COPYRIGHT LICENSE AND ROYALTY AGREEMENT
This Copyright License (the “License”) is made and effective as of the date defined in Section 1 below by and between SEAN GREGORY KING DOING BUSINESS AS “THE COALITION FOR CAPITALISM AND INDIVIDUALISM IN AMERICA” (the “Licensor” or “CCIA”) and YOU (the “Licensee”). The Licensor and the Licensee may be referred to individually as a “Party” or collectively as the “Parties.”
WHEREAS, the Licensor has created those works more particularly described at http://wefivekingsblog.blogspot.com/2009/02/ccia-authored-works.html (collectively, the “CCIA Authored Works”); and
WHEREAS, it is the Licensor’s intention to license and transfer to the Licensee some of Licensor’s right, title, and interest in and to the CCIA Authored Works; and
WHEREAS, the Licensee desires to license certain of the Licensor’s right, title, and interest in and to the CCIA Authored Works; and
WHEREAS, each Party is duly authorized and capable of entering into this License.
NOW, THEREFORE, in consideration of the above premises, the covenants and premises set forth herein, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:
1. LICENSE OF CCIA AUTHORED WORKS.
The Effective Date of this License is the date that Assignee completes the Electronic Registration Process defined below. This License shall continue until terminated as described in Section 5 below. The Electronic Registration Process consists of clicking on the “Subscribe” button at the end of this License, providing the requested information (which shall include the Licensee’s legal name), submitting electronic payment for the initial royalty fee, and receiving confirmation of payment.
Upon completion of the Electronic Registration Process, the Licensor grants to the Licensee a non-exclusive license to use the CCIA Authored Works during the term of this License in accordance with the following terms and limitations:
(a) Licensee may display or publicize the CCIA Authored Works (digitally or otherwise) on Licensee’s letterhead, business cards, email correspondence, website, or web log (“Blog”).
(b) Licensee may display, transmit or publicize the CCIA Authored Works in advertisements for Licensee’s business, website, or Blog which are broadcast on television or radio or displayed on billboards or the Internet.
(c) Licensor retains all other rights in the CCIA Authored Works including but not limited to the right to create derivative works thereof; the right to grant additional non-exclusive licenses; the right to sell, transfer, convey or License the CCIA Authored Works; all goodwill and moral rights in and to the CCIA Authored Works; all income, royalties, and damages hereafter due or payable with respect to the CCIA Authored Works, including but not limited to the right to sue for past or future infringements and misappropriations of the CCIA Authored Works; and the rights to any registrations or applications for registrations of each CCIA Authored Work, including any renewals or extensions thereof.
(d) Licensee agrees not to challenge the Licensor’s use or ownership, or the validity, of the CCIA Authored Works.
As consideration for the Licensing of the rights in the CCIA Authored Works described above and the Licensor’s representations and warranties, and upon completion of the Electronic Enrollment Process, the Licensee promises to pay the Licensor a Royalty in the amount of two United States dollar ($2.00) per month (the “Consideration”) until such time as this Agreement is terminated as provided in Section 5 below. Payment for the Consideration shall be made by recurring credit card charges as determined during the Electronic Registration Process. Licensor shall have no right to increase the amount of this Royalty during the term of this agreement.
3. LICENSOR’S REPRESENTATIONS AND WARRANTIES.
The Licensor hereby represents and warrants to the Licensee that:
(a) The Licensor is the owner of the rights in the CCIA Authored Works Licensed herein;
(b) The CCIA Authored Works are original, are not in the public domain, are not plagiarized, and do not contain anything that is libelous or obscene;
(c) The Licensor has full power and authority to enter into this License and to make the License as provided in Section 1;
(d) The Licensor is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this License; and
(e) The Licensor was not acting within the scope of employment of any third party when conceiving, creating, or otherwise performing any activity with respect to the CCIA Authored Works.
4. LICENSEE’S REPRESENTATIONS AND WARRANTIES.
The Licensee hereby represents and warrants to the Licensor that:
(a) Licensee has full power and authority to enter into this License;
(b) Licensee sufficient resources to complete the transaction contemplated by this License and the authority to commit such resources for the purposes of such transaction; and
(c) Licensee shall not use or employ the rights in the CCIA Authored Works granted via this License in a manner inconsistent with applicable state, federal or local laws or regulations, including but not limited to those prohibiting false or misleading advertising and unfair trade practices.
(d) If Licensee is a corporation, limited liability company, partnership, trust, or other such legal entity, that the person completing the Electronic Registration Process on its behalf is its officer, agent or employee who is duly authorized and empowered to enter into this License.
This License shall lapse and terminate immediately upon the happening of any of the following:
(a) Written notice of termination of this License by the Licensor.
(b) Failure for any reason of the Licensee to pay the monthly royalty as provided in Section 2 above. Licensee may stop Royalty payments at any time by clicking the "Unsubscribe" button at the end of this License and providing the requested information.
(c) Licensee’s acceptance of grants, subsidies, or below market loans from federal, state, or local government entities or agencies, or upon any such governmental entity or agency taking any ownership interest in Licensee.
Upon termination of this License, no further royalties shall be paid by Licensee and Licensee shall immediately cease and desist from making any use of the CCIA Authored Works or any derivatives thereof.
6. HOLD HARMLESS, LIMITATIONS OF LIABILITY AND ARBITRATION
At all times during the term of this License and following its termination, Licensee shall indemnify, defend and hold Licensor harmless for any and all liabilities, damages, costs, penalties, attorneys’ fees, or other expenses that Licensor may incur by virtue of Licensee’s rightful or wrongful exercise of the rights granted by this License.
Licensee also agrees not to sue Licensor or its successors, heirs or assigns in any court anywhere under any circumstances whatsoever whether in law or equity. Should this agreement not to sue be held unenforceable by a court of competent jurisdiction, then Licensee agrees to submit any remaining dispute between the Parties to binding arbitration. All such arbitration expenses shall be borne by Licensee. The arbitration panel shall be composed of three attorneys selected by Licensor, all of whom must be licensed to practice law in Tennessee. Any award resulting from such arbitration shall be limited to liquidated damages in the amount of the total of all Royalties paid by the Licensee under this agreement.
Should this arbitration provision be held unenforceable, Licensee agrees to accept as liquidated damages in any lawsuit against Licensor or his successors, heirs or assigns an amount equal to the total royalties paid by Licensee under this agreement, and Licensee hereby forfeits any and all other remedies or damages to which Licensee may otherwise be entitled in law or equity. Any lawsuit concerning this License or this Section 6 must take place in the courts of Knox County, Tennessee, under the laws of Tennessee and the United States of America without regard to either’s choice of law provisions.
7. SUCCESSORS AND LICENSES.
All references in this License to the Parties shall be deemed to include, as applicable, a reference to their respective successors, heirs assigns and Licensees. The provisions of this License shall be binding upon and shall inure to the benefit of the successors, heirs, assigns and Licensees of the Parties.
8. NO IMPLIED WAIVER.
The failure of either Party to insist on strict performance of any covenant or obligation under this License, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this License shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
9. GOVERNING LAW.
This License shall be governed by the laws of the state of Tennessee and the United States of America without regard to either’s choice of law principles.
10. ELECTRONIC SIGNATURES.
Both parties shall be deemed to have executed this License, and shall be bound by its terms, upon the Licensee’s completion of the Electronic Registration Process described above.
Whenever possible, each provision of this License, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this License will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
12. ENTIRE LICENSEMENT.
This License, together with the list of CCIA Authored Works at http://wefivekingsblog.blogspot.com/2009/02/ccia-authored-works.html , constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
Headings used in this License are provided for convenience only and shall not be used to construe meaning or intent.
Licensor may unilaterally amend this License from time to time by adding to, but not by subtracting from, the list of CCIA Authored Works at:
Continued payment of the Royalty after such an amendment shall constitute its acceptance by Licensee.
[END OF AGREEMENT. TO ACCEPT ITS TERMS, ENTER LICENSEE'S LEGAL NAME IN THE SPACE BELOW AND THEN CLICK "SUBSCRIBE". LICENSING FEE IS $2.00 PER MONTH CHARGED TO YOUR CREDIT CARD UNTIL YOU DECIDE TO CANCEL. YOU MAY CANCEL AT ANYTIME BY CLICKING "UNSUBSCRIBE" BELOW.]