1. Parties
This Agreement is between:
| Licensor | Glexicon Foundation ("Glexicon") |
| Licensee | [Company Name] ("Customer") |
2. Definitions
| Term | Definition |
|---|---|
| Protocol | The Glexicon proprietary data optimization method, trade secret, and associated algorithms. |
| Token | The output generated by the Protocol (Tick Tock Token). |
| Drive | The secure, tamper-proof storage device containing the Protocol. |
| License Term | The period specified in Section 4. |
3. Grant of License
Glexicon grants Customer a non-exclusive, non-transferable, worldwide license to:
Use the Protocol solely for Customer's internal business operations
Deploy the Drive on Customer's premises
Generate and store Tokens for Customer's data
Customer may not:
Reverse engineer, decompile, or disassemble the Protocol
Copy, duplicate, or reproduce the Drive
Share, sell, or transfer Tokens outside Customer's organization (except as permitted under Section 6)
Disclose the method, mathematics, or inner workings of the Protocol
4. License Term and Fees
| License Type | Term | Annual Fee |
|---|---|---|
| Standard Enterprise | 12 months | [AMOUNT] |
| Premium Enterprise | 12 months | [AMOUNT] |
| Strategic Partner | Negotiated | Negotiated |
Renewal: Automatic unless either party provides 30 days' written notice.
Late Payment: Interest at [X]% per month on overdue amounts.
5. Delivery and Acceptance
Glexicon shall deliver:
One (1) secure, tamper-proof Drive containing the Protocol
Quick start documentation
Support contact information
Customer shall inspect the Drive upon receipt. Acceptance is deemed upon use.
6. Token Allocation (Tick Tock Points)
Customer receives an annual allocation of Tick Tock Points based on License Tier.
| Tier | Annual Points | Point Value (Redemption) |
|---|---|---|
| Standard | [NUMBER] | [VALUE] |
| Premium | [NUMBER] | [VALUE] |
Points may be:
Redeemed for discounts on annual renewal
Redeemed for support packages
Redeemed for training and consulting
Transferred to affiliates with Glexicon's written consent
Points have no cash value. Points are not currency. Points expire [X] days after license termination.
7. Confidentiality
The Protocol, its method, its mathematics, and its inner workings are Glexicon Trade Secrets.
Customer agrees:
Not to disclose any aspect of the Protocol to third parties
To restrict access to employees with a need to know
To sign non-disclosure agreements with any employee accessing the Protocol
To notify Glexicon immediately of any unauthorized disclosure
Breach of this section causes irreparable harm. Glexicon is entitled to injunctive relief without bond or other security.
8. Proprietary Rights
All intellectual property in the Protocol remains with Glexicon.
Customer owns its data. Customer owns its Tokens. Customer does not own the method.
No license is granted except as expressly stated.
9. Support
| Tier | Support Hours | Response Time |
|---|---|---|
| Standard | Business hours [TIMEZONE] | 48 hours |
| Premium | 24/7 | 4 hours |
Support includes:
Technical assistance
Drive replacement (defective units)
Protocol updates (if any)
10. Warranties
Glexicon warrants:
The Drive will be free from defects upon delivery
The Protocol will perform as described in documentation
Disclaimer: THE PROTOCOL IS PROVIDED "AS IS." GLEXICON DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
11. Limitation of Liability
Maximum liability: Amount paid by Customer in the preceding 12 months.
Excluded damages: Lost profits, lost data, indirect, consequential, or punitive damages.
12. Indemnification
Customer shall indemnify Glexicon against claims arising from:
Customer's misuse of the Protocol
Customer's breach of confidentiality
Customer's violation of applicable laws
13. Termination
Termination for Cause:
Either party may terminate on 30 days' notice of material breach not cured within that period
Glexicon may terminate immediately if Customer breaches confidentiality
Effect of Termination:
Customer must cease using the Protocol
Customer must return or destroy the Drive
Customer may retain Tokens (they are Customer's data)
Customer may not generate new Tokens
14. Governing Law
This Agreement is governed by the laws of [JURISDICTION]. Disputes shall be resolved by binding arbitration in [LOCATION].
15. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, representations, or agreements.
Signatures
By signing below, both parties agree to the terms of this Enterprise License Agreement.