Agreement for Use of MUSCLETRUFFLE Logo and/or Name
1. Parties: This Agreement contains the terms and conditions by which MUSCLETRUFFLE LLC (“MUSCLETRUFFLE,” “We” or “Us”) with a principal place of business at 3904 Clayton Avenue, Los Angeles, California, 90027 is willing to grant you a license to use MUSCLETRUFFLE’s logo and/or name. By signing below, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
“The Logos” are the MUSCLETRUFFLE logos as specified by MUSCLETRUFFLE from time to time, a current version of which is set forth on https://muscletruffle.com/agreement-for-use-of-muscletruffle-logo-and-or-name and made part of this Agreement.
3. Grant of License: We grant You a non-exclusive, royalty free, license to use The Logos in your company’s advertising, literature and websites solely in connection with the marketing and resale of MUSCLETRUFFLE branded products.
4. Term of License: The license granted by this Agreement shall commence on date signed (the “Effective Date”), and continue until terminated as provided below.
5. Limitations on License: You agree to comply with the following, which are conditions of the license granted by this Agreement:
A. You may only use The Logos and MUSCLETRUFFLE name in strict conformity with the standards as provided by MUSCLETRUFFLE or as set forth on the following web page: https://muscletruffle.com/agreement-for-use-of-muscletruffle-logo-and-or-name or at such other Internet location on the World Wide Web as we may notify You. You acknowledge and agree that it is your responsibility to remain informed about, and to immediately comply with, any changes we may make that affect your use of The Logos.
B. You may not assign the license granted by this Agreement without our prior written consent.
C. The license granted by this Agreement is non-sublicensable. Nothing in this Agreement grants You, or authorizes You to grant to any other person, firm or corporation, any right to use The Logos in any way or by any means or manner.
6. Trademarks and Copyrights:
A. As between MUSCLETRUFFLE and You, You acknowledge MUSCLETRUFFLE’s exclusive right, title, and interest in and to the trademark rights in The Logos. You agree that You shall not acquire any right of any kind in The Logos as a result of your use of it, and You agree that all such uses shall inure to the benefit of MUSCLETRUFFLE.
B. You agree that You shall not: (i) use The Logos in any manner likely to diminish its commercial value; (ii) knowingly use any name, logo or icon likely to cause confusion with The Logos; (iii) make any representation to the effect that The Logos is owned by You rather than by MUSCLETRUFFLE; (iv) challenge either the validity or MUSCLETRUFFLE’s ownership of any trademark rights which incorporate The Logos; or (v) attempt to register, register or own in any country: a) The Logos; b) any domain name incorporating in whole or in part The Logos or c) any name, domain name, keyword or mark confusingly similar to The Logos.
C. As between MUSCLETRUFFLE and You, You acknowledge MUSCLETRUFFLE’s exclusive right, title and interest in and to the copyright in The Logos, and You agree that You will not contest or assist another in contesting that copyright or MUSCLETRUFFLE’s ownership of it.
D. All materials, if any, provided by MUSCLETRUFFLE to You under this Agreement, and all proprietary rights in and to all such materials shall remain the sole and exclusive property of MUSCLETRUFFLE, subject only to the non-exclusive rights granted to You under this Agreement.
E. Upon request, You shall furnish to MUSCLETRUFFLE, without charge, samples of materials which feature The Logos or the Muscletruffle name. MUSCLETRUFFLE shall have the right of approval over such items by giving written notice to You, within twenty (20) days of receipt of the samples, of such reasonable changes or corrections as may be necessary to comply with MUSCLETRUFFLE’s reasonable quality concerns. You shall make and incorporate said changes or corrections. MUSCLETRUFFLE’s failure, following receipt of samples, to give notice of any such changes or corrections shall be deemed by You to constitute approval by MUSCLETRUFFLE.
F. If MUSCLETRUFFLE, in its sole discretion, determines that any materials used, sold, distributed or offered for sale or distribution by You under this Agreement are unsatisfactory to MUSCLETRUFFLE, either based on the quality of the materials themselves or the depiction of The Logos on the materials, then MUSCLETRUFFLE shall so notify You in writing. Upon receipt of such notification, You shall have thirty (30) days to implement such reasonable changes, as MUSCLETRUFFLE shall suggest, ensuring that the materials are satisfactory to MUSCLETRUFFLE.
7. Representations and Warranties: You hereby represent and warrant to MUSCLETRUFFLE that You (a) have the right, power and authority to enter into this Agreement and to perform Your obligations as set forth herein; (b) are under no obligation or restriction that does or would interfere or conflict with your obligations under this Agreement, nor will You assume any such obligations or restrictions during the term hereof; and (c) the information provided by You in connection with this Agreement is true, correct and complete.
8. Disclaimer and Warranties: MUSCLETRUFFLE DISCLAIMS ANY AND ALL WARRANTIES THAT MAY BE EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE LOGOS OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AGAINST INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND AGAINST ALL CLAIMS AND LIABILITIES ARISING OUT OF YOUR USE OF THE LOGOS.
9. Limitation of Liability: IN NO EVENT SHALL MUSCLETRUFFLE BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATA OR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE LACK OF A REQUIREMENT OF ANY MONETARY PAYMENT HEREUNDER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Without limiting the foregoing, MUSCLETRUFFLE shall have no responsibility for any monetary damages under any contract, tort or other legal or equitable theory, regardless of the form of the action. Such limit shall apply whether or not MUSCLETRUFFLE has been advised of the possibility of such damages.
10. Indemnity: You shall indemnify, defend and hold harmless MUSCLETRUFFLE, its affiliates, and their respective officers, directors, members, employees and agents from and against any claims, actions, suits or proceedings, as well as any and all claims, actions, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) any misrepresentation or breach of your representations and warranties set forth in this Agreement; and (b) any non-compliance by You with any agreements or undertakings contained in or made pursuant to this Agreement.
A. MUSCLETRUFFLE may, in its sole discretion, terminate this Agreement or modify your license to use The Logos at any time upon written notice to You. Upon termination of this Agreement, You shall immediately cease any and all use of The Logos or any trademarks confusingly similar to The Logos.
B. You may terminate this Agreement at any time upon thirty (30) days prior written notice to MUSCLETRUFFLE.
C. Unless renewed by mutual agreement of the Parties, this Agreement shall expire three (1) years from the Effective Date.
D. The provisions of Paragraphs 6, 7, 8, 9, 10, 12, 13, and 15 hereof shall survive termination of this Agreement.
12. Notices: Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt by the other party, when delivered by certified or registered mail, return receipt requested, by commercial overnight delivery service, or by personal delivery to the address of such party as set forth above or to any subsequent address designated by either party, on notice to the other pursuant hereto, for the purpose of receiving notices under this Agreement.
13. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. The parties hereby submit to the exclusive jurisdiction of the federal and state courts located in California, Los Angeles, and any action or suit under this Agreement shall only be brought by the parties in any federal or state court in Los Angeles, Los Angeles with appropriate jurisdiction over the subject matter.
14. Amendment: MUSCLETRUFFLE reserves the right in its sole discretion to amend this Agreement by providing You with prior written notice thereof.
15. Miscellaneous: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supercede all oral or written agreements and understandings made and entered into by the parties prior to the Effective Date hereof. You may not assign this Agreement in whole or in part without the prior written consent of MUSCLETRUFFLE, and any purported assignment in violation of these provisions shall be null and void. Subject to the foregoing limitation, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and assigns. If any provision of this Agreement shall be held by a court of competent jurisdiction to be void or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach of any provision of this Agreement shall constitute a waiver of any concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by the waiving party. This Agreement shall not be construed or deemed to create any partnership, joint venture, agency, franchise or other form of agreement or relationship between the parties other than as expressly set forth herein.