Non-Exclusive Licensing Agreement
This Content Licensing Agreement (the “Agreement”) is made and entered into as of February 3, 2020 (the “Effective Date”) by and between Evidence Based Advisor Marketing LLC (“Licensor”) and Licensee (“Licensee”) (individually a “Party” and collectively as “the Parties”).
Licensor has created, and will create, two blog articles a month which Licensee has subscribed to for a three month period, subject to renewal; and
Licensee wishes to use the Licensor’s materials and content in marketing its investment advisory business in conformity with the terms of this Agreement.
The Parties agree to the following:
“Licensor Content” means those materials downloaded from Licensor’s website and paid for by Licensee.
License Grant. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee:
A non-exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit the Licensor Content in electronic form via the Internet and third party networks (including, without limitation, telephone and wireless networks) solely in connection with marketing Licensee’s investment advisory firm and not for any other purpose, and to permit recipients of Licensor Contet to download and print it.
A license to modify the Licensor Content which shall be limited to modifying the Licensor Content to brand it with its logo and otherwise alter it in the manner in which it creates its own content.
Licensee acknowledges and agrees that:
As between Licensor and Licensee, Licensor owns all right, title and interest in the Licensor Content;
Nothing in this Agreement shall confer to Licensee any right of ownership in the Licensor Content; and
No licenses are granted by either party except for those expressly set forth in this Agreement.
Licensee or its affiliates shall own all derivative works created by Licensee from the Licensor Content, to the extent such is separable from the Licensor Content.
Payment and Reporting
Licensee Fees. In consideration for the rights granted in the Licensor Content, Licensee hereby agrees to pay Licensor $900 for a three-month period, subject to renewal at the discretion of Licensee. Licensor will make available to Licensee two blog articles for downloading per month.
Taxes. Licensee is responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the Agreement, or use of the Licensor Content.
Term and Termination
Initial Term and Renewals
Initial Term. This Agreement will be effective for an initial term of three months following the first date of public availability of the Licensor Content (the “Initial Term”).
Renewal Term. After the Initial Term, this Agreement may be renewed for successive additional three-month periods (“Renewal Terms”), unless otherwise terminated by either party by giving notice to the other party not less than ten days prior to the end of a Term.
Representations and Warranties. Each party represents and warrants to the other party that:
It is duly organized, validly existing and in good standing as a corporation or other entity under the laws and regulations of its jurisdiction of incorporation, organization or chartering;
It has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;
The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and
When executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party.
Certain Obligations of the Parties
Licensee Obligations. The Licensee:
Agrees to comply with all legal requirements in connection with the use of the Licensor Content;
Agrees that all rights in and to any of the Licensor Content not expressly licensed are reserved to Licensor;
Agrees not to sublicense, assign, transfer, pledge, offer as security, or otherwise encumber the Licensor Content or any of the rights granted in this Agreement in any way other than as expressly provided in the Agreement;
Agrees not to use any of the Licensor Content in any manner or for any purpose in violation of the terms of this Agreement;
Licensor Obligations. The Licensor:
Will use its best efforts to ensure that the Licensor Content is timely and accurate.
Limited Liability. Except as provided in this agreement, under no circumstances shall licensor, licensee, or any affiliate be liable to another party for indirect, incidental, consequential, special or exemplary damages arising from this agreement, even if that party has been advised of the possibility of such damages, such as, but not limited to, loss of revenue or anticipated profits or lost business.
Form of Notice. All notices, requests, claims, demands and other communications between the parties shall be in writing.
Method of Notice. All notices shall be given
By delivery in person
By a nationally recognized next day courier service,
By first class, registered or certified mail, postage prepaid,
to the address specified in this Agreement or such other address as either party may specify in writing.
If to Licensor
Daniel R. Solin
Evidence Based Advisor Marketing, LLC
4731 Bonita Bay Blvd.
Bonita Springs, FL 34134
If to Licensee:
At the address noted on Licensee’s webpage or other publicly available source of information.
Receipt of Notice. All notices shall be effective upon receipt by the party to which notice is given, or on the fifth (5th) day following mailing, whichever occurs first.
Assignment. The parties may not assign this Agreement or any right or obligation of this agreement, by operation of law or otherwise without prior written consent of the party.
Mediation/Arbitration/Limitation of Liability
In the event of any dispute arising out of or relating in any way to this agreement, including the breach thereof, the parties agree to first submit such dispute to mediation. The mediator shall be designated by the American Arbitration Association. The location of the mediation will be New York, New York. If mediation is not successful, the parties agree to submit such dispute to arbitration, before one arbitrator, pursuant to the Commercial Rules of the American Arbitration Association. The arbitration shall take place in New York, New York The arbitrator shall apply New York law. The arbitrator shall have the power, upon application of any party, to make all appropriate orders for production of documents by any party. There shall be no discovery depositions.
Any claim under this agreement shall be time-barred unless the claiming party commences arbitration with respect to such claim within one year after the basis for such claim became known or should have become known to the claiming party.
The arbitrator shall not have the power to alter the terms of this agreement or to award any non-monetary or equitable relief, consequential damages, punitive damages or attorneys’ fees to the prevailing party or to award any amount in excess of $10,000 against either party. All fees, costs and expenses of the arbitrator, and of the American Arbitration association, shall be borne by the parties equally.
The arbitrator shall not set forth the reasoning for his or her decision and shall make reasonable efforts to reduce costs and fees of the arbitration.
Severability. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof.
Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Binding: Licensee shall be deemed to have accepted all the terms of this agreement upon downloading Licensor Content.
The Parties have read and understood this Non-exclusive Licensing Agreement and agree to be bound by its terms.
Evidence Based Advisor Marketing LLC
/s/Daniel R. Solin
Date: February 3, 2020