the Licensor in a pseudonymised form;
    2. fulfill all the obligations established by the Privacy Legislation, assuming in particular the responsibility of (i) providing the required information to the Users concerned and (ii) fulfilling all the other obligations envisaged for the "data controller"; and
    3. release the Licensor from any liability, damage, penalty, cost or expense, of any nature, deriving from the Licensee's failure to comply with the obligations provided for by the Privacy Legislation and this Agreement.

4. Fees

  1. The Licensee will pay the Licensor the below amount expressed in United States Dollars plus VAT (where applicable), per month (the "Fees"), based on the total number of monthly orders executed by the Licensee:
    # orders/month Price per month
    14 days free trial $0
    <500 $$49
    501-1000 $99
    1001-1500 $149
    1501-2000 $199
    2001-5000 $500
    5001-10000 $999
    10001-15000 $1499
    >15001 Contact sales
    If the Agreement extends after the Trial Period pursuant to clause 8.1 below, then the total number of monthly orders made in the first month of the Agreement will be calculated considering also the orders placed during the 14-day Trial Period.
  2. The Fees will be paid by the Licensee directly through its monthly Shopify bill.

5. Intellectual Property

  1. The Licensee expressly acknowledges and agrees that:
    1. the Licensor is the exclusive owner of all rights relating to the Widget, the Widget Content, the Instructions, the Software and the Services (the "Intellectual Property"); and
    2. except as expressly provided for in clause 2.1 above, the Licensee does not have, and will not acquire, any rights with respect to Intellectual Property.
  2. The Licensee undertakes:
    1. not to behave (through actions or omissions) in such a way as to give rise to the suspicion or belief that the Licensee has intellectual property rights other than or additional to the rights expressly conferred on it under this Agreement;
    2. not to prejudice in any way the validity, distinctive capacity and reputation of the Intellectual Property; and
    3. not to register or attempt to register in any territory or product class, intellectual property that is the same, similar or confusing to Intellectual Property; and promptly report to the Licensor any actual or suspected infringement of Intellectual Property rights of which it becomes aware.

6. Disclaimer of Warranty and Limitation of Liability

  1. Licensee uses the Widget at its sole risk. The Widget is provided in the state of fact and law in which it is found, without any guarantee. In particular, the Licensor does not guarantee that the Widget or the Software will be free from errors or defects and does not guarantee its performance with respect to the Licensee's needs.
  2. Except as expressly stated in clause 6.3, the Licensee expressly acknowledges and accepts that the Licensor shall not be liable, except for willful misconduct or gross negligence, for any damage (including loss of profit, discredit or loss of data) arising from:
    1. use, non-use, or malfunction of, or inability to use, the Widget; or
    2. unauthorized access, alteration of transmissions or data, viruses, or any other circumstance inherent in the Widget or Software deriving from the work of third parties.
  3. The exclusions in clause 6.1 and clause 6.2 shall apply to the fullest extent permissible at law, but the Licensor does not exclude liability for:
    1. death or personal injury caused by the negligence of the Licensor, its officers, employees, contractors or agents;
    2. fraud or fraudulent misrepresentation;
    3. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
    4. any other liability which may not be excluded by law.

7. Confidentiality

  1. Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.
  2. Each party may disclose the other party's confidential information:
    1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 7; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
  4. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
  5. It is understood that any communications imposed by law, or the disclosure of information already in the public domain, as well as the sharing of information with their respective representatives, are not subject to the prohibitions referred to in this Clause, provided that they are bound by the same confidentiality obligations referred to in this Agreement and only to the extent necessary for its proper execution.

8. Duration and Effects of Termination of the Agreement

  1. This Agreement includes a 14-day Trial Period. It will automatically renew unless the Licensee terminates it by notifying the Licensor via email or stopping the use of the Widget.

    After the Trial Period, this Agreement has an indefinite duration, except for the right of withdrawal which can be exercised by each Party without notice. Termination will come into effect at the end of the current Shopify billing cycle.
  2. Upon termination of this Agreement for any reason, the Licensee shall
    1. without delay and without retaining a copy:
      1. remove the Widget from the Website and all other Media (by destroying them if necessary) and
      2. at the Licensor's discretion, destroy or return the Instructions; and
    2. in relation to the Fees accrued and not paid, also by way of derogation from clause 4.1:
      1. provide the Licensor with the Information referred to in point 2 of Annex I, within 15 (fifteen) days from the date of termination of the Agreement and
      2. pay the Licensor the accrued Fees, within the next Shopify billing cycle following the date of termination of the Agreement.
  3. The clauses 1, 5, 7, 8, 11 and 12 will survive the termination, expiration or termination of this Agreement for any reason.

9. Express Termination Clause

  1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
    1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 (thirty) days after being notified in writing to make such payment;
    2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 15 (fifteen) days after being notified to do so;
    3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
    4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
    6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
    8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
    9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
    10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 (fourteen) days;
    11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(c) to clause 9.1(j) (inclusive);
    12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; and/or
    13. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

10. Processing of Users' Personal Data

  1. With respect to the processing of personal data under this Agreement, the Parties agree as follows:
    1. the Parties act as autonomous data controllers under the relevant Privacy Legislation for the processing of their respective personal data necessary for the execution of this Agreement in the context of the contractual relationship between the Parties;
    2. Licensor acts as an independent data controller under the relevant Privacy Legislation for the processing of Users' personal data collected through the Widget, cookies and other first or third party processing technologies integrated by the Licensee into the Website as outlined by article 3.1.d). ,which Licensor processes for the following purposes:
      1. performance of the Services for the benefit of the Users;
      2. proper functioning, updating and evolution of the Widget, the Software and the Services; and
      3. customisation and improvement of the Services for the Users,
      4. to report on the operation of the Widget; and
      5. to facilitate size selection by Users on the Licensee’s website.
    3. The Licensee guarantees that the Licensee's Data transmitted to the Licensor can be processed by Licensor for the purposes indicated above in compliance with the relevant Privacy Legislation.
  2. The clauses 1, 5, 7, 8, 11 and 12 will survive the termination, expiration or termination of this Agreement for any reason.

11. General Provisions

  1. This agreement, the schedules and the documents annexed as appendices to this agreement or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.
  2. The Parties expressly agree that this Agreement does not give rise to the formation of a company, business association, joint venture or other contractual association between the Parties, which will continue to remain independent legal entities.
  3. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
  4. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
  5. Any notice given to a party under or in connection with this contract shall be in writing and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service or by email to the following addresses; or to those subsequently indicated in writing with the same procedures by each Party to the other:
    if to the Licensor:
    Measmerize LTD
    First Floor, 2 Hampton Court Road
    B17 9AE Birmingham England (United Kingdom)
    Email: shopify@measmerize.com
    For the attention of: Filippo Calenti
    if to Licensee:
    to the e-mail and/or address provided by the Licensor during Widget registration.

12. Jurisdiction and Governing Law

This contract is subject to the laws of England & Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Annex I
Information

  1. Licensee, by integrating the Widget into its Website, agrees to provide to the Licensor, directly via Shopify, the following information:
    1. When onboarding your assortment into the Widget:
      1. anthropometric measurements; or, in the absence of these, measurements and wearability of the garment expressed in centimeters;
      2. size;
      3. product code;
      4. product category;
      5. gender;
    2. To finetune the algorithm, and to enable analytics:
      1. Transaction code;
      2. product code;
      3. price paid by the User;
      4. size(s) of the Product;
      5. in relation to Returns: reason for Return, if available.

Annex II
Marketing & Communication Program

The goal of the Marketing & Communications Program is to enable the Licensor to advertise the positive impact of the Licensor Services to prospective customers. To this end:

  1. The Licensor may refer to the Licensee as a "Customer" or "Partner" in both oral and written communications, and use a sanitized version of the data and results relating to the results of the collaboration in the publicity material disseminated to the public. The Licensor may also use the Licensee's logo on its website or other commercial and/or marketing communications by identifying the Licensee as a customer of the Licensor, including but not limited to Social Media platforms (e.g. Linkedin).
  2. After the Trial Period, the Licensee undertakes to collaborate, at the request of the Licensor and at Licensee’s costs, in the following activities:
    1. brief and truthful testimony in writing addressed to the public and previously agreed by the Parties, by an executive (at least C-Level or VP-Level) of the Licensee, certifying why the Licensee has chosen the Licensor. Reviews will always be spontaneous and not agreed by the Parties;
    2. carrying out case studies, including of a financial nature, on the impact of the Licensor's Services on the Licensee's business. Licensee will have the right to decide which data will be included in these case studies.