This LICENSE AGREEMENT (the “Agreement”) is made and entered into as of January 10, 2023, by and among WORLD RUGBY SHOP, LLC, an Alabama limited liability company, whose principal place of business is located at 5478 US Highway78 East, Irondale, Alabama 35210, (the “Company”) and _________________________, whose principal place of business is located at ________________________ __ (the "Licensor").
A. The Licensor is the sole owner of all rights, title and interest in and to those certain logos, trademarks, brands, and other intellectual property described on Exhibit A attached hereto (the “Marks”).
B. The Company desires to use the Marks in connection with the sale of jerseys, clothing, apparel, shoes, boots, balls, equipment, fan gear, and other goods sold by the Company from time to time (collectively, the "Company's Products").
C. The Licensor desires to license the Marks to the Company pursuant to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
1. Certain Defined Terms. The following terms shall have the meanings ascribed to them below:
(a) "Affiliate Link" means the link provided to the Licensor by the Company when the Licensor signs up for participation in GoAffPro.
(b) "Affiliate Sales" means the gross sales of Company Products that are purchased through the Affiliate Link.
(c) "GoAffPro" means the software known as "GoAffPro" that is used by the Company to track the sale of Company Products.
(d) "Net Sales" means the Affiliate Sales, less refunds, discounts, royalties, and taxes.
2. License. The Licensor hereby grants to the Company a non-exclusive, worldwide, revocable, right and license (the “License”) to use the Marks in connection with the sale of the Company's Products, including without limitation, the right to (i) affix the Marks to the Company's Products and sell, and offer for sale, the Company's Products bearing the Marks, (ii) use the Marks for marketing purposes, including on the Company's websites, blogs, social media (such as Twitter, Facebook, Instagram, Linked In, YouTube, Pinterest, and similar websites), signs, banners, magazines, newspapers, or other digital or print marketing purposes, and (iii) use the Marks for any other purpose the Company reasonably deems necessary in connection with the marketing, sale, promotion, and advertising of the Company's Products.
3. License Fees.
(a) Royalty Fee. With respect to the any sale of the Company's Products (i) that bear the Licensor's Marks and (ii) that are sold through the Affiliate Link, subject to the terms and conditions contained herein, the Company shall pay the Licensor a fee equal to ten percent (10%) of the Net Sales from such Company's Products (the "Royalty Fee").
(b) Referral Fee. With respect to the any sale of the Company's Products (other than Excluded Products) (i) that do not bear the Licensor's Marks and (ii) that are sold through the Affiliate Link, subject to the terms and conditions contained herein, the Company shall pay the Licensor a fee equal to five percent (5%) of Net Sales from such Company Products (the "Referral Fee" and together with the Royalty Fee, the "License Fees"). Notwithstanding the foregoing, certain Company Products that are identified (in the Company's sole discretion) in the Affiliate Store dashboard within GoAffPro shall be excluded for purposes of determining the Referral Fee ("Excluded Products").
(c) Payment of License Fees. The License Fees shall be payable no less frequently than once per calendar quarter and only if the License Fees are in excess of $25.00. Licensor shall not be entitled to any License Fees for purchases of Company Products unless the Company Products are purchased using the Affiliate Link. Licensor shall not be entitled to both a Royalty Fee and a Referral Fee upon the sale of a Company Product (it being understood that if a Company Product is sold through the Affiliate Link, then either the Royalty Fee or the Referral Fee shall apply).
(d) Opt Out of License Fees. If Licensor elects not to receive License Fees by execution of Exhibit B attached hereto, then the Company shall have no obligation to pay any License Fees to the Licensor (provided that all other terms and conditions set forth in this Agreement shall remain in full force and effect).
4. Conditions. The Company shall have no obligation to pay any License Fees until all of the following conditions have been satisfied:
(a) The Licensor has delivered an executed copy of this Agreement to the Company;
(b) The Licensor has registered as an Affiliate with the Company through GoAffPro;
(c) The Licensor has an active PayPal account and has entered its PayPal account information into GoAffPro for purposes of facilitating payment of the License Fees; and
(d) The Licensor has completed a Form W-9 submitted through GoAffPro or to the Company directly.
5. Term The term of this Agreement shall commence on the Effective Date and unless earlier terminated pursuant to Section 6 below, shall continue in effect for a period of one year (the "Initial Term"). After the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term") unless either party provides written notice to the other party prior to the expiration of the Initial Term or any Renewal Term, as applicable.
6. Termination. Either party may terminate this Agreement for any or no reason by delivery of at least thirty (30) days prior written notice to the other party; provided however, if Licensor provides such written notice to the Company, the Company shall have the right to continue selling any then existing Company Products bearing the Marks in accordance with this Agreement for a period of ninety (90) days following receipt of such notice.
7. Limitation of Liability. EXCEPT FOR LICENSOR'S INDEMNIFICATION OBLIGATIONS CONTAINED HEREIN, NEITHER PARTY SHALL BE RESPONSIBLE TO THE OTHER FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER ANY TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY IN CONNECTION WITH EACH PARTY’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT INCLUDING LOST PROFITS OR INTERRUPTION OF BUSINESS (REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES). IN NO EVENT SHALL THE COMPANY'S LIABILITY EXCEED THE LICENSE FEES PAID TO THE LICENSOR DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
8. Indemnification. Licensor shall indemnify, defend, and hold harmless the Company and its directors, officers, managers, members, employees, and agents from and against any and all claims, demands, actions, causes of action, suits, damages, losses, liabilities and costs and expenses of every nature, including attorney’s fees and costs, arising from a claim brought by a third party alleging the Company's use of the Marks infringes on any intellectual property of such third party or otherwise challenges Licensor’s authority to license the Marks in accordance with the terms and conditions of this Agreement.
9. Protection and Maintenance. The Licensor shall protect and defend the Marks and take such other actions reasonably necessary to prevent the infringement or other unauthorized use of the Marks.
10. Confidentiality. Licensor acknowledges that any confidential, nonpublic, proprietary information conveyed to or obtained by Licensor regarding the Company or any or its affiliates, including without limitation, business plans, operations, customer or supplier information, trade secrets, know-how, concepts, copyrights, or other intellectual property rights (collectively, "Confidential Information") is confidential and proprietary to the Company. Licensor shall not disclose any Confidential Information to any third party without the prior written consent of the Company or as may be required by law or court order. Licensor shall not utilize any Confidential Information for any purpose whatsoever other than for the purpose of performing its obligations under this Agreement. Upon the termination of this Agreement or upon the earlier written request by the Company, Licensor shall return to the Company or destroy any Confidential Information in Licensor's possession, including any copies relating thereto on whatever media. Licensor acknowledges that the Confidential Information is a valuable asset of the Company and that the breach of this Section would cause the Company irreparable harm for which there is no adequate remedy at law. Accordingly, in the event of a breach or alleged breach of this Section, the Company shall be allowed to seek injunctive relief and any other equitable remedies without proof of damages, and without the requirement of securing or posting of any bond. Such remedies shall not be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or in equity.
11. Notices. Notices will be effective hereunder when and only when they are reduced to writing and delivered, by next day delivery service, with proof of delivery, or mailed by certified or registered mail, return receipt requested, to the appropriate party at its address stated in the preamble of this Agreement or to such person and at such address as may be designated by notice hereunder. Notices shall be deemed given on the date delivered or date of attempted delivery, if service is refused.
12. No Waiver. No failure or delay in requiring strict compliance with any obligation of this Agreement (or in the exercise of any right or remedy provided herein) and no custom or practice at variance with the requirements hereof shall constitute a waiver or modification of any such obligation, requirement, right or remedy or preclude exercise of any such right or remedy or the right to require strict compliance with any obligation set forth herein. No waiver of any particular default or any right or remedy with respect to such default shall preclude, affect or impair enforcement of any right or remedy provided herein with respect to any subsequent default.
13. Survival. Notwithstanding anything to the contrary contained herein, the obligations contained in any provision of this Agreement, which contemplates performance or observance subsequent to any termination or expiration of this Agreement, shall survive any such termination or expiration, and shall continue in full force and effect, including without limitation, Licensor's obligations under Sections 6, 7, 8, 9, and 10 of this Agreement.
14. Assignment; Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties and their successors. Neither party shall assign this Agreement without the prior written consent of the other party; provided that the Company may assign this Agreement at any time without the consent of the Licensor to any of its affiliates or to any person or entity in connection with a sale of substantially all of the Company's assets, a merger, consolidation, sale of equity, business combination, or similar transaction involving the Company.
15. Counterpart and Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or DocuSign) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
16. Severability. Any provision of this Agreement that is invalid, illegal or unenforceable shall be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable.
17. Governing Law and Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Alabama. The parties hereto consent to the jurisdiction of the state and federal courts located in Jefferson County, Alabama.
18. Entire Agreement; Amendment. This Agreement supersedes all prior oral and written agreements and understandings and constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, modified or rescinded and no provision may be waived, except in writing, signed by both parties and any attempt to do so shall be void and of no effect.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered as of the Effective Date.
WORLD RUGBY SHOP, LLC
Title: Authorized Representative
Name: Title: Authorized Representative
Brief description of Marks (Club Logo, brand or other marks):
[ ] Licensor has already or will email the Company applicable licensed property and vector files to firstname.lastname@example.org as otherwise directed.
[ ] Licensor will upload a visual of any images to be included in this document (preferred, but optional)