LICENSE AGREEMENT This license agreement (the Agreement ) is entered into by and between THE AMERICAN SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS (the ASPCA ) and ( Licensee, and together with the ASPCA, the Parties ) and sets forth the terms and conditions under which the ASPCA agrees to grant to Licensee permission to use the Help a Horse Home or Help a Horse Home Challenge name (the Names ), and any one or more of the ASPCA logos (collectively, the Logo, and the Logo together with the Names, the Intellectual Property ), a copy of which is provided as Exhibit A. 1. License. The ASPCA hereby grants to Licensee permission to use the Intellectual Property on a limited, non-exclusive, worldwide, royalty-free and revocable basis for the sole purpose of participating in, and promoting, the ASPCA Help a Horse Home SM Challenge (the Challenge ). Such usage may include, but is not limited to, usage by Licensee: (a) on its website (or any child pages of its website) in reference to the Challenge or related activities; (b) in email distributions to Licensee s donors, potential donors, or other supporters to promote the Challenge or related activities; (c) on Licensee s social media platforms, including but not limited to its Facebook page, Twitter account, Instagram page, or others to promote the Challenge or related activities; (d) in a video produced by Licensee or its agent for the benefit of Licensee and to be submitted as part of the Challenge; (e) on flyers promoting the Challenge or associated events; (f) in direct mail pieces that reference the Challenge or associated events; or (g) in any clothing items that promote the Challenge. The rights granted pursuant to this Agreement shall not convey ownership in the Intellectual Property to Licensee and shall not limit or restrict in any way whatever rights ASPCA has in and to the use of the Intellectual Property. The ASPCA reserves all rights in and to the Intellectual Property not specifically granted to Licensee by this Agreement, and Licensee may not grant a sub-license of the Intellectual Property to any third party. For the avoidance of doubt, Licensee may use the Intellectual Property only in connection with the Challenge, and Licensee may use the Intellectual Property only through June 30, 2019, which is the last date of the Challenge, provided, however, that if the Licensee wins any Challenge prizes, Licensee may use the Intellectual Property to publicize the award of such prizes. 2. Agreements of Licensee. Licensee: (a) agrees that the ASPCA shall have no liability to Licensee whatsoever, either express or implied, for Licensee s usage of the Intellectual Property; (b) represents and warrants that it has the power and authority to enter into this Agreement; and (c) agrees that a breach or threatened breach of this Agreement would cause the ASPCA irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach the ASPCA will be entitled to equitable relief (including in a restraining order, an injunction, specific performance and any other relief) that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove that monetary damages are not an adequate remedy, in addition to any other remedies at law. Licensee shall: (i) not alter, delete, add or otherwise change the Intellectual Property; (ii) not represent that the Intellectual Property is the property of Licensee and/or that the Intellectual Property is not the property of the ASPCA; (iii) comply with the ASPCA s current trademark usage policies; (iv) cause its employees, volunteers, and agents to comply with the terms of this Agreement; (v) make any changes to the Licensee s use of the Intellectual Property and/or cease use of the Intellectual Property immediately upon the request of the ASPCA; and (vi) indemnify, defend, and hold harmless the ASPCA from and against any
and all claims, losses, liabilities, costs and expenses (including reasonable attorneys fees and expenses) that may arise out of (A) any use of the Intellectual Property by Licensee, or (B) Licensee s breach of this Agreement. 3. Miscellaneous. This Agreement shall be deemed to have been negotiated, made and entered into in the State of New York and any and all performance hereunder, or breach thereof, shall be interpreted, governed and construed pursuant to the laws of the State of New York without reference to its choice of law provisions. The Parties hereby acknowledge and consent to personal jurisdiction and venue exclusively in New York, New York (in a federal or state court of competent jurisdiction) with respect to any action or proceeding brought in connection with this Agreement. By electronically signing this Agreement, Licensee intends, and by making the Intellectual Property and this Agreement available to Licensee for electronic signature, the ASPCA intends, to authenticate and be bound by the terms of this Agreement with the same force and effect as manual signatures. This Agreement constitutes the complete understanding of the Parties. No modification or waiver of any provision in this Agreement shall be valid unless it is in a writing signed by both Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original, and which collectively will be deemed one document. ASPCA: Lauren Martin, Esq. Deputy General Counsel LICENSEE: (organization name) Signature: Name: Title: NOTE: Please (a) write in the name of your organization in the blank on the top of page 1, (b) complete the signature block and sign at the bottom of page 2, and (c) email the agreement to helpahorsehome@aspca.org. Thank you!
EXHIBIT A
Help a Horse Home