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LICENSING AGREEMENT

 This a contract to license intellectual property between Central NY Mobile Marketing (hereinafter “Owner”) and the person purchasing the product (hereinafter “Licensee”), collectively referred to as the “Parties”. This License Agreement (hereinafter “Agreement”) is made as of the time of purchase (hereinafter the “Effective Date”). The Parties agree to the terms set forth below.

1. Conditions: This Agreement takes effect once successful payment for the product is completed. Upon satisfaction of these conditions, this Agreement will be deemed to take effect.

2. License: In consideration of the payment for product, Owner hereby grants to the Licensee a non-exclusive license to use the purchased item(s) of intellectual property.

3. Payment: As consideration for the license granted and described in this Agreement, Licensee shall make a one-time payment  to Owner. Upon receipt of payment, Owner will provide the digital product within three (3) days.

4. Delivery: Upon receipt of payment, Owner will deliver the Licensed product to Licensee via a Google Drive folder or a website link or linked or attached to an email.

5. Term: This Agreement will commence on the Effective Date and will continue in full force for the life of the product.

6. Right to Sublicense: Licensee has no right to grant sublicenses to any third party unless Owner provides its approval in writing. Any approved sublicense is subordinate to, and must conform to the terms and conditions of this Agreement, and will not include the right to grant further sublicenses. 

7. Copies: Licensee shall not make copies of the Licensed IP, except as expressly approved by Owner in writing. For any authorized copy made of the Licensed IP, Licensee must accurately reproduce the Licensed IP with the proper notices as directed by Owner from time to time.

8. Markings & Notice: Licensee may not remove any copyright or intellectual property notice, proprietary legend, trademark or service mark from any materials. Owner may require an appropriate legal notice or legend, as required by law or established by Owner, be placed on all products, packaging and promotional materials. 

9. Quality Control: Licensee agrees that any use of the trademarks included in the Licensed IP must comply with all quality control standards and usage guidelines as may be reasonably established by Owner, and must generally conform with good trademark usage. Owner may reasonably request that Licensee deliver representative samples of any products or materials containing the Licensed IP to ensure all quality control standards and usage guidelines are being maintained and adhered to. 

10. Notification: Licensee agrees to promptly notify Owner in writing of any unauthorized use, infringement, misappropriation, dilution, or other violation or infringement of the Licensed IP of which Licensee becomes aware.

11. Legal Action: Owner will maintain sole control and discretion over the prosecution and maintenance with respect to all rights, including all intellectual property rights to the Licensed IP. Owner  will have the primary right, but not the obligation, to bring and control any litigation, enforcement action, proceeding, or other legal action (collectively, the “Action”) against any unauthorized use, infringement, misappropriation, dilution or other violation of the Licensed IP. Licensee agrees to cooperate with Owner  in any Action that Owner  may undertake to protect the Licensed IP, and upon Owner ’s request, Licensee  will execute, file, and deliver all documents and proof necessary for that purpose, including being named as a party to the Action as required by law.  Owner  will be entitled to retain the entirety of any award arising from any Action. Licensee  may participate and be represented in any Action by its own counsel at its own expense.  Licensee will have no claim of any kind against Owner  based on, or arising out of Owner ’s handling of, or decisions concerning, any Action, settlement or compromise.  

12. Representations & Warranties: The Parties warrant and represent that they are free to enter into this Agreement and have the authority to do so. Owner represents and warrants that: (a) Owner owns and/or controls the rights granted to Licensee in this Agreement and Owner has the right to grant such rights and to enter into this Agreement; (b) to the best of its knowledge the Licensed IP does not infringe upon or violate (i) any copyright, patent, trademark, or other proprietary right of a third party or (ii) any applicable law, regulation, or non-proprietary right of a third party; and (c) Owner has no knowledge of any claim which, if sustained, would be contrary to Owner’s warranties, representations, and obligations contained in this Agreement. Licensee acknowledges that: (a) Owner is providing Licensed IP to Licensee on an “as is” basis without warranty of any kind; (b) Owner has not prepared or modified the Licensed IP to meet any specific requirements or specifications of the Licensee; (c) Owner makes no representations or warranties as to value, use, sale or other exploitation of the Licensed IP by the Owner or any third party. Licensee represents and warrants that Licensee will comply, and ensure its Affiliates comply, with all local, state, federal and international laws and regulations relating to the development, manufacture, use, sale, importation and exportation of Licensed IP.

13. Indemnification by Owner: Owner will under no circumstances, be obligated to indemnify, defend, or hold Licensee, its Affiliates, or respective representatives, officers, directors, stockholders, employees or agents harmless from any liability, claims, demands, causes of action, judgments, damages, or expenses (including reasonable attorneys’ and experts’ fees and costs) arising out of or as a result of Licensee’s or its sub-licensees’ use of the Licensed IP under this Agreement. 

14. Indemnification by Licensee: Licensee agrees to indemnify, defend, and hold Owner, its Affiliates, and its respective representatives, officers, directors, stockholders, employees, and agents harmless from all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fee and costs) arising out of or as a result from Licensee’s or its sub-licensees’ use of the Licensed IP other than any third party claims covered by this Agreement. Licensee will not be obligated to defend or hold harmless Owner in the event that any claims, demands, causes of action, judgments, or expenses arose out of willful misconduct, gross negligence, or bad faith by Owner.

15. Limitation of Liability: EXCEPT FOR ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, NEITHER PARTY, NOR ANY AFFILIATE, WILL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY, ANY AFFILIATE OR OTHER THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. LICENSEE MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. OWNER DOES NOT SEEK TO LIMIT LICENSEE’S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

16. Termination: Either party may terminate this Agreement immediately upon delivery of written notice to the other party specifying clearly the grounds for termination if the other party commits a material breach of its obligations under this Agreement and fails to cure the breach within thirty (30) days after written notice of the breach is received by the breaching party.  For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.

17. Assignment: Licensee agrees that Licensee will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any of the Licensed IP, or other rights or obligations under this Agreement. Any such purported assignment, transfer, or delegation shall be null and void. 

18. Waiver: No waiver of any default by any party or parties to this Agreement shall be implied from any omission by a party or parties to any action on account of such default. If such default persists or is repeated, no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated.

19. Article Headings: All article, paragraph, and section headings set forth in the Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or any of the provisions thereof.

20. Severability: If any provision of this Contract shall be declared invalid or unenforceable, such provision shall be deemed eliminated from this Contract, and all remaining provisions shall continue in full force and effect.

21. Modification by Subsequent Agreement: This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

22. Mediation: The Parties agree to try to settle all disputes between them through private mediation before initiating any arbitration, litigation, or other dispute resolution procedure. The mediation session will occur at a time mutually agreed upon by the parties in consultation with a mutually selected mediator, though no later than thirty days after the date of services of the initial notice, unless otherwise agreed by the parties and mediator.  Each party shall bear its own fees and costs for the mediation. The parties agree to mediate in Otsego County, New York.

23. Governing Law: This Contract shall be governed by and interpreted under the laws of the state of New York.

23. Venue: The Parties agree that any dispute that may arise as related to this Agreement shall be brought in a court within Otsego County, NY.

24. Sole and Only Agreement: This Contract contains the entire understanding between the parties with respect to the subject matter and supersedes any and all other prior written Contracts and understandings (whether oral or written) between the parties. No amendment or modification of this Contract shall be effective unless executed in writing by both parties.

25. Counterparts: This Agreement may be executed in counterparts, and if so executed and delivered, all of the counterparts together shall constitute one and the same Agreement. A facsimile signature may be treated as an original, and each party agrees to deliver to the other party an original executed Agreement within seven (7) days of execution.

I, the Licensee, hereby warrant that I am of full age and have every right to contract in my own name in the above regard. I state further that I have read the above authorization and release prior to the execution and that I am fully familiar with its contents.