- The definitions in section 5 below shall be applicable to this licence.
- Rezolve Limited is the owner or licensor of the Intellectual Property Rights in the Licensed Materials. The Customer wishes to obtain the right to use the Intellectual Property Rights in the Licensed Materials in order to utilise the Rezolve Services (which are provided separately under the Rezolve Service Agreement). Accordingly, Rezolve has agreed to grant a licence to such rights on the terms of this licence.
- Licence Grant
- Rezolve hereby grants to the Customer a limited, royalty free, non-exclusive, non-transferable (except as stated in section 2.3 below), revocable licence to use the Licensed Materials solely to enable the Customer to generate and use Rezolve Triggers and to receive the Rezolve Services under and in accordance with the Rezolve Service Agreement, for so long as the Rezolve Service Agreement is in force.
- Rezolve hereby further grants to the Customer the right to use the Rezolve Trademarks on such pages or locations on the Customer’s e-commerce website as may be prescribed by Rezolve from time to time in accordance with the Rezolve Service Agreement. In addition, the Customer may use the Rezolve Trademarks to promote the Rezolve Service. It is a condition of this licence in section 2.2 that the use of the Rezolve Trademarks must comply in all material respects with Documentation, Rezolve Use Guide and any additional instructions received from Rezolve relating Rezolve Trademarks. It is a further condition that all goodwill and rights arising from such usage of the Rezolve Trademarks shall accrue exclusively to Rezolve.
- Any right granted to the Customer may also be exercised by an Affiliate of that Customer where that Affiliate has the right to obtain the Rezolve Services under the Rezolve Service Agreement. Such use by the Affiliate shall be subject to the same restrictions applicable to the Customer under this licence.
- Intellectual Property Rights
- Except for Customer’s licence right to use the Licensed Materials as expressly granted above, all Intellectual Property Rights in and to the Licensed Materials shall vest and remain vested in Rezolve or its licensors. To the extent that Customer acquires any Intellectual Property Rights in the Licensed Materials, Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Rezolve. Customer shall execute all such documents and do such things as Licensor may consider necessary to give effect to this section.
- Customer acknowledges and understands that the Licensed Materials contain confidential and proprietary information and, as a condition of the licence grated herein, it shall not conceal, modify, remove, destroy or alter in any way any proprietary markings of Licensor on or in the Licensed Software or any related materials and documentation.
- Rezolve shall be entitled to raise a claim or otherwise seek equitable relief in any court of competent jurisdiction in relation to any dispute or claim arising out of or in connection with this licence.
- Rezolve may assign its rights to the Licenced Materials and under this licence generally to any Affiliate or any other party.
In this licence, the following terms, when capitalised, have the following meanings:
“Affiliate” means any legal entity or company which a party directly or indirectly (i) controls, (ii) is controlled by or (iii) is under common control with. For purposes of this definition only, to “control” means the power to determine the activities, management or policies of such entity by ownership of a majority (51% or more) of voting rights of its issued capital, by having the right to appoint a majority of the members of its board of directors, or by contract;
“Customer” means the party that has entered into the Rezolve Service Agreement that is not Rezolve or its Affiliate;
“Rezolve Service Agreement” means an agreement between Rezolve (or one of its Affiliates) and a party who is a customer of Rezolve (or the Affiliate) which allows that party to generate and utilise Rezolve Triggers;
“Documentation” means any published user guides or manuals describing the Rezolve Service or any part of it or which explains how to implement the Software or use the Rezolve Service;
“Intellectual Property Rights” means all: copyright; patent rights; trade or service marks; design right; rights in or relating to databases; data; and any other intellectual property rights (registered or unregistered) throughout the world, including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements;
“Licensed Materials” means the Rezolve Platform, the Rezolve Trademarks and the Documentation;
“Merchant Web Portal” means a web-based dashboard for the Customer to review and manage their Rezolve implementation and use of Rezolve Triggers;
“Rezolve” means Rezolve Limited, a company registered in England and Wales with company number 06376989 and its registered office at Unit One, 15 Wedderburn Road, London, England, NW3 5QS;
“Rezolve Triggers” refers to any trigger which may be used to instigate an action using any Rezolve Enabled App, such as a scanable code within printed media, an audio tag, a signal from a “Bluetooth Beacon”, an NFC tag, a “touch to buy” method within a website or app, or any other method as may be specified by Rezolve from time to time;
“Rezolve Enabled App” means any Rezolve Enabled mobile application which can be used by Registered Users to interact with Rezolve Triggers in order to obtain goods or services from third party providers;
“Rezolve Platform” means any Rezolve Enabled App, the Software, the Merchant Web Portal and the servers and infrastructure used by Rezolve for providing the Rezolve Service;
“Rezolve Service” means the service provided by Rezolve (or one of its Affiliates) under the Rezolve Service Agreement;
“Rezolve Trademarks” means the trade marks, service marks or other logos of Powa or its Affiliates which the Customer is expressly entitled, through this licence, to use in relation to the Rezolve Services, as set out in the Rezolve Use Guide;
“Rezolve Use Guide” means the guide (as updated from time to time) which is made available at https://help.rezolve.com/merchants/ which specifies how to use the Rezolve Platform, how the Rezolve Triggers must appear or otherwise be made available by the Customer, and which Rezolve Trademarks may be used by the Customer;
“Registered User” means an individual who downloaded any Rezolve Enabled App and has registered their details therein; and
“Software” means the software (including the application programming interface(s) and supplied ‘Software Development Kit’ (SDK) or ‘plug-ins’) used for providing the Rezolve Service and any upgrades or fixes relating to the same.