Trademark License Agreement

Transcription

1 Trademark License Agreement This Trademark License Agreement ( License ), dated, 20, is entered into by and between Jeunesse Global, LLC, a limited liability company organized under the laws of the State of Florida having its principal place of business at 650 Douglas Avenue, Suite 1020, Altamonte Springs, Florida (hereafter Licensor ) and, an independent contractor Jeunesse Global Distributor residing/doing business at (hereafter Licensee ). Background A. Jeunesse Global is a multilevel marketing company that distributes its proprietary products through independent contractor distributors (hereafter Distributors ) pursuant to the Jeunesse Global Distributor Agreement and the Jeunesse Global Policies and Procedures (collectively referred to herein as the Distributor Agreement ). B. Jeunesse Global is the owner of, or has the valid and exclusive right to license to others the right to use, the trademarks described on the attached Exhibit A. C. The Distributor Agreement contractually prohibits Distributors from developing, designing or disseminating advertising materials that promote the Jeunesse Global s opportunity, promote Jeunesse Global s products, or display Jeunesse Global s trademarks. D. The Distributor Agreement does permit Distributors to submit proposed advertising and promotional materials promoting Jeunesse Global opportunity and/or products to Jeunesse Global for review and, provided such materials meet with Jeunesse Global s approval, a Distributor may disseminate such materials to the public. E. Licensee is a Distributor who has submitted proposed advertising and promotional material(s) site promoting Jeunesse Global s opportunity and/or products to Jeunesse Global for review and Jeunesse Global has approved such materials as attached hereto as Exhibit B for dissemination to the public pursuant to the terms and conditions of this License. Agreement 1. Advertising Approval. Execution of this License by an authorized representative of Jeunesse Global shall constitute Jeunesse Global s written approval of Distributor s advertising materials in the form attached hereto as Exhibit B only. Exhibit B is hereby incorporated into and made a part of this License by this reference. This approval - 1 -

2 extends only to advertising and promotional materials as set forth on Exhibit B. Any amendment to, change to, or alteration of the appearance, content, or text of the subject advertising materials which has not been previously approved in writing by an authorized representative of Jeunesse Global shall constitute a material breach of this License and may result, at the sole and unfettered discretion of Jeunesse Global, in immediate termination of this License. 2. License. Jeunesse Global hereby grants the Distributor a non-exclusive revocable right to use the trademarks set forth on the attached Exhibit A on Distributor s advertising materials as depicted on the attached Exhibit B during the term of this License and any renewal thereof. Use of such trademarks by Distributor shall be limited to use on such advertising materials only. 3. Royalty. This License is granted to the Distributor royalty-free. 4. Term and Renewal. Unless terminated as provided herein, the initial term of this License shall be one year from the date hereof and shall be renewable for successive one year terms upon the Distributor s application to Jeunesse Global for renewal and Jeunesse Global approval of such renewal. Failure of Distributor to apply for renewal of the License within 60 days of the anniversary date of this License shall result in automatic revocation and termination of this License. Jeunesse Global reserves the right at its sole and absolute discretion to refuse to renew this License. 5. Changes to Approved Advertising. This advertising approval and License applies only to the advertising materials as set forth on the attached Exhibit B. In the event Distributor wishes to change any aspect of the approved advertising including, without limitation, the appearance, content, or text contained therein, Distributor must submit the proposed changes to Jeunesse Global for review. Unless the Distributor receives written authorization from Jeunesse Global approving Distributor s requested changes, the request shall be deemed denied. Any such written approval shall constitute an amendment of this License. 6. Addendum. This License is an addendum to the Distributor s Agreement and is incorporated into the Distributor Agreement between the parties by this reference. Except as provided in this License, any breach of this License or violation of any term of this License shall constitute a violation of the Distributor s Agreement and Jeunesse Global shall be entitled to take action as provided in the Distributor Agreement. 7. Revocation and Termination. This License may be revoked/terminated by Jeunesse Global at any time. Upon termination of the Distributor s Agreement for any reason, this License shall be automatically revoked/terminated. The Distributor may terminate this License at any time by providing Jeunesse Global with written notice of its intention to terminate. Either party may terminate this License by choosing not to renew it on the annual renewal date. Upon revocation or termination of the License, Distributor shall - 2 -

3 immediately cease and desist from further dissemination of advertising materials that contain Jeunesse Global s trademarks and destroy any copies thereof. 8. Notices. Notices to either party under this License shall be deemed given if deposited into the U.S. Mail as Certified Mail, Return Receipt Requested, or sent via overnight delivery and addressed to the other party at the addresses set forth above. 9. Release and Indemnification. Distributor agrees that Distributor is solely responsible for the content of Distributor s advertising materials. To the extent permitted by law, Jeunesse Global, its directors, officers, shareholders, employees, assigns, successors, and agents (collectively referred as affiliates ), shall not be liable for, and Distributor releases Jeunesse Global and its affiliates from, and waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Jeunesse Global as a result of: (a) Distributor s breach of this License; (b) Distributor s use of improper or illegal product or income claims in Distributor s advertising materials; or (c) Distributor s improper promotion of Distributor s independent Jeunesse Global business. Distributor agrees to indemnify, hold harmless, and defend, at Distributor s expense, Jeunesse Global and its affiliates against any and all claims, demands, costs, losses, damages, liabilities, judgments, attorney fees and all other expenses arising or alleged to arise in connection with Distributor s advertising materials. Such amounts shall be payable to Jeunesse Global upon demand. 10. Governing Law, Jurisdiction and Venue. The parties agree that this License shall be governed by and construed in accordance with the laws of the State of Florida, except for its conflicts of laws provisions, and in accordance with applicable Federal law as it relates to trademarks and copyrights. The parties consent to jurisdiction and venue before any federal or state court in Seminole County, State of Florida. 11. Waiver. Any waiver by Jeunesse Global of any breach of this License must be in writing and signed by an authorized officer of Jeunesse Global. Waiver by Jeunesse Global of any breach of this License by Distributor shall not operate or be construed as a waiver of any subsequent breach. 12. Severability. In the event that a provision of this License is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the License will remain in full force and effect. 13. Entire Agreement. This License constitutes the entire contract between Jeunesse Global and Distributor as to the matters addressed herein. Any promises, representations, offers, or other communications not expressly set forth in this License are of no force or effect. To the extent of any conflict or inconsistency between this License and the Distributor Agreement, this License shall supersede and prevail over any term of the Distributor Agreement as to the matters addressed herein

4 Entered into the date and year first written above. Licensor Licensee By Title: Name: - 4 -

5 Exhibit A - 5 -