Live Laugh Love® License Application Terms
version 6-25-2019
By accessing the License Application applicant accepts these terms and the www.NameBrands.net website Terms of Use and the LiveLaughLove.com website Terms of Use whether or not the Application is completed or applicant is ultimately accepted as a licensee.
These terms are incorporated by reference into and form a material part of the License Application.
Entire Terms and Conditions.
The three Terms listed above constitute the entire agreement between Applicant and NBI, and all prior and contemporaneous oral and written statements, promises, agreements and understandings are incorporated herein, and none of such are binding unless set forth herein. The Website Terms of Use are incorporated herein by reference, and shall control over any inconsistency between the two documents.
You (Applicant, you) has contacted Name Brands, Inc. (NBI) and asked to license one or more trademarks. In exchange for the opportunity to exchange information and be evaluated for the opportunity to be licensed to use the Marks in some manner, full sufficiency of which as consideration to bind the parties to these Terms is hereby acknowledged, Applicant agrees to these Terms and Conditions
You acknowledge and agree that the Live Laugh Love ® trademark, including transpositions of its component words, or with additions or extensions, in all trademark classes of goods and services, belongs to D-Generation, Inc., a third party beneficiary of and not a party to this agreement, from which NBI holds a master License.
You agree that you will not will not use the trademark, or trade off the trademark or anything similar to it, except under license from NBI.
Relationship of Parties. Applicant is an independent contractor and not an agent, employee, franchisee, joint venture, partner or owner of the NBI. The relationship between the parties established by these Terms shall be solely that of vendor and vendee and all rights and powers not expressly granted to the Applicant are expressly reserved to the NBI.
Independence of Parties. Nothing contained in these Terms shall be construed to make the Applicant or NBI an agent for each other for any purpose, and neither party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party.
Warranties. There are no express or implied warranties of merchantability or fitness for a particular purpose. Except as expressly set forth in these Terms, NBI makes no representations and extends no warranties of any kind, either express or implied. Nothing in these Terms is or shall be construed as: a warranty or representation by NBI as to the Licensed Trademark(s); granting by implication, estoppel, or otherwise any licenses under trademarks of NBI or other persons other than Licensed Trademark(s); a warranty that the Marks and protected property interests, will not infringe another’s trademark or copyright or be challenged by another.
Further Forms. Applicant and the individual completing the license Application agree to execute such other forms as are necessary in furtherance of these Terms or NBI’s rights set forth herein. Any arbitration proceeding demanded by NBI to compel specific performance of this shall be limited to that matter only and no other subject matter may be made part of it.
Affirmation of Marks. Applicant acknowledges the ownership of trademark(s) listed in the License Contact Form by NBI, its licensors or assigns, whether or not registered, under common law and by contract. Applicant agrees that Applicant will do nothing inconsistent with such ownership, and that use of the Trademark(s) by Applicant shall inure to the benefit of NBI and/or D-Generation, Inc. (“D-Gen”, a third party beneficiary and not a party hereto), and their assigns without recourse. As a matter of contract, Applicant acknowledges and agrees by law and by contract that D-Gen and its assigns without recourse in all classes and as an object at the federal level and in all fifty states respectively own the trademarks trademark(s) listed in the License Contact Form and the associated goodwill, and agrees not to do anything inconsistent with that ownership and will cooperate with D-Gen’s efforts to protect, defend or procure further registrations of the design marks and word marks. Applicant agrees to sign a single sheet acknowledgement of this at any time, and irrevocably appoints NBI as its attorney-in-fact to do so without notice and without recourse. Applicant agrees not to seek or claim a copyright on artwork which incorporates the Marks, on the above or similar trademarks, or protected property interests. Applicant agrees that Applicant’s information on the license application may be used to create a one sheet trademark ownership confirmation listing the foregoing which may be used and filed of public record, and agrees to stand by that document whether or not a license is ultimately granted based upon the license Application or this License, or if granted, renewed. NBI or its assigns shall be the exclusive owner of all material produced or used by Applicant that includes any of the Marks whether or not they have been or can be registered or copyrighted, and any copyrights or trademarks which are registered or filed shall be registered or filed in the name of NBI or D-Gen as instructed by NBI.
Applicant Defined. The term Applicant will include, without limitation: Applicant; all officers, directors, persons with controlling interest in, owners and economic beneficiaries of Applicant; any person, entity or relative acting directly or indirectly on account of Applicant; a spouse, child or relative of Applicant engaged in the same or similar activity or business of Applicant; any transferee or Applicants business or assets as execution of these Terms and Conditions; Applicant as an employee, advisor, consultant, or on behalf of or for the benefit of another; any partnership, subsidiary, affiliate, corporation, joint venture, employer-employee, consultant, or any other type of entity or arrangement, in which Applicant is engaged, affiliated with, or to which anyone or anything defined as an Applicant herein is related, whether for free or for direct or indirect compensation or benefit financial or otherwise; any of the same as to officers, directors, owners, economic beneficiaries, and agents of a corporate Applicant.
Guarantee. The person completing the license Application on behalf of Applicant personally jointly and severally guarantees the obligations of Applicant set forth in these Terms and Conditions.
Trademark Protection. Applicant will not attempt to register the Marks or protected property interests, or any modifications of or evolutions to them, and will cooperate with NBI’s or D- GEN’s efforts to protect, defend, or register the Marks. Applicant agrees that Applicant will not apply for registration or otherwise seek to obtain ownership of any NBI or D-GEN Marks anywhere in the world, nor will Applicant act in any manner or contribute in any way to actions or activities that would adversely affect that value of the goodwill associated with said Marks
Protection of NBI Interest. It is important to protect the interests of NBI. Therefore, in fundamental consideration for the opportunity to complete the online license Application and be considered for a license of the Marks, Applicant and all companies and persons named in the communications jointly and severally contractually agrees that Applicant shall not either now or any time in the future, for free or for direct or indirect gain or compensation, do the following for Applicant’s self or for another within the fifty states regarding the Marks, similar Marks, tradenames or protected property interests: compete against NBI in any manner employing the same; employ or utilize the same except in a relationship with NBI; supply the same to unauthorized persons. Applicant agrees not to manufacture or sell competitive tradename products unless agreed to in writing by NBI. This is fair and reasonable in that applicant is acting for their direct or indirect use and benefit or as their employee, or agent, or attorney in fact.
end of Live Laugh Love® Licensing Application Terms of use version 6-25-2019