LEAGUE LICENSE AGREEMENT
This League License Agreement (“Agreement”) is a legally binding agreement between you (“LEAGUE”) and TackleBar, LLC. (“LICENSOR”), and governs the LEAGUE’s use of the TackleBar System and the TackleBar Marks per the terms and conditions set forth herein. Please enter league name and mailing address to be used for purposes of this Agreement: [enter league name and address field]
BY CLICKING THE “I AGREE” BUTTON OR USING THE TACKLEBAR SYSTEM AND/OR THE TACKLEBAR MARKS, THE LEAGUE (A) ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, ACCEPTS, AND AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT; (B) YOU ARE AUTHORIZED TO AGREE TO THIS AGREEMENT ON BEHALF OF THE LEAGUE; AND (C) REPRESENT THAT THE PERSON AGREEING FOR THE LEAGUE IS 18 YEARS OF AGE OR OLDER.
IF YOU DO NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT AND/OR IF YOU ARE YOUNGER THAN 18 YEARS OLD, YOU ARE NOT ALLOWED TO EXECUTE THIS AGREMEENT AND ARE NOT GRANTED ANY RIGHTS UNDER THIS AGREMEENT.
LICENSOR owns all right, title and interest in and to the TackleBar Football Approach technique, related equipment and materials (collectively, the “TackleBar System”), and the trademarks and/or service marks listed at the end of this Agreement (collectively, the “TackleBar Marks”); and
LEAGUE desires the right to use the TackleBar System and the TackleBar Marks and LICENSOR desires to allow LEAGUE to use each of same, on the terms and conditions set forth in this Agreement;
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of these premises, and of the mutual promises and conditions in this Agreement, the parties hereby agree as follows:
1. TackleBar License. LICENSOR hereby grants LEAGUE, subject to the terms and conditions of this Agreement, a nonexclusive, fully paid-up, royalty-free, license to use the TackleBar System in connection with the operation by LEAGUE of a football league utilizing one or more components of the TackleBar System.
2. TackleBar Marks License. LICENSOR hereby grants LEAGUE, subject to the terms and conditions of this Agreement, a nonexclusive, fully paid-up, royalty-free, worldwide license to use the TackleBar Marks in connection with operation by LEAGUE of a football league utilizing the TackleBar System, and in related marketing and electronic and/or print advertising material of such league (collectively, the “Goods and Services”).
3. Quality Control. LEAGUE shall only use the TackleBar Marks in a form and manner in which the TackleBar Marks are depicted in representative samples listed at the end of this Agreement. Without limiting the foregoing, LEAGUE shall not use the TackleBar Marks in connection with any versions of the Goods and Services that are defamatory or obscene, or that LICENSOR reasonably considers inappropriate. LEAGUE shall at all times observe high standards of quality in the production and provision of the Goods and Services with which the TackleBar Marks are used, shall comply with all applicable federal, state and local laws, regulations and rules, and shall comply with all reasonable quality standards for such Goods and Services communicated by LICENSOR to LEAGUE from time to time.
4. Goodwill and Proprietary Rights. LEAGUE acknowledges that the TackleBar Marks are the exclusive property of LICENSOR, that nothing in this Agreement grants LEAGUE or any person or entity right, title or interest therein, except for the limited license expressly granted to use the TackleBar Marks on the conditions stated in this Agreement, and that all uses of the TackleBar Marks by LEAGUE shall inure to the sole benefit of LICENSOR. For no additional consideration, LEAGUE hereby assigns and transfers to LICENSOR all trademark rights created by LEAGUE’s A’s use of the TackleBar Marks. LEAGUE agrees not to attempt to register or to use or to aid any third-party in attempting to register or to use any trademark or service mark that may be, in the reasonable opinion of the LICENSOR, confusingly similar to the TackleBar Marks. LEAGUE further agrees not to challenge or deny the validity of the TackleBar Marks or LICENSOR’s ownership of the TackleBar Marks. It is understood that this last covenant shall survive termination of this Agreement.
5. TackleBar System/Materials. LEAGUE may purchase TackleBar™ equipment and materials at the TackleBar Online Store. LEAGUE agrees not to use the TackleBar Marks on or in connection with any equipment or materials not obtained from or approved by LICENSOR.
6. Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect unless and until terminated as provided below.
7. Automatic Termination. If LEAGUE defaults in a material obligation under this Agreement and continues in default for a period of thirty (30) days after notice of default is given, the licenses granted to the LEAGUE hereunder shall automatically terminate and this Agreement will be canceled. Additionally, LICENSOR may terminate this Agreement at any time for convenience, upon written notice to LEAGUE.
8. Consequences of Termination. Upon the termination of this Agreement for any reason, LEAGUE agrees to immediately discontinue use of the TackleBar Marks, provided, however, that the LEAGUE shall not be under any obligation to stop using any TackleBar Marks on equipment or materials it has purchased from LICENSOR.
9. Indemnity. LEAGUE shall defend (at LICENSOR’s sole option), indemnify and hold harmless LICENSOR, its officers, directors, employees, agents and representatives (the “LICENSOR Indemnified Parties”), against any and all liability, claims, demands, losses, damages, judgments, expenses and/or costs (including reasonable attorneys’ fees and related costs) which a LICENSOR Indemnified Party may sustain or incur as a result of any claim that: (a) the LEAGUE’s use of the TackleBar System (or any component thereof) and/or the TackleBar’s Marks infringe, misappropriate or otherwise violate any intellectual property or other proprietary right of any third party; and/or (b) any person and/or property was injured or damaged, as applicable, due to any actions or failure to act by LEAGUE or one of its members or representatives, including any aspect of LEAGUE’s operation of a football league.
10. Disclaimer. THE TACKLEBAR SYSTEM AND THE TACKLEBAR MARKS ARE LICENSED TO LEAGUE “AS IS,” AND “AS AVILABLE” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. ALL REPRESENTATIONS AND WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO REPRESENTATION OR WARRANTIES THAT THE TACKLEBAR SYSTEM IS COMPATIABLE WITH THE LEAGUE’S OPERATION OF A LEAGUE; MEETS ANY SPECIFIC FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS OR GUIDELINES; WORKS WITH OTHER EQUIPMENT, MATERIALS OR SYSTEMS; OR IS OTHERWISE FIT FOR USE WITH THE LEAGUE, ITS MEMBERS, COACHES, PLAYERS OR ANY OTHERS.
11. Limitation of Liability/No Liability for Damages/Injuries. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OWNERS, MEMBERS, EMPLOYEES OR AGENTS, HAVE ANY LIABILITY TO THE LEAGUE OR TO ANY THIRD PARTY, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS; AND/OR (B) ANY MONETARY OR OTHER DAMAGES, HOWEVER CAUSED, ARISING FROM THIS AGREEMENT OR THE LEAGUE’S USE OF THE LICENSED SYSTEM AND/OR LICENSED MARKS AND/OR THE LEAGUE’S OPERATION OF A FOOTBALL LEAGUE.
12. Notices. All notices permitted under this Agreement shall be in writing and may be sent by electronic mail or United States mail, at the address set forth above, unless written notification of a change of address has been provided by the other party.
13. Effect of Waiver. Any waiver by LICENSOR of a breach of any term or condition of this Agreement shall not be considered a waiver of any subsequent breach of the same or any other term or condition hereof.
14. Binding Agreement. The licenses granted to the LEAGUE hereunder are personal to the LEAGUE. This Agreement shall be binding upon and inure to the benefit of the parties hereto and may not be assigned by the LEAGUE for any reason without the prior written consent of LICENSOR, such consent of LICENSOR to be withheld or delayed in LICENSOR’s sole discretion. LICENSOR is free to assign or otherwise transfer this Agreement, in whole or in part, in its sole discretion, without any notice to the LEAGUE.
15. Entire Agreement. This Agreement constitutes the entire agreement of the parties and expressly supersedes any oral or written agreements between the parties up to and including the date of execution. Any and all amendments, alterations or additions to this Agreement must be in writing and executed by each party’s duly authorized representative.
16. Applicable Law. The validity, interpretation and performance of this Agreement will be controlled and construed under the laws of the State of Minnesota.
Word Mark: TACKLEBAR
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