RENEA LYNZEE DESIGN LICENSE AGREEMENT
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND RENEA LYNZEE DESIGN.
IF YOU WISH TO ORDER YOUR CHOSEN DESIGN FROM RENEALYNZEE.COM YOU MUST INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY CLICKING THE ‘I ACCEPT’ BUTTON BELOW. ONCE “I ACCEPT” HAS BEEN CLICKED, YOU WILL HAVE KNOWINGLY AND WILLINGLY ENTERED INTO A LEGALLY BINDING AGREEMENT WITH DOING SO WILL RENEA LYNZEE DESIGN.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE ANY DESIGN AVAILABLE TO BE LICENSED THROUGH RENEALYNZEE.COM.
This AGREEMENT (the “Agreement”) is entered into this date of acceptance (“Acceptance Date”), by and between Renea Lynzee Design (“Licensor”) and the purchaser (“Licensee”).
WHEREAS, Licensor owns the title, trademarks copyright, patents, database rights, registered and unregistered design rights, typography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights and all other related rights in and to the textile design (the “Textile Design”).
WHEREAS, Licensee desires to obtain the rights to incorporate portions of the Textile Design into Licensees products (the “Work”).
NOW, THEREFORE, in consideration of the promises, conditions, covenants and warranties herein contained, the parties agree as follows:
1. RIGHTS GRANTED.
In consideration of payment to Licensor of the License Fee, Licensor hereby grants to Licensee an exclusive perpetual license to use the Textile Design for the full term outlined herein, including all periods of renewal and extension (the “Licensed Rights”).
2. INTELLECTUAL PROPERTY RIGHTS.
a. Licensee acknowledges that it obtains no Intellectual Property Rights whatsoever in the Textile Design by virtue of this agreement and that all Intellectual Property Rights in the Licensed Design shall at all times be and remain the property of the Licensor. Intellectual Property Rights means all copyright, patents, database rights, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
b. Licensee shall immediately notify Licensor, in writing giving full particulars, if any of the following matters come to your attention:
i. any actual, suspected or threatened infringement of the Intellectual Property Rights in the Textile Design;
ii. any claim made or threatened that the Textile Design infringes the rights of any third party; or
iii. any other form of attack, charge or claim to which the Intellectual Property Rights in the Textile Design is subject.
3. LICENSOR’S RIGHTS AND OBLIGATIONS.
Licensor hereby warrants and represents that:
a. It has full authority to enter into the terms of this agreement;
b. It owns all right, title and interest in and to the Textile Design;
c. To its reasonable knowledge and belief, the Textile Design does not incorporate any material that infringes the intellectual property rights or any other rights of any third party, nor does it contain any obscene or defamatory matter;
d. The Licensed Rights in the Textile Design has not, to its reasonable knowledge and belief, been licensed to any third party;
e. It is not, at the date of this agreement, aware of any claim by any third party that the Textile Design or any pre-existing material incorporating the Textile Design or included within the Textile Design, or the exploitation of the Textile Design by either party, has infringed or will infringe any rights of any third party.
f. Licensor reserves unto itself all rights of every kind and nature except those specifically granted to Licensee herein.
4. LICENSEE’S RIGHTS AND OBLIGATIONS.
Licensee hereby warrants and represents that:
a. Licensee has full authority to enter into this agreement.
b. Licensee shall not exercise the Licensed Rights in any way that is or renders the Licensed Design obscene, defamatory or in breach of the privacy or any other rights of a third party or any law anywhere in the world.
c. Licensee shall secure all third-party permissions and clearances necessary to enable you to exercise the rights granted to you under this agreement; and
5. PAYMENT OF LICENSE FEE.
a. For the rights granted by Licensor herein, Licensee shall pay to Licensor a License Fee calculated as follows:
$350 for the exclusive use of the Textile Design in perpetuity.
b. Licensee acknowledges that the License Fee is that displayed on www.renealynzee.com (the “Website”) when you enter into this agreement.
c. Licensee shall pay the license Fee immediately to Licensor in accordance with the methods of payment set out on the Website and, upon authorization of such payment; the Textile Design shall be available to Licensee for download.
6. WARRANTY AND INDEMNIFICATION.
a. Licensor warrants and represents that it has the full right, power and authority to enter into this Agreement and to grant the rights granted herein, that it has not previously licensed the rights to the Copyrighted Textile Design to any third party, and that Licensee’s inclusion and use of the Textile Design will not violate any rights of any kind or nature whatsoever of any third party. Licensor shall indemnify and hold harmless Licensee, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fee), arising out of or in any way connected with any breach of any representation or warranty made by Licensor herein.
b. Licensee shall indemnify and hold harmless Licensor, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of or in any way connected with any claim that the Work infringes any intellectual property rights or other rights of any third party, except to the extent such claim arises from a breach by Licensor of Section 6.a above.
7. LIMITATION OF LIABILITY.
a. The Textile Design has not been created to meet your individual requirements and it is your sole responsibility to satisfy yourself prior to entering into this agreement that the Textile Design will meet your requirements. Licensor makes no warranty or representation in that regard and no failure of any part or the whole of the Textile Design to be suitable for your requirements shall entitle you not to accept the same or give rise to any right or claim against Licensor. REFUNDS WILL NOT BE PROVIDED FOR ANY REASON.
b. While Licensor makes all reasonable attempts to exclude viruses from its Textile Design files, it cannot ensure such exclusion and no liability shall be accepted for viruses. Thus, it is recommended that, upon receipt of the Textile Design, to thoroughly scan it to protect yourself against any associated risk.
c. To the fullest extent permitted by law, Licensor shall not be liable to Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from your exercise of the rights granted to you under this agreement.
8. TERM AND TERMINATION.
a. The term of this Agreement shall begin on the Acceptance Date and is granted in perpetuity, unless terminated earlier pursuant to this section.
b. This Agreement shall be subject to termination at the election of Licensor, by written notice to Licensee, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by Licensee, and such default has continued for a period of thirty (30) days after written notice specifying the same shall have been given to Licensor.
c. Upon termination or expiration of this Agreement, Licensee shall cease reproducing, advertising, marketing and distributing the Work as soon as is commercially feasible. Notwithstanding the foregoing, Licensee shall have the right to fill existing orders and to sell off existing copies of the Work then in stock, provided, the sell-off period shall not exceed six (6) months from the date of termination. Licensor shall have the right to verify the existence and validity of the existing orders and existing copies of the Work then in stock upon reasonable notice to Licensee.
d. Termination or expiration of this Agreement shall not extinguish any of Licensee’s or Licensor’s obligations under this Agreement; which by their terms continue after the date of termination or expiration.
a. The provisions of this Agreement will be construed and enforced in accordance with the laws of the State of Indiana. THE PARTIES AGREE THAT ANY LEGAL ACTION RELATING TO THIS AGREEMENT WILL BE COMMENCED AND MAINTAINED EXCLUSIVELY BEFORE ANY APPROPRIATE STATE COURT OF RECORD IN PORTER COUNTY, INDIANA OR, IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF INDIANA AND THE PARTIES HEREBY SUBMIT TO THE JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY RIGHT TO CHALLENGE OR OTHERWISE OBJECT TO PERSONAL JURISDICTION OR VENUE IN ANY ACTION COMMENCED OR MAINTAINED IN SUCH COURTS.
b. The provisions of this Agreement shall be binding on and shall inure to the benefit of the Parties hereto, and their heirs, administrators, successors, and assigns.
c. No waiver by either Party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
d. If any term, clause, or provision hereof is held invalid or unenforceable by a Court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
e. The license granted hereunder is personal to Licensee and shall not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all of the assets of Licensee or with the consent of Licensor.
f. Nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership.
All notices to be served in accordance with this agreement may be served by email. The email address of Renea Lynzee Design shall be as displayed on the Website from time to time and your email address shall be as submitted by you to the Website upon the purchase of the license to use the Textile Design.
g. This Agreement contains the entire agreement between the Parties and supersedes any and all prior agreements concerning the subject matter hereof.
h. Licensor and/or Licensee may modify this Agreement only upon execution of a written agreement between the two Parties.
i. In the event of any dispute between the Parties to this Agreement, including without limitation any dispute involving an officer, director, employee, independent contractor, managing agent, or General Manager of a Party to this Agreement, in addition to all other remedies, the non-prevailing Party will pay the prevailing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in any legal action, mediation, arbitration or other proceeding as a result of said dispute.
BEFORE SIGNING THIS AGREEMENT, LICENSEE SHOULD READ CAREFULLY WITH THE ASSISTANCE OF LEGAL COUNSEL, IF DEEMED NECESSARY. LICENSEE ACKNOWLEDGED THAT: (a) THE SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED HEREIN INVOLVES SUBSTANTIAL RISKS AND DEPENDS UPON LICENSEE’S ABILITY AS AN INDEPENDENT BUSINESS PERSON AND ITS ACTIVE PARTICIPATION IN THE DAILY AFFAIRS OF THE BUSINESS, AND (b) NO ASSURANCE OR WARRANTY, EXPRESS OR IMPLIED, HAS BEEN GIVEN AS TO THE POTENTIAL SUCCESS OF SUCH BUSINESS VENTURE OR THE EARNINGS LIKELY TO BE ACHIEVED, AND (c) NO STATEMENT, REPRESENTATION OR OTHER ACT, EVENT OR COMMUNICATION, EXCEPT AS SET FORTH IN THIS DOCUMENT, AND IN ANY OFFERING CIRCULAR SUPPLIED TO LICENSEE, IS BINDING ON LICENSOR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.