License Agreement


THIS AGREEMENT is made this day of , July 10, 2014, by and between (“Licensor”) and (“Licensee”, and collectively, the “Parties”).

WHEREAS, Licensor is the owner of the domain name ( (the “Domain Name”);

WHEREAS, Licensee is the subscribing member to (the “Licensee’s Business”);

AND WHEREAS, Licensor wishes to permit Licensee to use the Subdomain Name under the terms set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1. Grant of License.
Licensor hereby grants to Licensee a nontransferable, exclusive, worldwide license to use, execute, reproduce, display, transfer, or distribute the Subdomain Name in connection with Licensee's Official 501 (c) 3 Cancer Fundraising Donation Page and all other business connected or associated therewith, including but not limited to any use in print, broadcasting in any other medium, including television, internet, radio, satellite, cable, videocassette or otherwise (the “License”).

Licensor shall remain the sole owner of the Subdomain Name. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the Subdomain Name. Licensee may not make any other use of the Subdomain Name other than those authorized above without prior written approval from Licensor.

2. Term.

a. The term of this Agreement shall begin on the date Licensee subscribes to membership with and shall continue in full force and effect until Licensee membership is terminated or ceases to opperate (the “Term”), unless terminated earlier pursuant to this Section 2.

b. Licensor shall have the right to terminate this Agreement should:
(i) Licensee materially breach material provision, term, or condition under this Agreement and such breach remains uncured .01 days after Licensee’s receipt of written notice of such breach or immediately if such breach is of an incurable nature;
(ii) Licensee be subject to the commencement of proceedings of any nature against it under bankruptcy, insolvency or debtor's relief laws (which proceeding is not vacated or set aside within sixty (60) days of commencement),
(iii) Licensee voluntarily file a bankruptcy petition, or otherwise seeks relief under bankruptcy, insolvency or debtor's relief laws (which filing is not withdrawn within one hundred twenty (120) days of filing.

c. In the event that this Agreement is terminated pursuant to this Section 2, Licensee shall cease using the Subdomain Name in the course of Licensee’s fundraising as soon as is feasible.

d. At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the Subdomain Name shall revert to Licensor, and shall be the sole property of Licensor.

3. Payments. Licensee shall pay to Licensor a fee (the “Fee”). Licensee shall pay the Fee upon the execution of this Agreement and on the first year anniversary each month or year thereafter until the termination of this Agreement

4. Licensor’s Representations and Warranties.

a. Licensor represents and warrants that it is the sole and exclusive owner of all Subdomain Names, and owns all rights, titles and interests in all the Subdomain Names.

b. Licensor represents and warrants that it has the legal authority to grant Licensee the License, and that no other person or entity is required to give its consent for the License to be valid.

c. Licensor represents and warrants that Licensor has not licensed the Domain Name to any person or entity other than Licensee, nor will it license the Domain Name to any person or entity other than Licensee for the duration of this Agreement.

5. Subdomain Name Registration Agreement.
Licensee agrees to comply with all the provisions of the Subdomain Name Registration Agreement attached hereto as Exhibit A, on its own behalf and on behalf of Licensor, including paying all amounts due thereunder for renewals, or otherwise, to maintain the registration and validity of the Subdomain Name.

6. Ownership of Content.
Licensor shall have no rights, title or interest in or to the content Licensee displays, broadcasts or otherwise makes available or uses, through or in connection with the Subdomain Name.

7. Assignment.
Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor. Licensee may not assign this Agreement.  No transfer to a purchaser of all or substantially all of Licensee’s assets nor to a purchaser or other transferee of a controlling equity interest in Licensee is allowed. Licensor shall have the right to transfer its interest in this Agreement and in the Subdomain Name without the consent of Licensee.

8. Governing Law.
This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Texas, without regard to conflicts of law principles.

9. Counterparts.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

10. Severability.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

11. Notice.
Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service.

12. Headings.
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

13. Entire Agreement.
This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.