Intellectual Property License Agreement

PLEASE READ THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE CLICKING “I AGREE,” ACCESSING, UPLOADING, SUBMITTING, OR PROVIDING ANY LICENSED MATERIALS TO CANINE MEDIA GROUP, LLC (“LICENSEE”).

BY CLICKING “I AGREE,” CHECKING A BOX INDICATING ACCEPTANCE, OR OTHERWISE ELECTRONICALLY ACCEPTING THIS AGREEMENT, YOU (“LICENSOR”) AGREE TO BE BOUND BY THIS AGREEMENT EFFECTIVE AS OF THE DATE OF ACCEPTANCE (THE “EFFECTIVE DATE”). IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY.

This Agreement is entered into between Licensor and Canine Media Group, LLC, a New Jersey limited liability company (“Licensee”).

Recitals

This Agreement is made with reference to the following which are an integral part of this Agreement:

A. Licensor has the power and authority to grant the rights set forth herein.
B. Licensee desires to obtain from Licensor a non-exclusive, royalty-free license to use the Licensed Materials in the Territory.
C. The purpose for this Agreement is to set forth the provisions and conditions upon which Licensee shall use the Licensed Materials, and the representations of Licensor upon which this Agreement is based.
D. Schedule A attached hereto and incorporated herein forms an integral part of this Agreement. Capitalized terms defined in Schedule A shall apply throughout this Agreement.

02. License Grant & Term

Section 2. License Grant

a. Licensor hereby grants to Licensee for the Term and Territory (as recited in Schedule A) of this Agreement, the non-exclusive, royalty-free, right and license to make Permitted Uses of the Licensed Materials (as defined in Schedule A).

b. Licensee (as well as its successors and permitted assigns) is permitted to grant sublicenses to third parties of all or any part of Licensee’s rights under this Agreement.

Section 3. Term of the Agreement

This Agreement becomes effective upon Licensor’s electronic acceptance and shall remain in effect for the Term specified in Schedule A.

03. Representations & Breach

Section 4. Representations and Obligations

a. Licensor represents and warrants that: (i) Licensor is the sole, original creator of the Licensed Materials; (ii) Licensor owns or controls all rights necessary to grant the licenses set forth herein, including all copyright rights in the Licensed Materials; (iii) the Licensed Materials do not knowingly infringe any third-party intellectual property rights; and (iv) Licensor has not granted exclusive rights to any of the Licensed Materials to any third-party, and no agreement exists that otherwise conflicts with the rights granted herein.

b. Licensee agrees to comply, at its own expense, with all the applicable laws, ordinances, rules, regulations, and other requirements of all governmental authorities and agencies having jurisdiction related to use of the Licensed Materials or any of Licensee’s other activities pursuant to the Agreement.

c. Licensee will not make any use of the Licensed Materials other than for Permitted Uses during the Term.

Section 5. Breach and Cure

Prior to instituting any action alleging breach of this Agreement, the non-breaching party must provide written notice to the other party of the details of the alleged breach. The accused party shall have no less than thirty (30) days to cure such breach before any action alleging breach can be instituted.

04. Liability & Disclaimers

Section 6. Indemnification

If a third party makes a claim against Licensee that the Licensed Materials infringe the third party’s intellectual property rights, then Licensor shall indemnify Licensee against all damages owed to such third party resulting from such claim. To reduce or mitigate damages, Licensee may at its own expense procure the necessary rights for Licensee to exercise the licenses granted herein. A party requesting indemnification hereunder shall send prompt notice of same to the indemnifying party in order to prevent prejudice to the indemnifying party's ability to defend the claim. The indemnifying party shall have full authority to defend or settle the claim, and control any associated litigation, with counsel of its own choosing, but shall consult with the indemnified party regarding settlement discussions and its defenses.

Section 7. Disclaimers

TO THE GREATEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION, RELATING TO THE LICENSED MATERIALS OR ARISING OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSEE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, TO THE GREATEST EXTENT PERMISSIBLE BY LAW. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF THE FOREGOING WARRANTIES OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR THE LIKE, THE ABOVE LIMITATIONS MAY NOT APPLY TO A PARTY. IF APPLICABLE STATE OR FEDERAL LAW DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT, THEN SUCH EXCLUSIONS AND LIMITATIONS SHALL REMAIN IN EFFECT TO THE GREATEST EXTENT PERMITTED BY LAW.

05. General Provisions

Section 8. Notices

Licensee may provide notices under this Agreement by email, website posting, account notification, or other reasonable electronic means. Licensor agrees that the email address or account information provided in connection with acceptance of this Agreement may be used for notices under this Agreement.

Section 9. Amendment

Licensee may update or modify this Agreement from time to time by posting an updated version or otherwise providing notice electronically. Continued submission of Licensed Materials or continued participation following such notice constitutes acceptance of the revised Agreement. Material modifications shall apply prospectively only.

Section 10. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal administrators, legal representatives, successors and assigns.

Section 11. Waiver

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.

Section 12. Severability

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

Section 13. No Joint Venture

Nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership.

Section 14. Construction

Whenever used in this Agreement as the context requires, the singular shall include the plural, the plural number shall include the singular, the masculine gender shall include the feminine and neuter, the feminine gender shall include the masculine and neuter, and the neuter gender shall include the masculine and feminine. Ambiguities, inconsistencies, or conflicts in this Agreement shall not be construed against the drafter of the language but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the Parties’ intentions at the time this Agreement is entered into.

Section 15. Headings and Captions

The headings and captions at the beginning of various paragraphs and subparagraphs of this Agreement shall not be construed to be a substantive part of this Agreement and shall not in any way define, limit, expand, or affect any provision of this Agreement.

Section 16. Further Acts

Each party shall perform any further acts and sign and deliver any further documents that are reasonably necessary to carry out the provisions of this Agreement.

Section 17. Governing Law

This Agreement shall be governed under the laws of the State of New Jersey and exclusive personal and subject matter jurisdiction, and appropriate venue and forum shall lie in the state and federal courts of New Jersey.

Section 18. Entire Agreement

This Agreement, including Schedule A, which is attached hereto and incorporated herein by, contains the entire understanding between the parties except as expressly set forth herein and supersedes any prior or contemporaneous written or oral agreements between the parties.

Section 19. Electronic Acceptance

Licensor acknowledges and agrees that: (i) clicking “I Agree,” checking an acceptance box, electronically signing, or otherwise electronically accepting this Agreement constitutes a legally binding electronic signature; (ii) such electronic acceptance shall have the same force and effect as a handwritten signature; and (iii) electronic records relating to acceptance of this Agreement may be maintained by Licensee and used as evidence of assent.

Schedule A

1. Licensed Materials

The Licensed Materials shall include the following: All digital content materials provided to Licensee by Licensor, including without limitation photographs, videos, audio recordings, text, graphics, social media content, and related materials.

2. Permitted Uses

Licensee shall be permitted to make the following uses of the Licensed Materials:

Right to use all Licensed Materials on Licensee’s website, emails, social media posts, advertisements, and promotional materials.
Right to create derivative works using the Licensed Materials, including but not limited to, incorporating the Licensed Materials into videos and other creative works, and editing, cropping, subtitling, and otherwise modifying the Licensed Materials.
Right to publish, distribute, promote, and monetize the License Materials, as well as all derivative works across all media, including but not limited to, YouTube, Instagram, TikTok, Facebook, LinkedIn, Snapchat, Licensee’s website and blog at dogpsychology.com, in Licensee’s paid digital courses, and any other media platforms now known or hereafter devised.

3. Territory

The Territory shall be worldwide.

4. Term

The Agreement shall commence on the Effective Date and continue perpetually.