PLATFORM LICENSING AGREEMENT FOR ChamberAIx Platform. ChamberAIx is a Zamzilla platform. This agreement is for the purpose of the individual, business or entity to launch one of the chapters of ChamberAIx.
This Platform Licensing Agreement is entered into this [Today], by and between ZAM ZILLA LLC “ZAMZILLA” (Licensor) or “ChamberAIx”, and User/Member/Partner (Licensee).
WHEREAS, ZAM ZILLA LLC “ChamberAIx” (the Licensor) is engaged in designing and developing AI-driven Digital Business Platforms and related solutions. Specifically, ZAMZILLA has created and developed GEO & AI-driven Workflow Automation platform, ChamberAIx, tailored for the Chamber of Commerce entities.
WHEREAS, the ChamberAIx Member/Partner/User (the Licensee) desires to utilize the Licensor’s Platform within the agreed geographic area- city, town or metro area.
WHEREAS, both parties believe it is mutually beneficial to enter into an agreement where the Licensee can use the Licensor’s Platform on Licensor’s hosting environments, subject to the terms and conditions outlined in the agreement:
- LICENSE.
Licensor hereby grants to Licensee, for the term of this Agreement, an exclusive, non-assignable right and license to make available of its AI-driven Business as a Service platform aligning with the Licensor’s AI-driven workflow automation and AI search marketing strategy. Licensee’s responsibilities include identifying new member opportunities, coordinating lead landing pages, and curating content to maximize lead conversion—all without compromising the Licensor’s robust AI-drive automation and AI-driven SEO (GEO) marketing efforts. This license is specifically limited to generating, brands, opportunities and infusing AI-driven approaches to support Licensee’s workflow automation and search marketing efforts in the agreed geographic area. In the event that Licensee wishes to expand to additional regions or platforms, Licensee must promptly notify Licensor, provide details of the new opportunities, and agree to pay the Additional Platform Fee as outlined in Schedule A (attached hereto).
No right or license is conveyed to Licensee for using the Platform at any other location. Licensee is strictly prohibited from making any copies (archival or otherwise) of the Platform. Furthermore, Licensee must use the Platform solely in accordance with the terms described above. - TERM.
This Agreement shall become effective upon execution by both parties and shall extend for an initial period of 1 year (the “Initial Term”). Subsequently, the Agreement will be automatically renewed for additional 1-year Extended Terms unless Licensee provides written notice to Licensor expressing its intention not to renew. Such notice must be given at least 30 days prior to the expiration of the then-current Term. - COMPENSATION.
In consideration of the licenses granted herein, during the Initial Term of the Agreement, and for each subsequent Extended Term, Licensee agrees to pay Licensor the licensing subscription Fee as specified in Schedule A. The payment schedule for this fee is outlined in the same schedule.
Should Licensee decide to add additional geographic locations to the currently licensed platform(s), Licensee further agrees to pay Licensor an Additional Fee per platform, as detailed in Schedule A. These fees will be prorated in accordance with the addition of new platforms in the specified geographic location.
Upon the launch of any new platform, Licensee commits to paying Licensor the Launch Fee as indicated in Schedule A. Additionally, if additional platforms become necessary, Licensee shall remit the Additional Platform Fee outlined in Schedule A before such launch occurs. - INTELLECTUAL PROPERTY AND CONFIDENTIALITY.
Licensor’s Rights: Licensor shall retain exclusive interest in and ownership of its intellectual property rights related to the Platform. Licensor expressly reserves all rights not explicitly granted under this agreement.
Platform Ownership: Licensee acknowledges that the Platform is the proprietary and confidential property of Licensor. As such, Licensee agrees to the following:
a. Non-Disclosure: During the term of this Agreement and for additional years thereafter, Licensee shall not disclose or reveal the Platform to any third party without the prior express written consent of Licensor. Licensee may only utilize the Platform as specified in this Agreement.
b. Limited Use: Licensee shall not use the Platform for any purpose other than what is explicitly described in this Agreement.
Confidentiality Obligations:
a. Reasonable Precautions: Licensee shall take all reasonable precautions to maintain the confidentiality of Licensor’s Platform.
b. Employee and Assignee Responsibility: Licensee shall ensure that its employees, sub-licensees, members, and assignees also preserve the confidentiality of the Platform against third parties.
Survival Clause: The provisions of this clause shall survive the termination of this Agreement. - PLATFORM LAUNCH, TRAINING, AND ACCEPTANCE.
Platform Launch:
Licensor will launch the Platform on its hosting environment, once the Licensee meet the requirements of the Licensor.
Upon launch, Licensor will grant Licensee appropriate access to the Platform’s frontend, following Licensor’s standard customer access procedures.
Training:
As part of the launch process, Licensor shall provide training to at least one representative from Licensee.
This training will cover the effective use of the Platform and will be conducted via remote access.
Acceptance:
Licensee’s acceptance of the Platform will be deemed complete upon successful training and access to the frontend.
No additional consideration is required for this training. - WARRANTIES.
Platform Performance Warranty:
Licensor warrants that the Platform will perform in accordance with the specifications provided to Licensee, as determined by Licensor.
Important Note: The warranty provided herein supersedes all other warranties, whether express or implied, arising from either the parties’ agreement or operation of law. This includes the warranty of merchantability or fitness for a particular purpose.
Claim Resolution:
In the event that Licensee makes a claim under this warranty, Licensor has the option to either repair or replace the Platform.
If Licensor fails to repair or replace the Platform within a reasonable period, Licensee’s sole recourse is to terminate the Agreement. Licensor’s sole obligation then becomes the return of any Lead fee paid by Licensee up to the specific date of failure.
Limitation of Liability:
Licensor shall not be liable for any incidental, consequential, or punitive damages resulting from its performance or breach of this Agreement.
Third-Party Dependencies:
Licensor’s platform performance and results are entirely reliant on third-party search engines, cloud infrastructure and security solutions. Licensor has no control over their algorithms, which may change over time. Therefore, there is no guarantee that the results and performance of the platform will remain consistent.
Software Tools and Dependencies:
Licensor employs an array of software tools, know-how, manual processes, Generative AI, and automation processes.
These tools may be based on open-source software or third-party solutions, which could impact the platform’s future performance.
Third-party tools may introduce bugs, threats, and cause damage, including data loss.
While Licensor strives to maintain optimal performance through software updates and reliable security tools, unforeseen situations may lead to platform crashes, security breaches, or data loss.
No Liability for Third-Party Tools:
Licensor shall not be liable for any issues arising from third-party tools, open-source components, or security software. - IMPROVEMENTS AND MAINTENANCE.
Licensor is committed to maintaining the platform’s optimal performance. To achieve this, the following practices will be followed:
Software Updates:
Licensor will regularly update the platform’s software tools, open-source components, generative AI tools, and automation processes.
These updates will incorporate the latest enhancements and security patches.
Continuous Improvement:
Licensor, at its discretion, will enhance the platform by introducing new tools, features and capabilities.
These improvements will align with industry trends and user needs.
Adaptive Approach:
Licensor acknowledges that third-party tools and external factors may impact the platform’s performance.
While striving for excellence, Licensor will adapt to unforeseen situations and maintain a proactive stance.
Platform Security:
Licensor utilizes security solutions to protect infrastructure, network and applications. Third-party tools and external factors may impact the platform’s security, availability and performance beyond Licensor’s control.
End-user security stays in the control and responsibility of end-users. - CONTENT CONTROL AND LICENSOR’S AUTHORITY
Licensor’s & Licensee’s Content:
While Licensor collaborates with Licensee to assist with lead generation & conversion, AI-driven workflow automation and GEO marketing, it is essential to recognize that the core business of Licensor revolves around AI-driven workflow automation and GEO Marketing.
Client content remains the client’s property and may be removed upon termination.
Content generated by Licensor’s AI remains the property of Licensor unless otherwise agreed.
Licensor reserves the right to make final decisions regarding content, ensuring alignment with the platform’s marketing objectives and overall AI strategy.
Licensee has the right to suggest, recommend and coordinate the tools on the platform with the Licensor. Both parties will aim their best efforts to increase the lead conversion rate.
All user-generated content with the assistance of AI tools, is the sole responsibility of the user; however, ownership of such content remains the exclusive property of the Licensor. - TERMINATION RIGHTS.
The following termination rights supplement any other termination provisions outlined elsewhere in the Agreement:
Mutual Right to Terminate in Year One
The first 3-months are a building phase. As such both parties are committed to executing the agreement as outlined. In that period, there must be a mutual agreement to terminate.
Exception to mutual agreement for breach as outlined below.
Breach & Right to Terminate on Notice
In the event of a breach of any provision within this Agreement, either party has the right to cure within 30-days of the notice period. - POST-TERMINATION RIGHTS.
Termination of Licensee Rights:
Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall immediately terminate and revert to Licensor.
Licensee must discontinue all use of the Platform and related materials.
Material Transmission:
Following the expiration or termination of this Agreement, Licensor may request that Licensee transmit all material related to the Platform to Licensor.
However, Licensee is permitted to retain a full copy of all material, subject to the confidentiality provisions outlined in this agreement. - INDEMNITY.
Licensee (as the indemnifying party) agrees to indemnify Licensor (as the indemnified party) against all losses and expenses, including reasonable attorney fees, arising from any proceeding related to Licensee’s unauthorized customization, modification, or other alterations to the Platform. This includes claims that such customization, modification, or alterations infringe upon a third party’s Intellectual Property rights. - NOTICE.
Any notice required under this Agreement shall be in writing and sent by certified or registered mail, return receipt requested, or delivered via a national overnight express service. Either party may update the address for notice or payment by providing written notice to the other party as specified in this paragraph. - JURISDICTION AND DISPUTES.
In the event of any dispute, disagreement, or claim arising out of or related to this platform subscription agreement, the parties agree to follow a structured dispute resolution process before pursuing legal action. The purpose of this process is to encourage amicable resolution and avoid unnecessary litigation.
Governing Law:
All disputes arising from this Agreement shall be resolved in the applicable state or federal courts of the State of California.
Steps in the Dispute Resolution Process
Negotiation and Informal Discussion:
The Parties agree that prior to utilizing the dispute resolution mechanism provided for in this Agreement, the disputing party shall give written notice of the alleged breach to the other Party, and the Parties shall meet in good faith to cure any breach and resolve any differences, provided, however, that such right of notice and opportunity to cure shall not extend any timetables set forth elsewhere in this Agreement or in applicable Law for longer than a period of thirty (30) days without the written consent of the Parties to continue such opportunity to cure.
If negotiations fail to yield a satisfactory resolution within a reasonable time, the following steps shall be followed.
Arbitration:
The parties agree to submit the dispute to binding arbitration. Arbitration shall be conducted by a neutral third party (the “Arbitrator”) mutually agreed upon by both parties.
The Arbitrator’s decision shall be final and binding. The arbitration process shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or any other agreed-upon arbitration body.
The parties shall share the costs of arbitration equally unless otherwise specified.
Legal Action
If all other avenues fail, either party may initiate legal action. However, the parties acknowledge that litigation should be the last resort and shall make reasonable efforts to resolve disputes through the above process before pursuing legal remedies.
All disputes arising from this Agreement shall be resolved in the applicable state or federal courts of the State of California.
The parties consent to the jurisdiction of such courts.
Additionally, the parties agree to accept service of process electronically.
Any jurisdictional or venue defenses otherwise available are waived without reference to conflict of laws principles. - ADHERENCE TO LAWS
Licenseor commits to maintaining content and AI-driven workflow automation techniques in compliance with state regulations. Licensor recognizes that technology’s dynamic nature prevents absolute certainty. Should any discrepancies arise, the Licensor shall promptly address them upon notification or awareness. - AGREEMENT BINDING ON SUCCESSORS.
This Agreement shall be legally binding upon the parties hereto and shall extend to their heirs, administrators, successors, and assigns. It ensures that the rights and obligations outlined in this Agreement persist beyond the immediate parties involved. - WAIVER.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. - SEVERABILITY.
If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. - ASSIGNABILITY.
The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor. - INTEGRATION.
This Agreement constitutes the entire understanding of the parties, revoking and superseding all prior agreements between them. It serves as a final expression of their Agreement. The Agreement shall not be modified or amended except in writing, signed by the parties hereto, specifically referring to this Agreement. It takes precedence over any other conflicting documents.