Hintonn - CustomerLab
STRATEGIC COLLABORATION AGREEMENT

This Strategic Collaboration Agreement (“Agreement”) is entered into between:
Licensor: Hintonn, a brand of CustomerLab LLC, owner and developer of the proprietary AEO Analyser & Markup Systems (“Licensed Software”), having its principal place of business at:
Registered Office (U.S.):
16192, Coastal Highway, Lewes, Delaware - 19958, Sussex, United States
India Office:
405, Gala Empire, Opp. Doordarshan TV Tower, Thaltej, Ahmedabad, Gujarat, India – 380058
(“Hintonn”, “Provider”, “We”, “Us”, or “Our”),
AND
Collaborator: The individual or entity clicking “Agree & Continue,” duly authorized to bind itself or its company, and intending to enter this Agreement for the purposes set out herein.
Effective Date: The date on which the Collaborator clicks “Agree & Continue.”
 
1. Authority & Representations
1.1 Collaborator represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations.
1.2 If Collaborator is an entity, the individual clicking “Agree & Continue” represents they are duly authorized to bind that entity.
 
2. License Grant & Restrictions
2.1 Licensor grants Collaborator a non-exclusive, non-transferable, revocable license to distribute the Licensed Software as a whitelabel solution.
2.2 Collaborator shall not:
(a) sublicense, resell SaaS access, rent, or lease the Licensed Software;
(b) reverse engineer, copy, or create derivative works;
(c) wrap, integrate, or interoperate the Licensed Software with third-party systems to create derivative or competing offerings;
(d) use the Licensed Software for black-hat SEO, spam, scraping, or unlawful practices;
(e) integrate with AI/LLM tools unless approved in writing by Licensor.
2.3 Licensor may suspend or revoke this license immediately upon breach.
 
3. Intellectual Property & Trade Secrets
3.1 All rights, title, and interest in the Licensed Software remain vested in Licensor.
3.2 Collaborator acknowledges that algorithms, source code, datasets, and related documentation constitute Licensor’s trade secrets, and shall not attempt to access, disclose, or misappropriate them.
3.3 Feedback provided by Collaborator shall vest in Licensor; Collaborator waives any moral rights therein.
3.4 Licensor shall be entitled to injunctive relief for any threatened or actual IP or trade secret breach.
 
4. Fees & Royalties
4.1 Collaborator shall pay Licensor a royalty of five percent (5%) of Gross Sales for each analysis report.
4.2 A minimum royalty of INR One Hundred (₹100) shall apply per report, even if provided free of cost or at a discount.
4.3 Payments are due Monthly, within 30 days of Month end, in [Currency] via wire transfer/approved methods.
4.4 Collaborator shall bear all taxes, withholdings, and conversion charges. Payments shall be grossed up so the Licensor receives the net amount due.
4.5 Late payments accrue 12% annual interest.
 
5. Audit & Enforcement
5.1 Licensor may audit Collaborator’s records annually, with 10 days’ notice.
5.2 Licensor may implement usage tracking features; Collaborator shall not disable or interfere with them.
5.3 If underreporting is found, Collaborator shall pay:
(a) the shortfall with interest, and
(b) liquidated damages = 2× the underpaid royalties.
 
6. Confidentiality & Data Security
6.1 Each Party shall keep confidential all non-public information disclosed under this Agreement.
6.2 Exceptions: information that (a) is public without breach, (b) is independently developed, or (c) is required to be disclosed by law.
6.3 Confidentiality lasts five (5) years, indefinite for trade secrets.
6.4 Collaborator shall implement industry-standard security controls to safeguard access.
 
7. Compliance
7.1 Collaborator shall comply with all applicable laws, including:
(a) data protection (GDPR, India DPDP Act);
(b) export control and sanctions regulations;
(c) ethical business practices.
7.2 Licensor provides no warranty as to AI-generated outputs, which may contain biases or copyright uncertainties.
 
8. Term & Termination
8.1 Term: Three (3) years from Effective Date, unless terminated earlier.
8.2 Either Party may terminate for convenience with 90 days’ notice.
8.3 Licensor may terminate immediately for:
(a) IP breach,
(b) unauthorized sublicensing/resale,
(c) royalty evasion,
(d) unethical or unlawful use.
8.4 Collaborator shall transition all clients to Licensor within 30 days of termination. Failure entitles Licensor to contact clients directly and retain all revenues.
8.5 Obligations relating to royalties, audits, confidentiality, IP, indemnity, and dispute resolution survive termination.
 
9. Liability & Indemnity
9.1 Licensor’s total liability is capped at the greater of:
(a) Fees paid in the 12 months prior to claim, or
(b) INR [X amount].
9.2 Licensor is not liable for indirect, incidental, or consequential damages.
9.3 This cap does not apply to Licensor’s fraud or gross negligence.
9.4 Collaborator’s liability is uncapped for breaches of IP, confidentiality, data protection, or royalty reporting.
9.5 Collaborator shall indemnify Licensor for any third-party claims arising from misuse of the Licensed Software.
 
10. Force Majeure
Neither Party shall be liable for delays caused by events beyond reasonable control (natural disasters, cyberattacks, government restrictions).
Payment obligations are not excused.
The affected Party must notify the other within 10 days and mitigate impact.
 
11. Governing Law & Dispute Resolution
11.1 This Agreement is governed by Indian law.
11.2 Disputes shall be resolved first by good-faith negotiation, then mediation.
11.3 If unresolved, disputes shall be referred to arbitration under the Arbitration & Conciliation Act, 1996, seated in New Delhi, conducted in English, by a sole arbitrator appointed by the Delhi High Court.
11.4 Arbitration shall be confidential.
11.5 Licensor may seek interim injunctive relief in New Delhi courts.
11.6 Any claims must be raised within six (6) months of occurrence.
 
12. Miscellaneous
12.1 Severability: If any provision is invalid, the rest remain effective.
12.2 Waiver: Failure to enforce rights once does not waive future enforcement.
12.3 Counterparts & E-signatures: This Agreement may be executed electronically or via clickwrap, each of which is legally binding.
12.4 Entire Agreement: This Agreement supersedes all prior agreements and communications.
12.5 Amendments: Only valid if in writing and agreed by both Parties.
 
✅ Acceptance
By checking the box and clicking “Agree & Continue”, Collaborator confirms that:

• They have read and understood this Agreement.
   

• They are authorized to bind themselves/their company.
   

• They consent to be bound by all terms herein.
   

[☑] I Agree & Continue