**Custom License Agreement** **Grant of License** This License Agreement (the "Agreement") is made effective as of [Effective Date], by and between [Licensor Name] ("Licensor"), with a principal place of business at [Licensor Address], and Anypay Inc., a corporation organized and existing under the laws of the [State/Country of Incorporation], with its principal place of business at [Anypay Inc. Address] ("Licensee"). WHEREAS, Licensor is the owner of certain intellectual property and proprietary rights, including but not limited to [describe the type of intellectual property, e.g., software, patents, trademarks] (the "Licensed Material"); WHEREAS, Licensee desires to obtain, and Licensor has agreed to grant, a license under such intellectual property rights; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. **Grant of License.** Licensor hereby grants to Licensee, and Licensee accepts, a perpetual, non-exclusive, worldwide, fully paid-up, and royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the Licensed Material (in whole or in part), and to incorporate the Licensed Material into other works in any format or medium now known or later developed, for any and all purposes, including but not limited to commercial purposes. 2. **Ownership.** Licensor retains all ownership and intellectual property rights in and to the Licensed Material. Except for the rights expressly granted under this Agreement, no other rights are granted, either express or implied, to Licensee. 3. **Warranties and Representations.** Licensor represents and warrants that it has the full legal right, power, and authority to grant the license provided for in this Agreement and that the Licensed Material does not infringe or violate any rights of third parties. 4. **Indemnification.** Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Licensee's use of the Licensed Material. 5. **Limitation of Liability.** In no event shall Licensor be liable to Licensee or any third party for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement or the use of the Licensed Material, even if advised of the possibility of such damages. 6. **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the [State/Country], without giving effect to any principles of conflicts of law. 7. **Entire Agreement.** This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first above written. [Licensor Name] By: ___________________________________ Name: Title: Date: Anypay Inc. By: ___________________________________ Name: Title: Date: --- **Note:** This is a sample license agreement intended for informational purposes only. It is highly recommended to consult with a legal professional before finalizing or using this document to ensure it meets your specific needs and complies with applicable laws.