Legal

FAIL-PROOF FBA EXCLUSIVE REVOCABLE LICENSING AGREEMENT

 

This License Agreement (the "Agreement") is made effective as of the date of your joining Fail-Proof FBA (FPFBA) between FP FBA, of 1201 N. Orange Street, Ste. 700-794, Wilmington, Delaware 19801-1186 and yourself (in whatever form so participating, to include any entity under or through which you do business and also you in your individual personal capacity).

It is understood by the parties that FPFBA is an aggregate label, an umbrella under which all relevant parties are subsumed including, but not limited to, Fail-Proof FBA, WallDecalsAndArt, and Try Vinyl.

It is understood by the parties that FPFBA has the right, in its sole discretion, to reject any decal or vinyl product it deems inappropriate based on objectionable content.  While you may appeal any such decision to decline, FPFBA is the final arbiter in the matter.

In the Agreement, the party who is granting the right to use the licensed property will be referred to as "Licensor" and/or "FPFBA," and the party who is receiving the right to use the licensed property will be referred to as "Licensee" and/or "you."

The parties agree as follows:

 

Recitals
FPFBA is an accomplished, well-reputed established Amazon Seller specializing in engineering a proprietary, innovative, and exclusive opportunity for those looking to exploit the power of Amazon without the typical pitfalls that plague standard FBA and FBM models. You are an independent business person or entity desiring to leverage the talents, skills, and expertise of FPFBA in the Amazon retail arena so as to effectuate a more robust and effective business presence in connection with your desire to retail on the Amazon platform. You have identified the FPFBA opportunity as a unique and distinctly advantaged means to meet your purposes, and the FPFBA "Sell Before You Buy" model is the subject of this Agreement.

You agree that all products manufactured on your behalf are promised by FPFBA to be fulfilled on your behalf via an exclusive license to protect you against competition, and FPFBA agrees to permit such exclusive licensed use of this unlimited number of products with the understanding that the exclusive license is revocable only upon your own decision to terminate the marketing thereof or, in the alternative, the wilful disregard for our business relationship and attempt to compete against us with the very products we've granted you exclusive rights to. Accordingly, in consideration of these promises, the parties agree:

 

1. Grant of License.
FPFBA owns the sum total of all intellectual and other property rights and interests in all products you submit and have approved (the "Approved Work"). In accordance with this Agreement, FPFBA grants you an exclusive license to sell the Approved Work. FPFBA retains title and ownership of the Approved Work and derivative works will be assigned to Licensor by Licensee to use in any demonstrable manner short of competitive selling, except upon the revocation of the license.

 

2. Payment of Royalty.
You will pay to FPFBA a royalty as calculated pursuant to the formula provided for the Approved Work. The royalty shall be paid every two weeks as Amazon payments are made on or before the fifth day following the payment made by Amazon. With each royalty payment, you will submit to FPFBA a written report that sets forth the calculation of the amount of the royalty payment, and tendered to FPFBA via the Help Desk as instructed.

 

3. Records.
You shall keep accurate records regarding the quantities of the Approved Work that are sold. FPFBA shall have the right to inspect such records from time to time after providing reasonable notice of such intent to you. However, the primary method of accounting is simply through the submission of sales reports via our Support Desk as outlined in the Course materials.

 

4. Modifications of the Approved, Licensed Work.
Unless the prior written approval of FPFBA is obtained, you may not modify or change the Approved Work in any manner. All final products are verified & apporoved by FPFBA to ensure the integrity of your opportunity and so as to not infringe on others.

 

5. Non-Exclusive License To Licensor.
As of the effective date, you grants back to FPFBA a non-exclusive royalty-free license to use the Approved Work as FPFBA sees fit, including for the creation of derivative works; provided, however, this license shall not limit you's rights and public rights under this License.

 

6. Notices.
For all notices required or permitted by this Agreement, the parties shall provide them in writing by fax, personal delivery, registered mail, certified mail, overnight courier or email to the following:

To FPFBA:

Fail-Proof FBA
c/o Renewed Mind Publishing
1201 N. Orange Street
Suite 700-794
Wilmington, DE 19801-1186

 

To you:

Your contact information as provided at the time of your purchase and as updated over time.

 

7. Entire Agreement.
This written Agreement contains all promises between the parties. It supersedes and replaces any prior written, oral, or otherwise intimated obligations, requirements, rights, representations, warranties, or otherwise between the parties.

 

8. Headings.
The headings and subheadings of the clauses contained in this Agreement are used for convenience and ease of reference and do not necessarily limit the scope or intent of any clauses.

 

9. Severability.
If a court of competent jurisdiction or arbiter construes any portion of this Agreement as unconscionable, illegal, or otherwise unenforceable, the offending portion will be omitted while the balance of the Agreement remains in force.

 

10. Mutual Authorship.
This Agreement was thoroughly negotiated by both parties and each has entered into its terms freely. Accordingly, no ambiguity will be construed against a party (contra preferentum) simply because it typed the Agreement and printed it out.

 

11. Modification of Agreement.
This Agreement can only be modified in writing, signed by either both parties or the parties’ duly authorized agents.

 

12. Assignment - Delegation.

 

12.1 By Licensor.
Due to the unique nature of intellectual property rights and the protection thereof, Licensor may assign its position, rights, or interests in this Agreement, and delegate its obligations owed to Licensee freely in his sole discretion as it deems necessary to best satisfy its obligations to Licensee.

 

12.2 By Licensee.
Licensee shall NOT have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

 

13. Successors and Assigns.
Any permitted successors, assigns, nominees, delegates etc. will be bound by the obligations and enjoy the benefits of this Agreement.

 

14. Not Partners.
Neither this Agreement nor any conduct undertaken in furtherance of it constitute a partnership, joint venture, or otherwise between the parties.

 

15. Time is of the Essence.
Time is of the essence. Licensor will operate in good faith to perform all services to be rendered in a timely fashion as estimated by the expected Completion Date.

 

16. Force Majeure.
Neither party shall be responsible if its performance is delayed or prevented by revolution or other social disorders, wars, fires, floods, acts of nature, or any other cause it could not control or prevent through the exercise of reasonable effort.

 

17. Waiver/Estoppel/Laches.
Any claim or right waived or renounced under this Agreement must be in writing, signed by the parties and supported by separate, distinct consideration. If any party waives any claims or rights under this Agreement, such party does not thereby waive any other claims or rights. Thus, a waiving party will not be estopped from invoking future rights and will not alter the contract through a claim of laches.

 

18. Insurance.
Licensee is responsible for maintaining insurance, as it sees fit, to protect its business interests.

 

19. Default.
Any party that fails to comply with the terms of this Agreement will be in default. Any event of default will be subject to the Cure Period provisions of this Agreement.

 

20. Cure Period.
If either party timely delivers written declaration of default, by certified mail (return receipt requested), then the defaulting party will be in prospective breach. Receipt of the declaration of default will trigger the Cure Period, and the defaulting party will have thirty (30) Days from receipt of such declaration to cure the default.

 

21. Warranty.
Neither party makes any warranties with respect to the use, sale or other transfer of the Approved Work by the other party or by any third party, and you accepts the product "AS IS." In no event will FPFBA be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Approved Work. There is no stated or implied warranty of merchantability, fitness for a particular purpose, or otherwise.

 

22. Liability.
This Agreement contains an express disclaimer of consequential and special damages. Neither party, nor any related entity, will be liable under this Agreement to the other party, any related entity or any other third person for any indirect, incidental, consequential, special, reliance or punitive damages or lost or imputed profits, lost data or cost of procurement of substitute goods or services.

 

23. Breach of Contract.
No party may declare a breach of contract until the other party fails to cure the alleged default within the Cure Period. Any party claiming a breach of contract must provide notice to the offending party via certified mail (return receipt requested).

 

24. Remedies.
Licensee and Licensor will each have all remedies afforded by statute or common law.

 

25. Time for Bringing Action.
The parties shall commence any action for breach of this Agreement within six (6) months after the cause of action has accrued.

 

26. Alternative Dispute Resolution.
The parties must submit any dispute arising from this Agreement for non-binding arbitration before pursuing litigation. The complaining party must select any arbiter from the list maintained by the courts in Stilwell, Adair County, Oklahoma and proceed in accordance with the rules of the Commercial Arbitration Division of the American Arbitration Association.

 

27. Choice of Law.
This Agreement is governed by, and construed in accordance with, the laws of the Delaware.

 

28. Venue.
Any litigation arising from this Agreement will be conducted in the courts of the Oklahoma.

 

29. Attorney’s Fees.
The losing party in any litigation arising from this Agreement shall pay all the costs and attorney’s fees of the prevailing party associated with the lawsuit.

 

30. Facsimile/Email Scan as Original.
A signed, faxed copy of this Agreement, or digital version, will be considered legal and binding to both parties.

 

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Fail-Proof FBA
c/o Renewed Mind Publishing
1201 N. Orange Street
Suite 700-794
Wilmington, DE 19801-1186
admin@failprooffba.com