Licensing Agreement
This Licensing Agreement (the “Agreement”) is entered into on the date of purchase (the “Effective Date”), by and between Ridiculous Redhead Design LLC (“Company”) and you. By purchasing a license for the DirtBook Template (as defined herein), you acknowledge that you have read, accepted and are legally bound by all of the terms, conditions, warranties, duties and obligations set forth in this Agreement. This agreement shall refer to you as “Licensee” and collectively with the Company, shall be referred to as the “Parties.”
Whereas, Company has created one template, entitled DirtBook for use in connection with tracking Licensee’s garden or farm (the “DirtBook”) ;
Whereas, Licensee wishes to obtain a License to use the DirtBook;
Now therefore, in consideration of the mutual covenants and conditions contained herein, the Parties agree to the following terms:
Recitals. The Recitals described above are hereby incorporated by reference into this Agreement.
Rights Granted to Licensee. Company hereby grants Licensee a limited, non-exclusive, non-transferable, revocable, license to use the DirtBook to track the information for Licensee’s own garden or farm.
Licensee may use the DirtBook only for its intended purpose to track Licensee’s own garden information. Licensee’s rights are limited to those expressly stated herein and all other rights are reserved to Company. All uses not permitted under this section are prohibited. By way of example and without limitation, Licensee may not: (a) disassemble, decompile, reverse engineer, or modify the DirtBook(b) examine the DirtBook with debugging, memory inspection, or disk inspection tools; (c) rent or sublicense the DirtBook; (d) permit use of the DirtBook by a person or entity other than Licensee; or (e) transmit an electronic copy of the DirtBook by any means.
Compensation. Licensee will pay a fee to Company in the amount of $19.99 for a perpetual license for the DirtBook.
Term and Termination.
- This Agreement shall commence on the Effective Date and continue in perpetuity unless terminated in accordance with the terms herein (the “Term”).
- This Agreement shall be subject to termination at the election of Company, by written notice to Licensee, where there has been a default in the observance or performance of any material covenant, condition, or agreement herein by Licensee, and such default has continued for a period of five (5) days after written notice specifying the same shall have been given to Licensee. In the event of a termination for breach by the Company, Company shall not refund Licensee any amounts already paid.
- Upon termination of this Agreement, Licensee shall pay Company any outstanding fees
within fourteen (14) days of invoice. Company does not provide refunds. Furthermore, Licensee shall cease all use of the DirtBook and return all physical copies of any materials related to the DirtBook.
Covenants, Warranties, and Representations. Licensee hereby represents, warrants and covenants to Company that Licensee has the full right and authority to execute and perform this Agreement and the execution and performance of this Agreement by Licensee will not conflict with, cause a default under or violate any existing contractual obligation that may be owed by Licensee to any third party. Licensee represents and warrants that neither Licensee nor any of Licensee’s employees or contractors, are or will be subject to any obligation or restriction which will or might prevent any of them from complying with their obligations hereunder or which will create any liability on the part of Company. Use of the DirtBook by Licensee and any of Licensee’s employees or contractors shall comply with all applicable laws, rules, and regulations and shall not violate or infringe upon the rights of any third parties.
Company warrants and represents that it has the full and unrestricted right, power, and authority to enter into this Agreement.
Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, COMPANY MAKES NO WARRANTIES WHATSOEVER. COMPANY EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE DIRTBOOK.
Limitation of Liability. THE DIRTBOOK IS PROVIDED “AS IS.” TO THE EXTENT ALLOWABLE BY LAW, THE MAXIMUM LIABILITY OF COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES, TO LICENSEE FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND LICENSEE’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID UNDER THIS AGREEMENT. IN NO EVENT SHALL COMPANY BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE DIRTBOOK, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Intellectual Property. The DirtBook is the Company’s property. Company is the exclusive owner of the DirtBook, any materials provided in connection with the Ridiculous Redhead Design (the “Materials”) and all of the intellectual property rights associated therewith including trademarks and copyrights, even if Company incorporates into any of the foregoing suggestions made by Licensee. Furthermore, any other work product resulting from the foregoing, including, without limitation, notes, records, drawings, designs, works, discoveries, improvements, specifications, operating instructions, inventions, processes, know-how, techniques, trade secrets, software and any derivatives, updates or upgrades are the property of Company. All worldwide intellectual property rights in all of the foregoing (collectively, “Company’s IP”), are the exclusive property of Company. Company may explicitly identify its ownership or other rights within the DirtBook or Materials by using its branding, trademarks, or other identifying material. Company has the right to register and enforce its intellectual property rights in any DirtBook or Materials enhancements or derivative works to prevent infringement and to protect Company’s rights. Licensee hereby binds itself, its successors, assigns, and legal representatives to cooperate fully and promptly with Company and to do all acts necessary or required to be done or requested by Company in order to register or enforce its rights. In any such matters, Licensee appoints Company as its agent and attorney-in-fact to act for and on its behalf in connection with the foregoing, which appointment is irrevocable.
Indemnification. Licensee shall indemnify and hold harmless Company, its successors, assigns, and licensees and their respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), incurred or suffered by or threatened against Company in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Company’s appearance or association with Licensee, unless such claim arises from Company’s acts or omissions or arises from or is related to breach of any obligations and/or warranty made by Company hereunder. Company will (a) promptly notify Licensee of such claim; (b) provide Licensee with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and (c) give Licensee full control and sole authority over the defense and settlement of such claim, subject to Company’s approval of any such settlement, which approval will not be unreasonably withheld or delayed.
Entire Agreement. This Agreement represents the entire agreement between Company and Licensee.
Amendment and Waiver. This Agreement may not be altered, amended, or otherwise modified except through written form requiring signature by both Parties. No waiver or consent to departures from the provisions hereof shall bind any party who has not given such waiver or consent in writing. No waiver of any provision hereof shall be construed as a continuing waiver or as a waiver of any other provision hereof.
Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective legal representatives, heirs, successors and assigns.
Assignment. Licensee may not assign any rights or obligations under this Agreement without Company’s signed written consent.
Severability. If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), such provision shall be enforced to the maximum extent permitted and the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.
Survival. Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
Notice. All notices related to this Agreement shall be delivered via certified mail or email as follows
To Company:
Attn: Kelly Reynolds
153 7th Street
Belford NJ 07718
team@mydirtbook.com
To Licensee:
The contact information provided at time of purchase.
Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles, and shall benefit and be binding upon the Parties hereto and their respective successors and assigns. Jurisdiction of any and all disputes will lie in the state and federal courts sitting in or nearest to Monmouth County, New Jersey. Licensee consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens
Injunctive Relief. Licensee acknowledges that monetary relief would not be an adequate remedy for a breach or threatened breach by Licensee of the provisions of this Agreement and that Company shall be entitled to the enforcement of this Agreement by injunction, specific performance, or other equitable relief, without prejudice to any other rights and remedies that Company may have.
