BEST OF CONSHY TRADEMARK LICENSE AGREEMENT
This Best of Conshy Trademark License Agreement (“License”) is made effective as of the date (“Effective Date”) set forth at the bottom of this agreement, by and between Burb Media LLC (“Burb Media”), a Pennsylvania LLC having a principal place of business at 34 E Butler Ave, Ambler, PA 19002, and businesses who have been given Best of Conshy awards by Burb Media (“Licensee”).
Best of Conshy uses as a logo, a seal, a copy of which is set forth in this
Explanatory Statement (the “Seal”). Licensee promotes their business as a Winner of the Best of Conshy award for a given year, contingent upon the verification of their win by Burb Media LLC.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
- License. Burb Media grants to Licensee for the term of this License the non-exclusive right to use the Seal on promotional and advertising materials, both digital and physical, associated with the Licensee. The Seal may not be used by Licensee for any purpose other than as set forth in this Agreement without the written permission of Burb Media, which may be granted or withheld in Burb Media’s sole subjective discretion. Licensee shall not acquire any rights or interest in any intellectual property of Burb Media except the right to use the Seal pursuant to this Agreement. All rights in and to the Seal based on Licensee’s use shall inure to the benefit of Burb Media.
- Term. The initial term of this License shall begin on the date set forth in the attached data sheet and ends on Sept 31st of each year. Each license may be renewed by submission of renewal agreement and licensing fee.
- Compensation. In consideration for the rights granted hereunder, Licensee will be granted a $0 license for the first year after winning a Best of Conshy award, and for subsequent years agrees to pay to Burb Media the annual licensing fee of $100.
- Quality Control. Upon reasonable request by Burb Media, Licensee shall provide Burb Media with actual samples of usage for the Seal, along with marketing materials used or proposed for use by Licensee which bear the Seal. Burb Media shall review the quality and usage of such materials, and may, in Burb Media’s sole subjective discretion (1) approve the usage, (2) require that Licensee make such changes as Burb Media deems appropriate for purposes of quality control of the Seal or (3) deny Licensee from using the Seal.
- Warranties and Representations; Indemnification.
- Burb Media warrants and represents that (i) it owns the Seal and all right, title and interest therein, (ii) it has the right and power to enter into this License and to grant the rights granted herein, and (iii) that to the best of its knowledge the Seal does not infringe or violate any right of any third party.
- Licensee warrants and represents that it has the right and power to enter into this License.
- Each party for itself, its successors and assigns shall at all times defend, hold harmless and indemnify the other party, its officers, directors, agents, employees, successors and assigns from and against any and all losses, liabilities, damages, expenses and costs including reasonable attorneys’ fees incurred by the other party in connection with any third-party claim arising out of or resulting from any breach by the other party of any warranty, representation or agreement made or given by such party under this License.
- Licensee for itself, its successors and assigns shall at all times defend, hold harmless and indemnify Burb Media, its officers, directors, agents, employees, successors and assigns from and against any and all losses, liabilities, damages, expenses and costs including reasonable attorneys’ fees incurred by Burb Media in connection in any way with Licensee’s marketing or advertising of the Seal.
- Termination. Either party may terminate this License upon giving the breaching party written notice of any such breach, and the breaching party failing to cure the breach within thirty (30) days after receipt of such notice. A breach includes but is not limited to selling any unlicensed product, Licensee’s use of the Seal in a manner other than as allowed herein and/or Licensee’s failure to comply with quality control as provided herein. Notwithstanding anything to the contrary stated in this License, Burb Media may terminate this License immediately if the Burb Media, in its reasonable discretion, believes any act of the Licensee adversely impacts the reputation and/or goodwill of the Burb Media. Upon the end of the term of this License or other termination, Licensee shall immediately stop all usage of the Seal and pay to Burb Media all Royalty then due and owing.
- No Partnership. Nothing contained in this License shall constitute a partnership or joint venture between the parties. No party shall act in any manner contrary to the terms of this clause and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof.
- Assignments. Burb Media may assign its rights pursuant to this License. Licensee may not assign this License without the written permission of Burb Media, which permission may be granted or withheld in Burb Media sole subjective discretion.
- Severability. In the event that any immaterial provision of this License is found invalid, illegal or unenforceable by a court of competent jurisdiction, it shall be stricken from this License and the remaining provisions of this License shall be enforced to the maximum extent permitted by law consistent with the fundamental intent of the parties.
- Waiver. No term, right or condition hereof shall be deemed waived and no breach excused, unless such waiver and consent shall be in writing and signed by the party claimed to have waived or consented. No waiver by any party of any breach of any provision hereof shall constitute a waiver of any other breach of that or any other provision hereof.
- Entire Agreement. This License constitutes the entire agreement between parties with respect to the subject matter hereof and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter.
- Governing Law; Venue. This License shall be governed by and construed in accordance with the laws of the State of Pennsylvania. The parties hereby consent to jurisdiction in Pennsylvania for all actions respecting this License. Any action taken pursuant to this License shall be valid only if brought in a court within the state of Pennsylvania.
EFFECTIVE DATE: 10/19/2017