This Logo License Agreement (an “Agreement”), effective as of the date last signed below (the “Effective Date”) is between Dapper Labs Inc., a Canadian corporation having its principal place of business at 600-565 Great Northern Way, Vancouver, British Columbia, Canada V5T 0H8 (“DLI”, “we”, or “us”), and the entity indicated in the signature bloc below (“Licensee” or “you”). WHEREAS, DLI owns the trademark/logo (the "Mark") in Exhibit A, and is the creator of the Flow™ blockchain.
WHEREAS, you want to use the Mark to inform others that you have developed a product or service that operates on the Flow™ blockchain.
NOW, THEREFORE, pursuant to the terms of the Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. License Grant. Subject to your compliance with the terms of this Agreement, DLI grants you a royalty-free, non-exclusive, non-transferable license during the term of this Agreement to use the Mark in connection with products or services you develop that operate on the Flow™ blockchain (collectively, “Your Products”), solely for the purpose of informing others that Your Products operate on the Flow™ blockchain (the "Permitted Use").
2. Quality Control. The law requires that trademark owners exercise quality control over use of their marks by licensees. You agree that the nature and quality of all uses of the Mark and all goods/services connected with it must conform to standards set by and be under the control of DLI. You agree to cooperate with DLI to facilitate such control by DLI, including but not limited to supplying DLI with specimens of use of the Mark upon DLI’s request. One way DLI will monitor quality is by paying special attention to complaints about you or Your Products that DLI may receive. DLI may change the form of the Mark in Exhibit A at any time by informing you in writing (email is acceptable), in which case you will use only the newest form of the Mark. In any case, you may use the Mark only in either the color(s) shown in Exhibit A, or in such other color scheme(s) as the parties may mutually agree from time to time (such agreement may be in the form of an email). All representations of Mark should first be submitted to DLI for approval of design, color, and other details. You agree to fully comply with any guidelines communicated by DLI concerning the use of the Mark.
3. Prohibitions. You will not: (a) violate applicable laws or regulations in connection with the Permitted Use of the Mark, Your Products, or any goods/services connected therewith; (b) present the Mark in a different form than permitted in this Agreement, unless otherwise agreed upon by the parties in writing; (c) use the Mark in any way that might deceive others into thinking there is more of a relationship between you and DLI than the mere fact that Your Products operate on the Flow™ blockchain; (d) use the Mark in such a way that might suggest that DLI supports, promotes, authorizes, certifies or otherwise approves of Your Products, or any part of them; or (e) use the Mark in connection with products or services other you're your Products.
4. Ownership. You acknowledge that the Mark carries goodwill, and that it is valuable for you to be associated with such goodwill. You acknowledge that, as between the parties, DLI is the exclusive owner of all trademark rights and registrations/applications worldwide for (a) the Mark, and (b) all words and design elements that compose the Mark. Nothing in this Agreement will grant or will be deemed to grant to you any right, title, or interest in or to the Mark. You acknowledge and agrees that DLI owns the Mark, and that all uses of the Mark and related goodwill will inure solely to DLI. At no time during or after the term of this Agreement will you challenge or assist others to challenge the Mark or the registration thereof, or register or attempt to register any marks or trade names that are confusingly similar to those of DLI.
5. Indemnification; Limitation of Licensor Liability. You agree to indemnify and hold harmless DLI, DLI’s affiliates, successors and assigns, and all those parties' stockholders, officers, employees, and agents (collectively "DLI Parties"), from all third-party claims, actions, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) against the DLI Parties, in connection with (a) any Permitted Use of the Mark; (b) any non-permitted use of the Mark; (c) your products or services; (d) your advertising or promoting of your products or services; (e) subject matter or content found in your products or services; and/or (f) any breach of this Agreement by you or your agents. DLI does not warrant that your use of the Mark will not infringe the trademark rights of a third party. Specifically, DLI does not agree to indemnify or hold you harmless from or against any third party claim regarding your use of the Mark, whether in accordance with this Agreement or otherwise. IN NO EVENT WILL DLI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND ASSOCIATED WITH THIS AGREEMENT OR YOUR USE OF THE MARK, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, EVEN IF DLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Term and Termination. The Agreement will continue in perpetuity unless (a) you breach the Agreement, (b) you become a competitor of DLI, or (c) DLI informs you in writing (email is permissible) that the Agreement is terminated (with or without cause), whichever occurs first. In the event of termination or expiration of this Agreement for any reason, you agree to immediately stop using the Mark, and to immediately remove the Mark from all of your products and services. Sections 3-7 of the Agreement will survive the termination or expiration of this Agreement for any reason.
7. General. This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia, without giving effect to any principles of conflict of laws. Any legal action or proceeding arising under or related to this Agreement will be brought exclusively in the federal or provincial courts located in Vancouver, British Columbia and the parties irrevocably consent to exclusive personal jurisdiction and venue there. You are not not allowed to assign or transfer any of your rights or obligations in this Agreement, in whole or in part, by operation of law or otherwise, without DLI’s prior written consent, and any attempt to do so without such consent will be null and void. In the event that any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted, and the remaining provisions of this Agreement will continue in full force and effect. A party’s obligations under this Agreement can only be waived in a writing signed by an authorized representative of the other party, which waiver will be effective only with respect to the specific obligation described. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Both parties are independent contractors with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner whatsoever to (i) create a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the parties; (ii) permit either party to bind the other contractually; or (iii) prohibit, restrict, or subject DLI to liability for developing or commercializing (or partnering with any third party to develop or commercialize) any product, service, or technology which may be similar to or competitive with your products, services, or technology. No modification, change, or amendment of this Agreement will be binding upon the parties, unless both parties agree to the change in a writing signed by each of the parties’ authorized representatives. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter, and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties with respect to its subject matter.